8-K

                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549
                                     
                           --------------------
                                     
                                 FORM 8-K
                                     
                              CURRENT REPORT
                  PURSUANT TO SECTION 13 OR 15(d) OF THE
                      SECURITIES EXCHANGE ACT OF 1934
                                     
                                     
Date of Report (Date of                    October  10, 1996
earliest event reported)         
                                     
                                     
                    HUGHES SUPPLY, INC.
     (Exact Name of Registrant as Specified in Charter)


      Florida            001-08772           59-0559446
  (State or other       (Commission         (IRS Employer
  Jurisdiction of      File Number)      Identification No.)
  Incorporation)


20 North Orange Avenue, Suite 200, Orlando, Florida       32801
(Address of Principal Executive Offices              (Zip Code)


Registrant's telephone number, including area    (407) 841-4755


                       Not Applicable
   (Former Name or Former Address, if Changed Since Last
                          Report)

Item 5.   Other Events

     Hughes Supply, Inc., a Florida corporation (the "Registrant"), entered
into an Amended and Restated Revolving Credit and Line of Credit Agreement,
dated as of October 10, 1996 (the "Amended Credit Agreement"), with
SunTrust Bank, Atlanta ("SunTrust Bank, Atlanta"), individually, as Agent,
and as Administrative Agent, SunTrust Bank, Central Florida, National
Association ("SunTrust, Central Florida"), individually and as Agent,
NationsBank, N.A. (South) ("NationsBank"), SouthTrust Bank of Alabama,
National Association ("SouthTrust"), and First Union National Bank of
Florida ("First Union") (SunTrust Bank, Atlanta, SunTrust, Central Florida,
NationsBank, SouthTrust and First Union are collectively referred to herein
as the "Lenders") providing for the amendment and restatement of the
Registrant's existing credit facility with the Lenders (the "Original
Credit Agreement") and for a Revolving Loan Commitment and a Line of Credit
Commitment of up to $100 million and $50 million respectively.  A copy of
the Amended Credit Agreement is attached as Exhibit 99.1 to this Report and
is incorporated by reference herein.


Item 7.   Financial Statements, Pro Forma Financial Information and
Exhibits

     (c)  Exhibits

          99.1 Amended and Restated Revolving Credit and Line of Credit
               Agreement, dated as of October 10, 1996, by and among the
               Registrant, SunTrust Bank, Atlanta, SunTrust Bank, Central
               Florida, NationsBank, SouthTrust and First Union.  The
               Amended Credit Agreement contains a table of contents
               identifying the contents of the Schedules and Exhibits, all
               of which have been omitted.  The Registrant agrees to
               furnish supplementally a copy of any omitted Schedule or
               Exhibit to the Commission upon request.

                                SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.

                              HUGHES SUPPLY, INC.


Date:  October 22, 1996            By: /s/ J. Stephen Zepf
                                   J. Stephen Zepf
                                   Treasurer and Chief Financial Officer
                               EXHIBIT INDEX
                                     
Exhibit
Number    Description

99.1      Amended and Restated Revolving Credit and Line of Credit
          Agreement, dated as of October 10, 1996, by and among the
          Registrant, SunTrust Bank, Atlanta, SunTrust Bank, Central
          Florida, NationsBank, SouthTrust and First Union.

EX-99

                      AMENDED AND RESTATED
         REVOLVING CREDIT AND LINE OF CREDIT AGREEMENT


                  Dated as of October 10, 1996


                          By And Among



                      HUGHES SUPPLY, INC.

                              AND


         SUNTRUST BANK, ATLANTA, individually, as Agent,
                  and as Administrative Agent,
      SUNTRUST BANK, CENTRAL FLORIDA, NATIONAL ASSOCIATION,
                   individually and as Agent,
                    NATIONSBANK, N.A. (SOUTH)
        SOUTHTRUST BANK OF ALABAMA, NATIONAL ASSOCIATION
              FIRST UNION NATIONAL BANK OF FLORIDA



                       TABLE OF CONTENTS

                                                            Page

ARTICLE I      DEFINITIONS; CONSTRUCTION                       1

     Section 1.01.   Definitions                               1
     Section 1.02.   Accounting Terms and Determination       17
     Section 1.03.   Other Definitional Terms                 17
     Section 1.04.   Exhibits and Schedules                   17

ARTICLE II     REVOLVING LOANS                                17

     Section 2.01.   Commitment; Use of Proceeds              17
     Section 2.02.   Notes; Repayment of Principal            18
     Section 2.03.   Voluntary  Reduction  of  Revolving      
                     Loan                                     18 

ARTICLE III    LINE OF CREDIT LOANS; TERM LOANS               19

     Section 3.01.   Line  of  Credit  Loan Commitment;  
                     Use of Proceeds                          19
     Section 3.02.   Notes; Repayment Principal               20
     Section 3.03.   Voluntary  Reduction  of  Loan  
                     Commitments                              20
     Section 3.04.   Term Loans                               21
     Section 3.05.   Repayment of Principal of Term Loans     21

ARTICLE IV     GENERAL LOAN TERMS                             21

     Section 4.01.   Funding Notices                          21
     Section 4.02.   Disbursement of Funds                    23
     Section 4.03.   Interest                                 25
     Section 4.04.   Interest Periods                         26
     Section 4.05.   Fees                                     27
     Section 4.06.   Voluntary Prepayments of Borrowings      27
     Section 4.07.   Payments, etc.                           28
     Section 4.08.   Interest  Rate  Not  Ascertainable, etc. 30
     Section 4.09.   Illegality                               30
     Section 4.10.   Increased Costs                          31
     Section 4.11.   Lending Offices                          32
     Section 4.12.   Funding Losses                           33
     Section 4.13.   Assumptions Concerning Funding of 
                     Fixed Rate Advances                      33
     Section 4.14.   Apportionment of Payments                33
     Section 4.15.   Sharing of Payments, Etc.                34
     Section 4.16.   Capital Adequacy                         34
     Section 4.17.   Benefits to Guarantors                   35
     Section 4.18.   Limitation  on Certain Payment  
                     Obligations                              35

ARTICLE V      CONDITIONS TO BORROWINGS                       35

     Section 5.01.   Conditions  Precedent  to Initial Loans  35
     Section 5.02.   Conditions to All Loans                  38

ARTICLE VI     REPRESENTATIONS AND WARRANTIES                 39

     Section 6.01.   Organization and Qualification           39
     Section 6.02.   Corporate Authority                      39
     Section 6.03.   Financial Statements                     39
     Section 6.04.   Tax Returns                              40
     Section 6.05.   Actions Pending                          40
     Section 6.06.   Representations; No Defaults             40
     Section 6.07.   Title to Properties                      40
     Section 6.08.   Enforceability of Agreement              41
     Section 6.09.   Consent                                  41
     Section 6.10.   Use of Proceeds; Federal Reserve 
                     Regulations                              41
     Section 6.11.   ERISA                                    41
     Section 6.12.   Subsidiaries                             42
     Section 6.13.   Outstanding Debt                         42
     Section 6.14.   Conflicting Agreements                   42
     Section 6.15.   Pollution and Other Regulations          42
     Section 6.16.   Possession of Franchises, Licenses, Etc. 43
     Section 6.17.   Patents, Etc.                            44
     Section 6.18.   Governmental Consent                     44
     Section 6.19.   Disclosure                               44
     Section 6.20.   Insurance Coverage                       44
     Section 6.21.   Labor Matters                            44
     Section 6.22.   Intercompany Loans; Dividends            45
     Section 6.23.   Burdensome Restrictions                  45

ARTICLE VII    AFFIRMATIVE COVENANTS                          45

     Section 7.01.   Corporate Existence, Etc.                45
     Section 7.02.   Compliance with Laws, Etc.               46
     Section 7.03.   Payment of Taxes and Claims, Etc.        46
     Section 7.04.   Keeping of Books                         46
     Section 7.05.   Visitation, Inspection, Etc.             46
     Section 7.06.   Insurance; Maintenance of Properties     46
     Section 7.07.   Reporting Covenants                      47
     Section 7.08.   Financial Covenants                      50
     Section 7.09.   Notices Under Certain Other Indebtedness 51
     Section 7.10.   Additional Guarantors                    51
     Section 7.11.   Financial Statements; Fiscal Year        51
     Section 7.12.   Ownership of Guarantors                  51

ARTICLE VIII   NEGATIVE COVENANTS                             52

     Section 8.01.   Indebtedness                             52
     Section 8.02.   Liens                                    52
     Section 8.03.   Mergers, Acquisitions, Sales, Etc.       53
     Section 8.04.   Investments, Loans, Etc.                 54
     Section 8.05.   Sale and Leaseback Transactions          55
     Section 8.06.   Transactions with Affiliates             55
     Section 8.07.   Optional Prepayments                     55
     Section 8.08.   Changes in Business                      55
     Section 8.09.   ERISA                                    56
     Section 8.10.   Additional Negative Pledges              56
     Section 8.11.   Limitation on Payment Restrictions
                     Affecting Consolidated Companies         56
     Section 8.12.   Actions Under Certain Documents          56

ARTICLE IX     EVENTS OF DEFAULT                              56

     Section 9.01.   Payments                                 57
     Section 9.02.   Covenants Without Notice                 57
     Section 9.03.   Other Covenants                          57
     Section 9.04.   Representations                          57
     Section 9.05.   Non-Payments of Other Indebtedness       57
     Section 9.06.   Defaults Under Other Agreements          57
     Section 9.07.   Bankruptcy                               57
     Section 9.08.   ERISA                                    58
     Section 9.09.   Money Judgment                           58
     Section 9.10.   Ownership  of  Credit Parties  and  
                     Pledged Entities                         59
     Section 9.11.   Change in Control of Borrower            59
     Section 9.12.   Default Under Other Credit Documents     59
     Section 9.13.   Attachments                              59


ARTICLE X      THE AGENT                                      60

     Section 10.01.  Appointment of Agent                     60
     Section 10.02.  Nature of Duties of Agent                60
     Section 10.03.  Lack of Reliance on the Agent            60
     Section 10.04.  Certain Rights of the Agent              61
     Section 10.05.  Reliance  by Agent and Administrative  
                     Agent                                    61
     Section 10.06.  Indemnification of Agent and Administrative
                     Agent                                    61
     Section 10.07.  The Agent and Administrative Agent
                     in its Individual Capacity               62
     Section 10.08.  Holders of Notes                         62
     Section 10.09.  Successor  Agent;  Successor  Administrative
                     Agent                                    62

ARTICLE XI     MISCELLANEOUS                                  63

     Section 11.01.  Notices                                  63
     Section 11.02.  Amendments, Etc.                         63
     Section 11.03.  No Waiver; Remedies Cumulative           64
     Section 11.04.  Payment of Expenses, Etc.                64
     Section 11.05.  Right of Setoff                          66
     Section 11.06.  Benefit of Agreement                     66
     Section 11.07.  Governing  Law;  Submission to  
                     Jurisdiction                             68
     Section 11.08.  Independent Nature of Lenders' Rights    69
     Section 11.09.  Counterparts                             69
     Section 11.10.  Effectiveness; Survival                  69
     Section 11.11.  Severability                             70
     Section 11.12.  Independence of Covenants                70
     Section 11.13.  Change in Accounting Principles, Fiscal Year
                     or Tax Laws                              70
     Section 11.14.  Headings Descriptive; Entire Agreement   70
     Section 11.15.  Time is of the Essence                   71
     Section 11.16.  Usury                                    71
     Section 11.17.  Construction                             71
     Section 11.18.  Effect of Amendment and Restatement      71

                           SCHEDULES

Schedule 6.01            Organization and Ownership of
                            Subsidiaries
Schedule 6.04            Tax Filings and Payments
Schedule 6.05            Certain Pending and Threatened
                            Litigation
Schedule 6.11            Employee Benefit Matters
Schedule 6.13            Outstanding Debt Defaults, Refinanced
                            Indebtedness
Schedule 6.14            Conflicting Agreements
Schedule 6.15(a)         Environmental Compliance
Schedule 6.15(b)         Environmental Notices
Schedule 6.15(c)         Environmental Permits
Schedule 6.17            Patent, Trademark, License, and
                            Other Intellectual Property
                            Matters
Schedule 6.20            Insurance
Schedule 6.21            Labor and Employment Matters
Schedule 6.22            Intercompany Loans
Schedule 6.23            Burdensome Restrictions
Schedule 8.01(b)         Existing Indebtedness
Schedule 8.02            Existing Liens



                            EXHIBITS

Exhibit A                Form of Syndicate Revolving Credit Note
Exhibit B                Form of Competitive Bid Revolving
                           Credit Note
Exhibit C                Form of Syndicate Line of Credit Note
Exhibit D                Form of Competitive Bid Line of
                           Credit Note
Exhibit E                Form of Syndicate Term Note
Exhibit F                Form of Competitive Bid Term Note
Exhibit G                Form of Guaranty
Exhibit H                Form of Closing Certificate
Exhibit I                Form of Assignment and Acceptance
Exhibit J                Form of Opinion of Borrower's Counsel
Exhibit K                Form of Contribution Agreement

                      AMENDED AND RESTATED
         REVOLVING CREDIT AND LINE OF CREDIT AGREEMENT



          THIS AMENDED AND RESTATED REVOLVING CREDIT AND LINE  OF
CREDIT  AGREEMENT, dated as of October 10, 1996 (the "Agreement")
by   and  among  HUGHES  SUPPLY,  INC.  ("Borrower"),  a  Florida
corporation, SUNTRUST BANK, ATLANTA ("SunTrust Bank, Atlanta"), a
Georgia  banking  corporation, SUNTRUST  BANK,  CENTRAL  FLORIDA,
NATIONAL  ASSOCIATION,  ("SunTrust  Bank,  Central  Florida")   a
national   banking  association,  NATIONSBANK  N.A.  (South),   a
national  banking association, SOUTHTRUST BANK OF ALABAMA,  a  na
tional  banking  association, and FIRST UNION  NATIONAL  BANK  OF
FLORIDA,  a  national  banking  association,  (collectively,  the
"Lenders" and, individually, a "Lender"), SUNTRUST, BANK  ATLANTA
and SUNTRUST BANK, CENTRAL FLORIDA as Agents for the Lenders, and
SUNTRUST BANK, ATLANTA as Administrative Agent for Lenders.

                     W I T N E S S E T H :

          WHEREAS, the Borrower, the Lenders, the Agents and  the
Administrative Agent are parties to that certain Revolving Credit
and  Line  of  Credit Agreement, dated as of  May  28,  1993,  as
heretofore amended or modified (the "Original Credit Agreement");

          WHEREAS, the Borrower, the Lenders, the Agents and  the
Administrative   Agent  desire  to  amend  the  Original   Credit
Agreement  to  reflect certain changes requested by the  Borrower
and  agreed to by the Lenders, and to restate the Original Credit
Agreement,  as  so amended, in its entirety, in order  to  remove
references  to  transactions which have been  completed,  to  set
forth in a single agreement all of the amendments to the Original
Credit  Agreement  (including those  effected  hereby),  and  for
convenience of reference;

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

                           ARTICLE I

                   DEFINITIONS; CONSTRUCTION

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

          "Adjusted LIBO Rate" shall mean, with respect  to  each
Interest  Period for a Eurodollar Advance, the rate  obtained  by
dividing  (A) LIBOR for such Interest Period by (B) a  percentage
equal  to  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 in respect of Eurodollar liabilities as defined in
Regulation D (or against any successor category of liabilities as
defined in Regulation D).

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

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

          "Administrative  Agent"  shall  mean   SunTrust   Bank,
Atlanta,  a  Georgia  banking  corporation,  and  each  successor
Administrative Agent.

          "Agent"  shall mean SunTrust Bank, Atlanta and SunTrust
Bank,  Central Florida, jointly and severally, as agent  for  the
Lenders hereunder and under the other Credit Documents, and  each
successor Agent.

          "Agreement"  shall  mean  this  Amended  and   Restated
Revolving  Credit  and  Line  of  Credit  Agreement,  either   as
originally  executed  or  as it may be  from  time  to  time  sup
plemented, amended, restated, renewed or extended and in effect.

          "Applicable   Margin"   shall   mean   the   percentage
designated below based on the fiscal quarter-end ratios for  each
of  Borrower's Fixed Charge Coverage Ratio and Senior Funded Debt
to Total Capital Ratio indicated below:

                                 
             Senior Funded       Fixed Charge Coverage Ratio
             Debt to Total       
             Capital             
                                 
                                                   
                                   <1.50   1.5 to     >2.0
                                             2.0
                                                   
                    >55%           1.25%   1.125%     1.0%    
                                                                  
                55% to >40%         1.0%    .875%     .75%
                                                   
                 30% to 40%        .875%     .75%    .625%
                                                   
                    <30%            .75%    .625%     .50%


provided, however, that:

          (a)   The  Applicable Margin in effect as  of  the
     date  of execution and delivery of this Agreement shall
     be  .75% and shall remain in effect until such time  as
     the  Applicable  Margin may be adjusted as  hereinafter
     provided; and

          (b)  So long as no Default or Event of Default has
     occurred   and  is  continuing  under  this  Agreement,
     adjustments, if any, to the Applicable Margin based  on
     changes in the ratios set forth above shall be made and
     become  effective on the first day of the second fiscal
     quarter after such determination.
     
          "Asbestos  Laws" means the common law in  all  federal,
state and local and foreign jurisdictions and other laws in  such
jurisdictions, and regulations, codes, orders, decrees, judgments
or  injunctions issued, promulgated, approved or entered  thereun
der,  now  or  hereafter  in  effect relating  to  or  concerning
asbestos  or  asbestos-containing  material,  including   without
limitation, exposure to asbestos or asbestos-containing material.

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

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

          "Bankruptcy  Code"  shall mean The Bankruptcy  Code  of
1978,  as amended and in effect from time to time (11 U.S.C.  101
et seq.).
          "Base  Rate"  shall mean (with any change in  the  Base
Rate  to be effective as of the date of change of either  of  the
following  rates), with respect to the Revolving Loans,  Line  of
Credit Loans and Term Loans, the higher of (a) the rate which the
Administrative Agent designates from time to time to be its prime
lending rate, as in effect from time to time, and (b) the Federal
Funds Rate, as in effect from time to time, plus one-half of  one
percent  (0.50%)  per  annum.  The Administrative  Agent's  prime
lending  rate  is  a  reference rate  and  does  not  necessarily
represent  the  lowest  or best rate charged  to  customers;  the
Administrative Agent may make commercial loans or other loans  at
rates  of interest at, above or below the Administrative  Agent's
prime lending rate.
     
          "Base  Rate  Advance" shall mean  an  Advance  made  or
outstanding as a Revolving Loan, Line of Credit Loan or Term Loan
as the case may be, bearing interest based on the Base Rate.

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

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

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

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

          "Cash Flow Coverage Ratio" shall mean, as at the end of
any  fiscal  period  of Borrower, the ratio of  (A)  the  sum  of
Consolidated  Net  Income  plus,  to  the  extent   deducted   in
determining  such  Consolidated Net Income, depreciation  expense
and  amortization expense minus the change in Working Capital  to
(B)  the  sum of Net Capital Expenditures, dividends, and current
maturities of long term debt.

          "CD  Rate"  shall  mean, with respect to  any  Interest
Period,  the  rate  of interest, adjusted for reserves  and  FDIC
insurance  and expressed as a percentage, available at 9:00  a.m.
(Atlanta,  Georgia time), or as soon thereafter  as  practicable,
identified on the Dow Jones Telerate Service ("Telerate") as  the
consensus  bid rate for secondary certificates of deposit  in  an
aggregate amount approximately comparable to the advance to which
such  rate  is  to be applicable with a maturity  equal  to  such
Interest Period (said consensus bid rate currently being shown on
page  5  of  Telerate).  If the foregoing rate is unavailable  on
Telerate  for  any reason, then such rate shall be determined  by
the  Agent  from  the comparable rate quoted on another  interest
rate  reporting service of recognized standing as  designated  by
the Administrative Agent to Borrower and Lender.

          "CD  Rate  Advance"  shall  mean  an  Advance  made  or
outstanding as a Revolving Loan, a Line of Credit Loan or a  Term
Loan, as the case may be, bearing interest based on the CD Rate.

          "CERCLA"  has the meaning set forth in Section  6.15(a)
of this Agreement.

          "Closing Date" shall mean the date on or before October
10,  1996, on which the initial Loans are made and the conditions
set  forth  in Section 5.01 are satisfied or waived in accordance
with Section 11.02.

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

          "Commitment"  shall mean, for any Lender at  any  time,
any  of  its  Revolving Loan Commitment or Line  of  Credit  Loan
Commitment, as the case may be.

          "Competitive Bid Line of Credit Loan" shall mean a Line
of  Credit  Loan made by a Lender on a competitive bid  basis  as
provided in Article IV.

           "Competitive  Bid  Line of Credit Notes"  shall  mean,
collectively, the promissory notes evidencing the Competitive Bid
Line of Credit Loans in the form attached hereto as Exhibit D.

          "Competitive  Bid  Rate" shall mean the  interest  rate
charged by a Lender on a Competitive Bid Line of Credit Loan or a
Competitive Bid Revolving Loan.

          "Competitive  Bid Revolving Credit Notes"  shall  mean,
collectively, the promissory notes evidencing the Competitive Bid
Revolving Credit Loans in the form attached hereto as Exhibit B.

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

          "Competitive Bid Term Loan" shall mean a Term Loan made
by a Lender on a competitive bid basis as provided in Article IV.

          "Competitive  Bid Term Notes" shall mean, collectively,
the promissory notes evidencing the Competitive Bid Term Loans in
the form attached hereto as Exhibit F.

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

          "Consolidated EBITR" shall mean, for any fiscal  period
of  the  Borrower,  an  amount  equal  to  (A)  the  sum  of  its
Consolidated Net Income (Loss), plus, to the extent  deducted  in
determining  Consolidated Net Income (Loss), (i)  provisions  for
taxes  based  on income, (ii) Consolidated Interest Expense,  and
(iii) Consolidated Rental Expense.

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

          "Consolidated Rental Expense" shall mean for any fiscal
period of Borrower, total operating lease expense of Borrower and
its subsidiaries on a consolidated basis.

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

          "Consolidated Net Worth" shall mean as of the  date  of
determination,  the  Borrower's  total  shareholder's  equity  as
determined  in  accordance  with  generally  accepted  accounting
principles.

          "Consolidated  Subsidiary"  shall  mean,  as   at   any
particular  time,  any  corporation included  as  a  consolidated
Subsidiary  of  Borrower  in  Borrower's  most  recent  financial
statements  furnished  to  its  stockholders  and  certified   by
Borrower's  independent public accountants, provided  that  under
then  generally accepted accounting principles approved  by  such
independent public accountants, such corporation may continue  to
be  so  included as a consolidated Subsidiary of Borrower in  any
financial statements thereafter certified by such accountants.

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

          "Conversion Date" shall mean, with respect to a Line of
Credit  Loan,  the date on which such Line of Credit  Loan  shall
come  due  within the period (a) 90 days prior to the termination
of the Line of Credit Commitment, and (b) the termination date of
the  Line  of  Credit  Commitment,   which  termination  date  is
initially  360 days after the Closing Date, but which is  subject
to  extension pursuant to the terms of this Agreement.   Line  of
Credit Loans shall be paid, renewed or converted to Term Loans on
a Conversion Date.

          "Credit  Documents"  shall  mean,  collectively,   this
Agreement,  the  Notes, the Guaranty Agreements,  and  all  other
Guaranty Documents, if any.

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

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

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

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

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

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

          "ERISA  Affiliate"  shall mean,  with  respect  to  any
Person,  each  trade  or business (whether or  not  incorporated)
which is a member of a group of which that Person is a member and
which  is  under  common  control  within  the  meaning  of   the
regulations promulgated under Section 414 of the Tax Code.

          "Eurodollar  Advance" shall mean  an  Advance  made  or
outstanding as a Revolving Loan, a Line of Credit Loan, or a Term
Loan,  as the case may be, bearing interest based on the Adjusted
LIBO Rate.

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

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

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

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

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

          "Facility"  or  "Facilities" shall mean  the  Revolving
Loan   Commitments  and  Revolving  Loans,  the  Line  of  Credit
Commitment  and Line of Credit Loans, or the Term  Loans  as  the
context may indicate.

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

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

          "Fixed Charge Coverage Ratio" shall mean, as at the end
of  any  fiscal  year  period  of  Borrower,  the  ratio  of  (A)
Consolidated  EBITR  to (B) the sum of (i) Consolidated  Interest
Expense plus (ii) Consolidated Rental Expense.

          "Fixed Rate Advance" shall mean any CD Rate Advance and
any Eurodollar Advance.

          "Funded  Debt"  shall mean all indebtedness  for  money
borrowed,  purchase money mortgages, capitalized leases,  amounts
of  any  outstanding  accounts  receivable  sold  pursuant  to  a
securitization program, conditional sales contracts  and  similar
retention  debt instruments, including any current maturities  of
such  indebtedness, which by its terms matures more than one year
from  the  date  of  any  calculation  thereof  and/or  which  is
renewable  or extendable at the option of the obligor to  a  date
beyond  one year from such date.  The calculation of Funded  Debt
shall   include  all  Funded  Debt  of  the  Borrower   and   its
Subsidiaries, plus all Funded Debt of other entities or  persons,
other  than  Subsidiaries,  which  has  been  guaranteed  by  the
Borrower  or any Subsidiary or which is supported by a letter  of
credit issued for the account of the Borrower or any Subsidiary.

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

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

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

          "Guaranty  Agreements"  shall mean,  collectively,  the
Guaranty Agreement executed by each of the Guarantors in favor of
the Lenders and the Agent, substantially in the form of Exhibit G
as the same may be amended, restated or supplemented from time to
time,  and  the Contribution Agreement executed by  each  of  the
Guarantors,  substantially in the form of Exhibit K as  the  same
may be amended, restated or supplemented from time to time.
           "Guaranty  Documents"  shall mean,  collectively,  the
Guaranty Agreements, and each other guaranty agreement, mortgage,
deed  of  trust, security agreement, pledge agreement,  or  other
security  or  collateral document guaranteeing  or  securing  the
Obligations,   as   the  same  may  be  amended,   restated,   or
supplemented  from time to time, and the Contribution  Agreements
executed  by each of the Guarantors, as the same may be  amended,
restated or supplemented from time to time.

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

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

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

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

          "Indebtedness"  of  any  Person  shall  mean,   without
duplication  (i)  all  obligations  of  such  Person   which   in
accordance with GAAP would be shown on the balance sheet of  such
Person as a liability (including, without limitation, obligations
for  borrowed  money  and  for  the deferred  purchase  price  of
property  or  services,  and  obligations  evidenced  by   bonds,
debentures, notes or other similar instruments); (ii) all  rental
obligations  under leases required to be capitalized under  GAAP;
(iii)  all  Guaranteed  Indebtedness of  such  Person  (including
contingent  reimbursement obligations under  undrawn  letters  of
credit);  (iv)  Indebtedness of others secured by any  Lien  upon
property  owned  by  such Person, whether  or  not  assumed;  and
(v)  obligations  or other liabilities under currency  contracts,
interest  rate  hedging contracts, or similar agreements  or  com
binations thereof.

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

          "Intercompany Loans" shall mean, collectively, (i)  the
loans more particularly described on Schedule 6.22 and (ii) those
loans  or  other  extensions of credit made by  any  Consolidated
Company to another Consolidated Company satisfying the terms  and
conditions  set  forth in Section 8.01 or  as  may  otherwise  be
approved  in writing by the Administrative Agent and the Required
Lenders.

          "Interest  Period" shall mean (i) such  periods  agreed
upon  between Borrower and Lenders making Competitive  Bid  Loans
and  with respect to CD Rate Advances, the period of 30, 60,  90,
or  180  days selected by the Borrower, and (ii) with respect  to
LIBOR advances, the period of 1, 2, 3 or 6 months selected by the
Borrower,  in  either case pursuant to the terms  of  the  credit
facility  and  subject  to  customary  adjustments  in  duration;
provided, that (a) the first day of an Interest Period must be  a
Business Day, (b) any Interest Period that would otherwise end on
a day that is not a Business Day for Eurodollar Loans or C/D Rate
Loans  shall be extended to the next succeeding Business Day  for
Eurodollar  Loans  or C/D Rate Loans, unless  such  Business  Day
falls  in  the  next calendar month, in which case  the  Interest
Period  shall  end  on  the  next  preceding  Business  Day   for
Eurodollar  Loans  or C/D Rate Loans, and (c)  Borrower  may  not
elect  an Interest Period which would extend beyond the  Line  of
Credit Maturity Date or the Final Maturity Date.

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

          "Lender" or "Lenders" shall mean the banks and  lending
institutions  listed  on  the signature pages  hereof,  and  each
assignee thereof, if any, pursuant to Section 11.06.

           "Lending Installation" shall mean any office,  branch,
subsidiary or affiliate of any Lender.

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

          "Leverage Ratio" shall mean the ratio, expressed  as  a
percentage, of Senior Funded Debt to Total Capitalization for the
Consolidated Companies.

          "LIBOR"  shall  mean,  for  any  Interest  Period,  the
offered  rates  for  deposits  in  U.S.  dollars  for  a   period
comparable to the Interest Period appearing on the Reuters Screen
LIBOR Page as of 11:00 a.m., London time, on the day that is  two
London  banking  days  prior to the first  day  of  the  Interest
Period.  If at least two such rates appear on the Reuters  Screen
LIBOR  Page,  the  rate  for that Interest  Period  will  be  the
arithmetic mean of such rates, rounded, if necessary, to the next
higher  1/16  of 1.0%; and in either case as such  rates  may  be
adjusted  for  any  applicable  reserve  requirements.   If   the
foregoing  rate  is unavailable from the Reuters Screen  for  any
reason,  then such rate shall be determined by the Administrative
Agent  from  Telerate  Page  3750  or,  if  such  rate  is   also
unavailable  on  such  service, then on any other  interest  rate
reporting service of recognized standing designated in writing by
the Administrative Agent to Borrower and the Lenders; in any such
case  rounded, if necessary, to the next higher 1/16 of 1.0%,  if
the rate is not such a multiple.

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

          "Line of Credit Commitment" shall mean at any time  for
any Lender, the amount of such commitment set forth opposite such
Lender's  name on the signature pages hereof or on any assignment
hereafter  executed  by  any assignee of  a  Lender  pursuant  to
Section  11.06,  as the same may be increased or  decreased  from
time  to  time as a result of any reduction thereof  pursuant  to
Sections 3.03, any assignment thereof pursuant to Section  11.06,
or any amendment thereof pursuant to Section 11.02.

          "Line  of  Credit Loans" shall mean advances and  Loans
made under the Line of Credit Commitment.

          "Line  of Credit Maturity Date" shall have the  meaning
as defined in Section 3.01(a).

          "Line  of Credit Note" shall mean any of the promissory
notes issued by Borrower to each of the Lenders substantially  in
the  form  of  Exhibit  C  and Exhibit D,  either  as  originally
executed  or  as the same may from time to time be  supplemented,
modified, amended, renewed or extended.

          "Loans" shall mean, collectively, the Revolving  Loans,
the Line of Credit Loans and the Term Loans.

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

          "Materially  Adverse Effect" shall mean the  occurrence
of  an  event,  which  would  (i)  cause  the  recognition  of  a
liability,  as  required  by Statement  of  Financial  Accounting
Standards  No. 5, in the current quarter financial statements  in
the  amount  of $5,000,000 or more, or (ii) cause an  auditor  to
have  a  substantial  doubt  about the  ability  of  Borrower  to
continue  as  a going concern after consideration of management's
plans as described in Statement of Auditing Standards, No. 59.

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

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

          "Net   Capital   Expenditures"   shall   mean   capital
expenditures less the proceeds of sales of property,  plant,  and
equipment.

          "Net  Proceeds" shall mean, with respect to  any  Asset
Sale,  all cash, including (i)  cash proceeds collected  pursuant
to  a  promissory  note,  a receivable or otherwise  (other  than
interest  payable thereon), and (ii) with respect to asset  sales
resulting  from  the  loss,  damage,  destruction  or  taking  of
property,  the proceeds of insurance settlements and condemnation
awards   (other  than  the  portion  of  the  proceeds  of   such
settlements  and  such awards that are used to  repair,  replace,
improve or restore the item of property in respect of which  such
settlement or award was paid provided that the recipient of  such
proceeds  enters into a binding contractual obligation to  effect
such  repair, replacement, improvement or restoration within  six
(6) months of such loss, damage or destruction and completes such
repair,  replacement,  improvement or restoration  within  twelve
(12)  months of such loss, damage, destruction or taking) as  and
when   received  in  cash,  in  either  case,  received  by   any
Consolidated  Company as a result of or in connection  with  such
transaction,   net   of  reasonable  sale  expenses,   fees   and
commissions  incurred, and taxes paid or expected to  be  payable
within  the  succeeding 12-month period in connection  therewith,
and  net of any payment required to be made with respect  to  the
outstanding principal amount of, premium or penalty, if any,  and
interest on any Indebtedness (other than the  Loans) secured by a
Lien  (to  the extent permitted by Section 8.02) upon  the  asset
sold in such asset sale.

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

          "Notice  of Borrowing" shall have the meaning  provided
in Section 4.01.

          "Notice  of  Continuation/Conversion"  shall  have  the
meaning provided in Section 4.01.

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

          "Permitted  Liens"  shall mean  those  Liens  expressly
permitted by Section 8.02.

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

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

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

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

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

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

          "Pro  Rata Share" shall mean, with respect to  each  of
the  Commitments of each Lender and each Loan to be made  by  and
each  payment  (including,  without limitation,  any  payment  of
principal,  interest  or fees) to be made  to  each  Lender,  the
percentage  designated as such Lender's Pro Rata  Share  of  such
Commitments,  such  Loans or such payments,  as  applicable,  set
forth  under the name of such Lender on the respective  signature
page  for such Lender or in any assignment hereafter executed  by
an  assignee of a Lender pursuant to Section 11.06, in each  case
as  such Pro Rata Share may change from time to time as a  result
of assignments or amendments made pursuant to this Agreement.

          "Regulation D" shall mean Regulation D of the Board  of
Governors  of the Federal Reserve System, as the same may  be  in
effect from time to time.
          "Required  Lenders" shall mean, at  any  time,  Lenders
holding at least sixty-six and two/thirds percent (66.67%) of the
then aggregate amount of the Revolving Loan Commitments, the Line
of Credit Commitments and aggregate outstanding Loans.

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

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

           "Revolving Credit Notes" shall mean, collectively, the
promissory  notes  evidencing the Revolving  Loans  in  the  form
attached hereto as Exhibit A and Exhibit B.

          "Revolving Loan Commitment" shall mean, at any time for
any Lender, the amount of such commitment set forth opposite such
Lender's  name on the signature pages hereof or in any assignment
executed by an assignee of a Lender pursuant to Section 11.06, as
the  same  may be increased or decreased from time to time  as  a
result  of  any reduction thereof pursuant to Section  2.03,  any
assignment  thereof pursuant to Section 11.06, or  any  amendment
thereof pursuant to Section 11.02.

          "Revolving   Loans"   shall  mean,  collectively,   the
revolving  credit loans made to Borrower by the Lenders  pursuant
to Section 2.01.

          "Senior  Funded  Debt" shall mean an  amount  equal  to
Funded Debt less Subordinated Debt.

          "Shareholders' Equity" shall mean, with respect to  any
Person  as at any date of determination, shareholders' equity  of
such  Person,  determined on a consolidated basis  in  conformity
with GAAP.

          "Subordinated  Debt"  shall mean  all  Indebtedness  of
Borrower and its Subsidiaries subordinated to all obligations  of
Borrower  and its Subsidiaries or any other Credit Party  arising
under  this  Agreement, the Notes and the Guaranty Agreements  on
terms  and  conditions  satisfactory  in  all  respects  to   the
Administrative Agent and the Required Lenders, including  without
limitation,  with  respect  to  interest  rates,  payment  terms,
maturities,   amortization   schedules,   covenants,    defaults,
remedies,  and  subordination provisions,  as  evidenced  by  the
written   approval  of  the  Administrative  Agent  and  Required
Lenders.
          "Subsidiary"  shall mean, with respect to  any  Person,
any  corporation or other entity (including, without  limitation,
partnerships, joint ventures, and associations) regardless of its
jurisdiction of organization or formation, at least a majority of
the total combined voting power of all classes of voting stock or
other ownership interests of which shall, at the time as of which
any  determination is being made, be owned by such Person, either
directly or indirectly through one or more other Subsidiaries.

          "Syndicate   Line   of   Credit   Loan"   shall   mean,
collectively, the Line of Credit Loans made to Borrower hereunder
other than Competitive Bid Line of Credit Loans.

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

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

          "Syndicate  Term  Notes" shall mean, collectively,  the
promissory notes evidencing the Syndicate Term Loans in the  form
attached hereto as Exhibit E

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

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

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

          "Termination Date" shall mean June 30, 1999.

          "Term  Loans"  shall mean, collectively, the  Syndicate
Term Loans and the Competitive Bid Term Loans made to Borrower by
the  Lenders  on  the  respective Conversion  Dates  pursuant  to
Section 3.04.

          "Term  Notes"  shall mean, collectively, the  Syndicate
Term Notes and the Competitive Bid Term Notes.
          "Total  Capital" shall mean the sum of Funded Debt  and
Consolidated Net Worth.

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

          "Type"  of  Borrowing shall mean a Borrowing consisting
of  Base  Rate Advances, CD Rate Advances or Eurodollar Advances,
and any Advances made pursuant to the Competitive Bid Facility.

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

          "Working  Capital"  shall mean,  as  the  date  of  any
determination  for  Borrower  and its  subsidiaries  (A)  current
assets,  as  determined  in accordance  with  generally  accepted
accounting   principles,  excluding  cash   minus   (b)   current
liabilities, as determined in accordance with generally  accepted
accounting  principles excluding the current  portion  of  Funded
Debt, in each case determined on a consolidated basis.

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

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

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


                           ARTICLE II

                        REVOLVING LOANS

          Section 2.01.  Commitment; Use of Proceeds.

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

          (b)   Each  Revolving  Loan shall,  at  the  option  of
Borrower, be made or continued as, or converted into, part of one
or  more  Borrowings  that shall consist  entirely  of  Syndicate
Revolving  Credit  Advances  (as  Base  Rate  Advances,  CD  Rate
Advances,  or  Eurodollar  Advances)  or  Competitive  Bid   Rate
Revolving  Advances.   The  aggregate principal  amount  of  each
Borrowing of Revolving Loans shall be not less than $2,000,000 or
a  greater  integral  multiple of $100,000,  provided  that  each
Borrowing  of  Revolving Loans comprised of  Base  Rate  Advances
shall be not less than $250,000 or a greater integral multiple of
$10,000.   At  no time shall the number of Borrowings outstanding
under  this Article II exceed six; provided that, for the purpose
of  determining  the  number of Borrowings  outstanding  and  the
minimum  amount  for  Borrowings resulting  from  conversions  or
continuations,  all Borrowings of Base Rate Advances  under  this
Facility  shall  be  considered as one  Borrowing.   The  parties
hereto  agree  that (i) the aggregate principal  balance  of  the
Revolving  Loans  (including the Competitive Bid  Rate  Revolving
Loans)  of  the  Lenders as a group shall not  exceed  the  Total
Revolving Commitments, (ii) no Lender shall be obligated to  make
Syndicate  Revolving Loans in excess of the  Commitment  of  such
Lender,  (iii) no Lender shall be obligated hereunder  to  extend
Competitive Bid Rate Revolving Loans or to make quotes  for  such
Loans,  (iv)  a  Bank  may elect, in its  discretion,  to  extend
Competitive  Bid  Rate  Revolving Loans which,  either  alone  or
together  with  the  Syndicate Loans of  such  Bank,  exceed  the
Commitment  of  such  Lender and (v)  the  Competitive  Bid  Rate
Revolving  Loans  (if any) extended by a Bank  shall  reduce  the
Commitment  of  such Bank by the amount of such  Competitive  Bid
Rate Revolving Loans so extended (but not below zero).

          (c)   The  proceeds of Revolving Loans  shall  be  used
solely  for  working  capital  purposes  and  for  other  general
corporate   purposes,   including   acquisitions   and    capital
expenditures of the Consolidated Companies.

          Section 2.02.  Notes; Repayment of Principal.

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

          (b)    All  outstanding  principal  amounts  under  the
Revolving  Loans  shall  be  due  and  payable  in  full  on  the
Termination Date.

          Section  2.03.   Voluntary Reduction of Revolving  Loan
Commitments.   Upon  at  least three  (3)  Business  Days'  prior
telephonic  notice  (promptly  confirmed  in  writing)   to   the
Administrative  Agent,  Borrower shall have  the  right,  without
premium  or penalty, to terminate the Revolving Loan Commitments,
in part or in whole, provided that (i) any such termination shall
apply  to  proportionately and permanently reduce  the  Revolving
Loan  Commitments  of  each  of the  Lenders,  (ii)  any  partial
termination pursuant to this Section 2.03 shall be in  an  amount
of  at  least $1,000,000 and integral multiples of $100,000,  and
(iii)  no  such  reduction shall be permitted  if  prohibited  or
without  payment of all costs required to be paid hereunder  with
respect to a prepayment.  If the aggregate outstanding amount  of
the  Revolving  Loans exceeds the amount of  the  Revolving  Loan
Commitments as so reduced, Borrower shall immediately  repay  the
Revolving Loans by an amount equal to such excess, together  with
all  accrued  but unpaid interest on such excess amount  and  any
amounts due under Section 4.12 hereof.


                          ARTICLE III

                      LINE OF CREDIT LOANS

          Section 3.01.  Line of Credit Loan Commitment;  Use  of
Proceeds.

          (a)   Subject  to  and  upon the terms  and  conditions
herein  set  forth,  each  Lender severally  agrees  to  make  to
Borrower  from  time to time on and after the Closing  Date,  but
prior  to  August 31, 1997 (the "Line of Credit Maturity  Date"),
Line  of Credit Loans in an aggregate amount outstanding  at  any
time  not to exceed such Lender's Line of Credit Loan Commitment.
The  period  between  the Closing Date and  the  Line  of  Credit
Maturity  Date  shall  be called the "Line of  Credit  Commitment
Period."  Borrower may, on and before two hundred ten (210)  days
prior to the Line of Credit Maturity Date, as it may from time to
time exist, request in writing an extension of the Line of Credit
Maturity Date and Line of Credit Commitment Period.  The  Lenders
may, in the exercise of their sole discretion extend the Line  of
Credit Commitment Period and the Line of Credit Maturity Date for
an  additional one hundred eighty (180) days.  The  Lender  shall
notify the Borrower in writing of such election no later than one
hundred  eighty  (180) days prior to the Line of Credit  Maturity
Date.   In  the event a Lender elects not to extend the  Line  of
Credit  Commitment Period, the Total Commitment and the  Line  of
Credit Commitment will be reduced at the maturity thereof by  the
amount  of the Line of Credit Commitment of such Lender.  Failure
to  respond by a Lender shall be deemed to be an election not  to
extend the Line of Credit Commitment Period. Borrower shall repay
all  Loans  made  by such Lender as and when  due.   Neither  the
Commitment nor the Loans outstanding of Lenders other  than  such
Lender  shall be reduced or in any other manner affected by  such
Lender's  decision  not to extend the Line of  Credit  Commitment
Period.

          (b)  Each  Line of Credit Loan shall, at the option  of
Borrower, be made or continued as, or converted into, part of one
or  more Borrowings that shall consist entirely of Syndicate Line
of  Credit Advances (as Base Rate Advances, CD Rate Advances,  or
Eurodollar  Advances)  or Competitive Bid  Rate  Line  of  Credit
Advances.   The aggregate principal amount of each  Borrowing  of
Line  of  Credit  Loans shall be not less than  $2,000,000  or  a
greater  integral  multiple  of  $100,000,  provided  that   each
Borrowing of Line of Credit Loans comprised of Base Rate Advances
shall be not less than $250,000 or a greater integral multiple of
$10,000.   At  no time shall the number of Borrowings outstanding
under this Article III exceed six; provided that, for the purpose
of  determining  the  number of Borrowings  outstanding  and  the
minimum  amount  for  Borrowings resulting  from  conversions  or
continuations,  all Borrowings of Base Rate Advances  under  this
Facility  shall  be  considered as one  Borrowing.   The  parties
hereto agree that (i) the aggregate principal balance of the Line
of  Credit  Loans  (including the Competitive Bid  Rate  Line  of
Credit  Loans)  of the Lenders as a group shall  not  exceed  the
Total  Line  of  Credit  Commitments, (ii)  no  Lender  shall  be
obligated to make Syndicate Line of Credit Loans in excess of the
Commitment  of  such Lender, (iii) no Lender shall  be  obligated
hereunder to extend Competitive Bid Rate Line of Credit Loans  or
to  make  quotes for such Loans, (iv) a Bank may  elect,  in  its
discretion,  to extend Competitive Bid Rate Line of Credit  Loans
which, either alone or  together with the Syndicate Loans of such
Bank,   exceed  the  Commitment  of  such  Lender  and  (v)   the
Competitive Bid Rate Line of Credit Loans (if any) extended by  a
Bank  shall reduce the Commitment of such Bank by the  amount  of
such  Competitive Bid Rate Line of Credit Loans so extended  (but
not below zero).

          (c)  The proceeds of Line of Credit Loans shall be used
solely  for  the following purpose: to provide capacity  for  the
payment of commercial paper issued by Borrower from time to  time
pursuant  to the Borrower's unrated commercial paper  program  at
SunTrust Bank, Atlanta.  Line of Credit Loans plus the amount  of
all  commercial paper issued by Borrower may not at any one  time
exceed fifty million dollars ($50,000,000.).

          Section 3.02.  Notes; Repayment of Principal.

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

          (b)   All outstanding principal amounts under the  Line
of  Credit Loans shall be due and payable at the earlier  of  (i)
Line  of  Credit  Maturity  Date  or  (ii)  acceleration  of  the
indebtedness as provided in the Line of Credit Note.

          Section 3.03.  Voluntary Reduction of Loan Commitments.
Upon  at  least three (3) Business Days' prior telephonic  notice
(promptly  confirmed  in  writing) to the  Administrative  Agent,
Borrower  shall  have the right, without premium or  penalty,  to
terminate  the  Line of Credit Loan Commitments, in  part  or  in
whole,  provided  that (i) any such termination  shall  apply  to
proportionately and permanently reduce the Line  of  Credit  Loan
Commitments  of each of the Lenders, (ii) any partial termination
pursuant  to this Section 3.03 shall be in an amount of at  least
$1,000,000 and integral multiples of $100,000, and (iii) no  such
reduction shall be permitted if prohibited or without payment  of
all  costs  required  to  be paid hereunder  with  respect  to  a
prepayment.  If the aggregate outstanding amount of the  Line  of
Credit  Loans  exceeds  the amount of the  Line  of  Credit  Loan
Commitments as so reduced, Borrower shall immediately  repay  the
Line  of Credit Loans by an amount equal to such excess, together
with  all  accrued but unpaid interest on such excess amount  and
any amounts due under Section 4.12 hereof.

          Section 3.04. Term Loans.

          (a)   Subject  to  and  upon the terms  and  conditions
herein set forth, on a Conversion Date of a Line of Credit  Loan,
provided  that  there  exists no Default  or  Event  of  Default,
Borrower  may   satisfy  its obligation to  repay  the  principal
amount of a then outstanding Line of Credit Loan by executing and
delivering to the respective Syndicate Line of Credit  Lender  or
Competitive Bid Line of Credit Lender a Syndicate Term Note or  a
Competitive Bid Term Note, as the case may be, in accordance with
the provisions of paragraph (b) below.

          (b)   Each Syndicate Term Note and Competitive Bid Term
Note  shall  be  dated the applicable Conversion Date,  shall  be
payable  to the applicable Lender in a principal amount equal  to
such  Lender's  Line  of  Credit  Advances  outstanding  on   the
applicable Conversion Date.

          (c)   Upon  at  least  three (3) Business  Days'  prior
telephonic  notice  (promptly  confirmed  in  writing)   to   the
Administrative  Agent,  Borrower shall have  the  right,  without
premium  or penalty, to terminate the Term Loans, in part  or  in
whole,  provided  that (i) any such termination  shall  apply  to
proportionately and permanently reduce the Term Loans of each  of
the  Lenders,  (ii)  any  partial termination  pursuant  to  this
Section  3.04  shall be in an amount of at least  $1,000,000  and
integral multiples of $100,000, (iii) any such terminations shall
be  applied  to  installments of principal in  inverse  order  of
maturity,  and  (iv)  no  such reduction shall  be  permitted  if
prohibited  or without payment of all costs required to  be  paid
hereunder  with  respect  to  a  prepayment.   If  the  aggregate
outstanding  amount of the Term Loans exceeds the amount  of  the
Line  of  Credit  Loan Commitments as so reduced, Borrower  shall
immediately  repay  the Term Loans by an  amount  equal  to  such
excess,  together  with all accrued but unpaid interest  on  such
excess amount and any amounts due under Section 4.12 hereof.

          Section  3.05.  Repayment of Principal of  Term  Loans.
Borrower shall repay each respective Term Loan two (2) years from
the applicable Conversion Date.


                           ARTICLE IV

                       GENERAL LOAN TERMS

          Section 4.01.  Funding Notices.

          (a)  (i)  Whenever Borrower desires to make a Borrowing
with  respect to the Syndicate Revolving Loan Commitments or  the
Syndicate  Line of Credit Commitments (other than  one  resulting
from   a   conversion   or  continuation  pursuant   to   Section
4.01(b)(i)), it shall give the Administrative Agent prior written
notice  (or  telephonic notice promptly confirmed in writing)  of
such  Borrowing  (a  "Notice  of  Borrowing"),  such  Notice   of
Borrowing  to  be given prior to 11:00 A.M. (local time  for  the
Administrative Agent) at its Payment Office (x) one Business  Day
prior to the requested date of such Borrowing in the case of Base
Rate  Advances, (y) two Business Days prior to the requested date
of  such Borrowing in the case of CD Rate Advances, and (z) three
Business  Days prior to the requested date of such  Borrowing  in
the  case  of Eurodollar Advances.  Notices received after  11:00
A.M.  shall  be deemed received on the next Business  Day.   Each
Notice  of  Borrowing shall be irrevocable and shall specify  the
aggregate  principal  amount  of  the  Borrowing,  the  date   of
Borrowing  (which  shall  be a Business  Day),  and  whether  the
Borrowing  is to consist of Base Rate Advances, CD Rate  Advances
or  Eurodollar Advances and (in the case of Fixed Rate  Advances)
the Interest Period to be applicable thereto.

          (ii)  Whenever  Borrower desires to  make  a  Borrowing
under  the  Competitive  Bid Revolving  Loan  Commitment  or  the
Competitive  Bid  Line  of  Credit  Commitment  (other  than  one
resulting  from a conversion or continuation pursuant to  Section
4.01(b)(ii)), it shall give the Lenders notice that  the  Lenders
are  requested  to  provide Competitive Bid  Rates  for  Interest
Periods  identified by Borrower. Notices must comply with  notice
requirements   of  each  respective  Lender,   which   shall   be
communicated  by  Lenders to Borrower from time  to  time.   Each
Lender  in  its  discretion may, but shall not be  obligated  to,
submit  a  quote to the Borrower in connection with such request.
The  Borrower shall then be entitled, in its sole discretion,  to
elect  to incur all or any part of the Competitive Bid Rate  Loan
offered  by  one  or  more of the Lenders that  have  elected  to
provide quotes for any of the Interest Periods and at the rate(s)
quoted  by  such  Lender(s).   The  Competitive  Bid  Rate  Loans
incurred  by  the Borrower in connection with such a request  for
quotes  shall  not  exceed (i) with respect to all  Lenders  then
providing  quotes, the then unutilized Commitment of all  Lenders
as  a  group,  and (ii) with respect to each Lender  providing  a
quote,  the  amount  bid by such Lender in connection  with  such
Lender's  quote.   The Borrower shall notify  the  Administrative
Agent  and  such Lender or Lenders of its election in  accordance
with  the  procedures established with such  Lender  or  Lenders,
having no obligation to report the terms thereof.

          (b)  (i)  Whenever Borrower desires to convert all or a
portion of an outstanding Borrowing under the Syndicate Revolving
Credit Commitments, the Syndicate Line of Credit Commitments,  or
constituting a portion of a Syndicate Term Loan, which  Borrowing
consists  of  Base Rate Advances, CD Rate Advances or  Eurodollar
Advances,  into one or more Borrowings consisting of Advances  of
another  Type, or to continue outstanding a Borrowing  consisting
of  CD  Rate  Advances or Eurodollar Advances for a new  Interest
Period,  it  shall  give the Administrative Agent  at  least  two
Business  Days'  prior  written  notice  (or  telephonic   notice
promptly  confirmed  in  writing) of each  such  Borrowing  being
converted  into or continued as CD Rate Advances,  and  at  least
three  Business Days' prior written notice (or telephonic  notice
promptly  confirmed  in writing) of each  such  Borrowing  to  be
converted into or continued as Eurodollar Advances.  Such  notice
(a  "Notice of Conversion/Continuation") shall be given prior  to
11:00 A.M. (local time for the Administrative Agent) on the  date
specified  at  the  Payment Office of the  Administrative  Agent.
Each  such Notice of Conversion/Continuation shall be irrevocable
and  shall specify the aggregate principal amount of the Advances
to  be  converted  or continued, the date of such  conversion  or
continuation,  whether the Advances are being converted  into  or
continued as CD Rate Advances or Eurodollar Advances and (in  the
case  of  Fixed  Rate  Advances) the Interest  Period  applicable
thereto.   If,  upon  the expiration of any  Interest  Period  in
respect  of any Borrowing, Borrower shall have failed to  deliver
the  Notice of Conversion/Continuation, Borrower shall be  deemed
to  have  elected  to  convert or continue such  Borrowing  to  a
Borrowing  consisting  of Base Rate Advances.   So  long  as  any
Executive  Officer of Borrower has knowledge that any Default  or
Event  of  Default  shall have occurred  and  be  continuing,  no
Borrowing  may be converted into or continued as (upon expiration
of  the  current Interest Period) Fixed Rate Advances unless  the
Administrative Agent and each of the Lenders shall have otherwise
consented  in writing.  No conversion of any Borrowing  of  Fixed
Rate  Advances shall be permitted except on the last day  of  the
Interest Period in respect thereof.

          (ii)  Whenever  Borrower desires to convert  all  or  a
portion  of  an  outstanding Borrowing under the Competitive  Bid
Revolving  Credit Commitment, the Competitive Bid Line of  Credit
Commitment, or constituting a portion of a Competitive  Bid  Term
Loan,   which  Borrowing  consists  of  Base  Rate  Advances   or
Eurodollar  Advances, into one or more Borrowings  consisting  of
another  Type, or to continue outstanding a Borrowing  consisting
of  Eurodollar Advances for a new Interest Period, it may request
that the Lenders provide quotes for Competitive Bid Rates in  the
same  manner  prescribed in Section 4.01(a)(1) for funding.   If,
upon  the  expiration of any Interest Period in  respect  of  any
Competitive Bid Borrowing, Borrower shall have failed to  deliver
the Notice of Continuation/Conversion, or Lenders fail to provide
such  quotes, Borrower shall be deemed to have elected to convert
or continue such Borrowing to a Borrowing consisting of Base Rate
Advances.  So long as any Default or Event of Default shall  have
occurred and be continuing, no Borrowing may be converted into or
continued  as  (upon expiration of the current  Interest  Period)
Eurodollar  Advances.   No  conversion  of  any  Borrowing   into
Eurodollar Advances shall be permitted except on the last day  of
the Interest Period in respect thereof.

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

          (d)   The Administrative Agent shall promptly give each
Lender  notice by telephone (confirmed in writing) or  by  telex,
telecopy or facsimile transmission of the matters covered by  the
notices  given  to  the  Administrative Agent  pursuant  to  this
Section  4.01  with respect to the Revolving Credit  Commitments,
the Line of Credit Commitments, and Term Loans.

          Section 4.02.  Disbursement of Funds.

          (a)   No  later  than 11:00 A.M. (local  time  for  the
Administrative Agent) on the date of each Borrowing  pursuant  to
the  Revolving Loan Commitments or the Line of Credit Commitments
(other  than  one  resulting  from a conversion  or  continuation
pursuant  to Section 5.01(b)(i)), each Lender will make available
its Pro Rata Share of the amount of such Borrowing in immediately
available  funds  at  the Payment Office  of  the  Administrative
Agent.   The Administrative Agent will make available to Borrower
the  aggregate of the amounts (if any) so made available  by  the
Lenders  to the Administrative Agent in a timely manner  by  cred
iting  such  amounts  to Borrower's demand deposit  account  main
tained with the Administrative Agent or at Borrower's option,  to
effect  a  wire  transfer of such amounts to  Borrower's  account
specified  by  the  Borrower, by the close of  business  on  such
Business  Day.   In the event that the Lenders do not  make  such
amounts  available  to  the  Administrative  Agent  by  the  time
prescribed  above, but such amount is received  later  that  day,
such  amount may be credited to Borrower in the manner  described
in the preceding sentence on the next Business Day (with interest
on  such amount to begin accruing hereunder on such next Business
Day).

          (b)   No  later  than  1:00 P.M. (local  time  for  the
Competitive  Bid  Lender)  on the date  of  each  Borrowing  with
respect  to the Competitive Bid Loan Commitments (other than  one
resulting  from a conversion or continuation pursuant to  Section
5.01(b)(ii)), the Competitive Bid Lender will make available  the
amount  of such Borrowing in immediately available funds  at  its
Payment  Office  on the date of each Borrowing  pursuant  to  the
Revolving  Credit or Line of Credit Loan Commitments (other  than
one  resulting  from  a  conversion or continuation  pursuant  to
Section 5.01(b)(ii)).

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

          (d)   All Borrowings under the Syndicate Revolving Loan
and Line of Credit Commitments shall be loaned by the Lenders  on
the  basis  of  their  Pro  Rata  Share  of  the  Revolving  Loan
Commitments.   All  Borrowings under  the  Competitive  Bid  Loan
Commitments  shall  be loaned by the Lenders  whose  quotes  were
accepted by the Borrower.  No Lender shall be responsible for any
default  by  any  other Lender in its obligations hereunder,  and
each  Lender shall be obligated to make the Loans provided to  be
made  by  it  hereunder, regardless of the failure of  any  other
Lender to fund its Commitments hereunder.
          Section 4.03.  Interest.

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

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

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

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

         (i)   in the case of overdue principal and interest
     with  respect  to all Loans outstanding as  Fixed  Rate
     Advances, at the rate otherwise applicable for the then-
     current  Interest Period plus an additional two percent
     (2.0%) per annum; thereafter at the rate in effect  for
     Base  Rate  Advances  plus an  additional  two  percent
     (2.0%) per annum; and
     
        (ii)   in the case of overdue principal and interest
     with  respect  to all other Loans outstanding  as  Base
     Rate  Advances,  and  all other  Obligations  hereunder
     (other  than Loans), at a rate equal to the  applicable
     Base  Rate  plus an additional two percent  (2.0%)  per
     annum;
     
provided that no Loan shall bear interest after maturity, whether
by  non-payment  at scheduled due date, acceleration,  notice  of
prepayment or otherwise at a rate per annum less than two percent
(2.0%)  per  annum  in excess of the rate of interest  applicable
thereto at maturity.

          (d)   Interest  on  each  Loan shall  accrue  from  and
including the date of such Loan to but excluding the date of  any
repayment thereof; provided that, if a Loan is repaid on the same
day  made,  one  day's  interest shall  be  paid  on  such  Loan.
Interest  on all outstanding Base Rate Advances shall be  payable
quarterly  in  arrears on the last calendar day of each  calendar
quarter  of  Borrower in each year.  Interest on all  outstanding
Fixed  Rate  Advances shall be payable on the last  day  of  each
Interest  Period applicable thereto, and, in the  case  of  Fixed
Rate Advances having an Interest Period in excess of 90 days  (in
the  case  of CD Rate Advances) or three months (in the  case  of
Eurodollar Advances), on each day which occurs every 90 days or 3
months,  as  the  case  may be, after the initial  date  of  such
Interest Period.  Interest on all Loans shall be payable  on  any
conversion of any Advances comprising such Loans into Advances of
another  Type, prepayment  (on the amount prepaid),  at  maturity
(whether by acceleration, notice of prepayment or otherwise) and,
after maturity, on demand.

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

          Section  4.04.   Interest Periods.  (a)  In  connection
with  the  making  or continuation of, or conversion  into,  each
Syndicate Borrowing of Fixed Rate Advances, Borrower shall select
an  interest period (each an "Interest Period") to be  applicable
to  such Fixed Rate Advances, which Interest Period shall (x)  in
the  case of CD Rate Advances, be either a 30, 60, 90 or 180  day
period,  and (y) in the case of Eurodollar Advances, be either  a
1, 2, 3 or 6 month period; provided that:

         (i)   The initial Interest Period for any Borrowing
     of  Fixed Rate Advances shall commence on the  date  of
     such  Borrowing  (including the date of any  conversion
     from  a  Borrowing  consisting of Advances  of  another
     Type) and each Interest Period occurring thereafter  in
     respect of such Borrowing shall commence on the day  on
     which the next preceding Interest Period expires;
     
        (ii)   If any Interest Period would otherwise expire
     on  a  day  which is not a Business Day, such  Interest
     Period  shall  expire  on the next succeeding  Business
     Day, provided that if any Interest Period in respect of
     Eurodollar  Advances would otherwise expire  on  a  day
     that  is  not a Business Day but is a day of the  month
     after  which  no  further Business Day occurs  in  such
     month,  such Interest Period shall expire on  the  next
     preceding Business Day;
     
        (iii)   Any Interest Period in respect of Eurodollar
     Advances  which begins on a day for which there  is  no
     numerically corresponding day in the calendar month  at
     the  end of such Interest Period shall, subject to part
     (iv)  below,  expire on the last Business Day  of  such
     calendar month;
     
         (iv)    No Interest Period shall extend beyond  any
     date  upon  which  any principal payment  is  due  with
     respect to the Revolving Credit, Line of Credit  Loans,
     or Term Loans.

          (b)   When it requests a Lender to make a quote  for  a
Competitive  Bid  Rate Loan, the Borrower shall specify  to  such
Lender  the Interest Period to be applicable to such Loan,  which
Interest Period shall be as agreed upon by the Borrower and  such
Lender;  provided,  however, that (i) no  Interest  Period  shall
extend  beyond  the  maturity date of the Revolving  Credit  Loan
Commitment  or  the Line of Credit Commitment  and  (ii)  if  any
Interest  Period would otherwise expire on a day which is  not  a
Business  Day,  such  Interest Period shall expire  on  the  next
succeeding Business Day.  Interest shall be payable in respect of
each  Competitive Bid Rate Loan on the last day of each  Interest
Period  applicable  to such Competitive Bid  Rate  Loan,  and  at
maturity (whether by acceleration or otherwise).

          Section 4.05.  Fees.

          (a)   Borrower shall pay to the Agent, for the  account
of  and  distribution of the respective Pro Rata  Share  to  each
Lender, a commitment fee for the period commencing on the Closing
Date  to and including the Termination Date, computed at  a  rate
equal  to  one-fourth of one percent (0.25%)  per  annum  on  the
average daily unused portion of the Revolving Loan Commitments of
such Lenders, such fee being payable quarterly in arrears on  the
last  calendar day of each fiscal quarter of Borrower and on  the
Termination Date.

          (b)   Borrower shall pay to the Agent, for the  account
of  and  distribution of the respective Pro Rata  Share  to  each
Lender, a commitment fee for the period commencing on the Closing
Date  to  and including the sooner of the Line of Credit Maturity
Date,  computed  at  a rate equal to one-eighth  of  one  percent
(0.125%)  per  annum on the average daily unused portion  of  the
Line  of  Credit Loan Commitment of such Lender, such  fee  being
payable  quarterly in arrears on the last calendar  day  of  each
fiscal  quarter  of Borrower, and on the Line of Credit  Maturity
Date.

          (c)    Borrower  shall  pay  to  the  Agent  an  annual
administrative fee, in advance, in the respective amount  and  on
the  dates  previously  agreed in writing by  Borrower  with  the
Agent.

          Section 4.06.  Voluntary Prepayments of Borrowings.

          (a)   Borrower  may,  at its option, prepay  Borrowings
consisting  of Base Rate Advances at any time in whole,  or  from
time  to  time  in part, in amounts aggregating $250,000  or  any
greater  integral  multiple of $10,000, by paying  the  principal
amount  to  be prepaid together with interest accrued and  unpaid
thereon  to  the date of prepayment.  Those Borrowings consisting
of  Fixed Rate Advances may be prepaid, at Borrower's option,  in
whole,  or  from time to time in part, in the respective  minimum
amounts  and multiples set forth in Section 2.01(b) with  respect
to  the  Revolving  Loan  Commitments and  Section  3.01(b)  with
respect  to the Line of Credit Loans, which shall apply  also  to
Term  Loans,  by  paying  the principal  amount  to  be  prepaid,
together with interest accrued and unpaid thereon to the date  of
prepayment,   and   all   compensation   payments   pursuant   to
Section 4.12 if such prepayment is made on a date other than  the
last  day  of an Interest Period  applicable thereto.  Each  such
optional   prepayment  shall  be  applied  in   accordance   with
Section 4.06(c) below.

          (b)   Borrower shall give written notice (or telephonic
notice  confirmed in writing) to the Administrative Agent of  any
intended prepayment of the Revolving Loans, Line of Credit Loans,
or  Term  Loans (i) not less than one Business Day prior  to  any
prepayment of Base Rate Advances, (ii) not less than two Business
Days  prior to any prepayment of CD Rate Advances, and (iii)  not
less  than  three  Business  Days  prior  to  any  prepayment  of
Eurodollar  Advances.   Borrower shall give  written  notice  (or
telephonic   notice  confirmed  in  writing)  to  the  respective
Competitive  Bid  Lender  of  any  intended  prepayment  of   the
Competitive Bid Loans (i) not less than one Business Day prior to
any  prepayment  of Base Rate Advances, and (ii)  not  less  than
three  Business  Days  prior  to  any  prepayment  of  Eurodollar
Advances.   Such notice, once given, shall be irrevocable.   Upon
receipt  of  such  notice of prepayment  pursuant  to  the  first
sentence  of  this paragraph (b), the Administrative Agent  shall
promptly notify each Lender of the contents of such notice and of
such Lender's share of such prepayment.

          (c)   Borrower,  when  providing notice  of  prepayment
pursuant  to Section 4.06(b) may designate the Types of  Advances
and the specific Borrowing or Borrowings which are to be prepaid,
provided  that (i) if any prepayment of Fixed Rate Advances  made
pursuant  to a single Borrowing of the Revolving Loans,  Line  of
Credit Loans, or Term Loans shall reduce the outstanding Advances
made   pursuant  to  such  Borrowing  to  an  amount  less   than
$1,000,000,  such Borrowing shall immediately be  converted  into
Base  Rate Advances; and (ii) each prepayment made pursuant to  a
single  Borrowing shall be applied pro rata among the  Loans  com
prising such Borrowing, if such prepayment is not a prepayment of
a  Competitive  Bid  Loan.  All voluntary  prepayments  shall  be
applied  to the payment of any unpaid interest before application
to principal.

          Section 4.07.  Payments, etc.

          (a)   (i)   Except  as otherwise specifically  provided
herein,  all  payments under this Agreement and the other  Credit
Documents,  other  than  the payments specified  in  clause  (ii)
below,  shall be made without defense, set-off or counterclaim to
the  Administrative Agent,  not later than 1:00 P.M. (local  time
for  the Administrative Agent) on the date when due and shall  be
made  in Dollars in immediately available funds at the respective
Payment Office.

          (ii)  Except as otherwise specifically provided herein,
all payments under this Agreement with respect to the Competitive
Bid   Lenders   shall  be  made  without  defense,   set-off   or
counterclaim  to  the respective Competitive Bid  Lender  at  its
Payment  Office not later than 11:00 A.M. (local  time  for  such
Competitive  Bid Lender)  on the date when due and in immediately
available funds, or at any other location of the Competitive  Bid
Lender  as  the Competitive Bid Lender may specify in writing  to
Borrower not later than Noon (local time for the Competitive  Bid
Lender) on the Business Day such payment is due.

          (b)   (i)   All  such payments shall be made  free  and
clear  of  and without deduction or withholding for any Taxes  in
respect  of  this Agreement, the Notes or other Credit Documents,
or  any  payments of principal, interest, fees or  other  amounts
payable  hereunder or thereunder (but excluding any Taxes imposed
on  the overall net income of the Lenders pursuant to the laws of
the  jurisdiction  in  which the principal  executive  office  or
appropriate  Lending Office of such Lender is located).   If  any
Taxes  are so levied or imposed, Borrower agrees (A) to  pay  the
full amount of such Taxes, and such additional amounts as may  be
necessary  so that every net payment of all amounts due hereunder
and under the Notes and other Credit Documents, after withholding
or  deduction  for  or  on account of any such  Taxes  (including
additional  sums payable under this Section 4.07),  will  not  be
less  than  the  full  amount provided for  herein  had  no  such
deduction  or  withholding  been  required,  (B)  to  make   such
withholding or deduction and (C) to pay the full amount  deducted
to  the  relevant  authority in accordance with  applicable  law.
Borrower  will  furnish to the Agent and each Lender,  within  30
days  after the date the payment of any Taxes is due pursuant  to
applicable law,  certified copies of tax receipts evidencing such
payment  by Borrower.  Borrower will indemnify and hold  harmless
the Agent and each Lender and reimburse the Agent and each Lender
upon  written  request for the amount of any Taxes so  levied  or
imposed  and  paid  by  the  Agent or Lender  and  any  liability
(including penalties, interest and expenses) arising therefrom or
with respect thereto, whether or not such Taxes were correctly or
illegally  asserted.   A certificate as to  the  amount  of  such
payment by such Lender or the Agent, absent manifest error, shall
be final, conclusive and binding for all purposes.

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

          (c)   Subject to Section 4.04(ii), whenever any payment
to  be made hereunder or under any Note shall be stated to be due
on  a day which is not a Business Day, the due date thereof shall
be extended to the next succeeding Business Day and, with respect
to  payments of principal, interest thereon shall be  payable  at
the applicable rate during such extension.
          (d)   On  other than Competitive Bid Rate Loans,  which
shall  be  negotiated  from  time to time,  all  computations  of
interest  and fees shall be made on the basis of a  year  of  360
days  for the actual number of days (including the first day  but
excluding  the last day) occurring in the period for  which  such
interest or fees are payable (to the extent computed on the basis
of  days  elapsed),  except that interest on Base  Rate  Advances
shall  be  computed on the basis of a year of 360  days  for  the
actual  number of days.  Interest on Base Rate Advances shall  be
calculated based on the Base Rate from and including the date  of
such  Loan  to  but  excluding  the  date  of  the  repayment  or
conversion  thereof.  Interest on Fixed Rate  Advances  shall  be
calculated  as  to  each Interest Period from and  including  the
first  day  thereof to but excluding the last day thereof.   Each
determination by the Agent or the Competitive Bid  Lender  of  an
interest  rate or fee hereunder shall be made in good faith  and,
except for manifest error, shall be final, conclusive and binding
for all purposes.

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

          Section  4.08.   Interest Rate Not Ascertainable,  etc.
In  the  event that the Administrative Agent, in the case of  the
Adjusted  LIBO Rate or the CD Rate, shall have determined  (which
determination  shall be made in good faith and,  absent  manifest
error,  shall be final, conclusive and binding upon all  parties)
that on any date for determining the Adjusted LIBO Rate or the CD
Rate  for  any Interest Period, by reason of any changes  arising
after  the  date of this Agreement affecting the London interbank
market  or  the  United States secondary certificate  of  deposit
market,  as  the  case  may  be, or  the  Administrative  Agent's
position  in such markets, adequate and fair means do  not  exist
for  ascertaining  the  applicable interest  rate  on  the  basis
provided for in the definition of Adjusted LIBO Rate or CD  Rate,
as   the  case  may  be,  then,  and  in  any  such  event,   the
Administrative  Agent shall forthwith give notice  (by  telephone
confirmed  in  writing) to Borrower and to the  Lenders  of  such
determination  and a summary of the basis for such determination.
Until  the  Administrative  Agent  notifies  Borrower  that   the
circumstances giving rise to the suspension described  herein  no
longer  exist, the obligations of the Lenders to make  or  permit
portions of the Revolving Loans,  Line of Credit Loans,  or  Term
Loans to remain outstanding past the last day of the then current
Interest Periods as CD Rate Advances or Eurodollar Advances,   as
the  case  may be, shall be suspended, and such affected Advances
shall bear the same interest as Base Rate Advances.

          Section 4.09.  Illegality.

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

          (b)  Upon the giving of the notice to Borrower referred
to  in subsection (a) above, (i) Borrower's right to request  and
such  Lender's obligation to make CD Rate Advances or  Eurodollar
Advances as the case may be, shall be immediately suspended,  and
such Lender shall make an Advance as part of the requested Borrow
ing  of  CD Rate Advances or Eurodollar Advances as the case  may
be, as a Base Rate Advance, provided, Borrower does not negotiate
a  Competitive Bid Rate Loan, which Base Rate Advance shall,  for
all  other  purposes, be considered part of such  Borrowing,  and
(ii)  if  the  affected Fixed Rate Advance or Advances  are  then
outstanding,  Borrower  shall immediately,  or  if  permitted  by
applicable law, no later than the date permitted thereby, upon at
least  one  Business Day's written notice to the  Agent  and  the
affected  Lender, convert each such Advance into  an  Advance  or
Advances  of a different Type with an Interest Period  ending  on
the  date on which the Interest Period applicable to the affected
Fixed  Rate  Advances expires, provided that  if  more  than  one
Lender is affected at any time, then all affected Lenders must be
treated the same pursuant to this Section 4.09(b).

          Section 4.10.  Increased Costs.

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

         (i)   any Lender (or its applicable Lending Office)
     shall be subject to any tax, duty or other charge  with
     respect to its Fixed Rate Advances or its obligation to
     make  Fixed Rate Advances, or the basis of taxation  of
     payments  to any Lender of the principal of or interest
     on  its  Fixed Rate Advances or its obligation to  make
     Fixed  Rate  Advances  shall have changed  (except  for
     changes  in the tax on the overall net income  of  such
     Lender or its applicable Lending Office imposed by  the
     jurisdiction in which such Lender's principal executive
     office or applicable Lending Office is located); or
     
         (ii)    any reserve (including, without limitation,
     any  imposed  by the Board of Governors of the  Federal
     Reserve System), special deposit or similar requirement
     against assets of, deposits with or for the account of,
     or  credit extended by, any Lender's applicable Lending
     Office  shall  be imposed or deemed applicable  or  any
     other  condition affecting its Fixed Rate  Advances  or
     its  obligation  to make Fixed Rate Advances  shall  be
     imposed on any Lender or its applicable Lending  Office
     or  the  London  interbank market or the United  States
     secondary certificate of deposit market;

and  as a result thereof there shall be any increase in  the
cost  to  such Lender of agreeing to make or making, funding
or  maintaining Fixed Rate Advances (except  to  the  extent
already  included in the determination of the applicable  CD
Rate  for  CD Rate Advances or the applicable Adjusted  LIBO
Rate for Eurodollar Advances), or there shall be a reduction
in  the amount received or receivable by such Lender or  its
applicable Lending Office, then Borrower shall from time  to
time  (subject,  in  the  case  of  certain  Taxes,  to  the
applicable  provisions  of Section  4.07(b)),  upon  written
notice  from and demand by such Lender on Borrower  (with  a
copy  of  such notice and demand to the Agent), pay  to  the
Administrative Agent for the account of such  Lender  within
five Business Days after the date of such notice and demand,
additional  amounts  sufficient  to  indemnify  such  Lender
against such increased cost.  A certificate as to the amount
of  such increased cost, submitted to Borrower and the Agent
by  such Lender in good faith and accompanied by a statement
prepared by such Lender describing in reasonable detail  the
basis  for  and calculation of such increased  cost,  shall,
except  for manifest error, be final, conclusive and binding
for all purposes.

          (b)  If any Lender shall advise the Agent that  at
any  time, because of the circumstances described in clauses
(x)  or  (y)  in  Section 4.10(a) or any other circumstances
beyond  such Lender's reasonable control arising  after  the
date  of this Agreement affecting such Lender or the  London
interbank  market or the United States secondary certificate
of deposit market or such Lender's position in such markets,
the  Adjusted LIBO Rate or the CD Rate, as the case may  be,
as  determined by the Agent, will not  adequately and fairly
reflect  the cost to such Lender of funding its  Fixed  Rate
Advances, then, and in any such event:

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

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

        (iii)   such Lender shall make a Loan as part of the
     requested  Borrowing of CD Rate Advances or  Eurodollar
     Advances,  as the case may be, as a Base Rate  Advance,
     which  such  Base  Rate Advance shall,  for  all  other
     purposes, be considered part of such Borrowing.
     
               Section 4.11.  Lending Offices.

          (a)   Each  Lender  agrees that, if  requested  by
Borrower, it will use reasonable efforts (subject to overall
policy  considerations  of  such  Lender)  to  designate  an
alternate  Lending Office with respect to any of  its  Fixed
Rate  Advances  affected  by the  matters  or  circumstances
described in Sections 4.07(b), 4.08, 4.09 or 4.10 to  reduce
the  liability  of  Borrower or avoid the  results  provided
thereunder,   so   long   as   such   designation   is   not
disadvantageous to such Lender as determined by such Lender,
which  determination  if  made  in  good  faith,  shall   be
conclusive  and binding on all parties hereto.   Nothing  in
this  Section  4.11  shall affect or  postpone  any  of  the
obligations of Borrower or any right of any Lender  provided
hereunder.

          (b)   If  any Lender that is organized  under  the
laws  of  any jurisdiction other than the United  States  of
America  or  any  State thereof (including the  District  of
Columbia) issues a public announcement with respect  to  the
closing  of  its lending offices in the United  States  such
that  any withholdings or deductions and additional payments
with respect to Taxes may be required to be made by Borrower
thereafter  pursuant to Section 4.07(b), such  Lender  shall
use reasonable efforts to furnish Borrower notice thereof as
soon  as practicable thereafter; provided, however, that  no
delay  or failure to furnish such notice shall in any  event
release  or discharge Borrower from its obligations to  such
Lender  pursuant to Section 4.07(b) or otherwise  result  in
any liability of such Lender.

          Section  4.12.   Funding Losses.   Borrower  shall
compensate each Lender, upon its written request to Borrower
(which request shall set forth the basis for requesting such
amounts in reasonable detail and which request shall be made
in  good  faith and, absent manifest error, shall be  final,
conclusive  and binding upon all of the parties hereto), for
all  losses,  expenses and liabilities  (including,  without
limitation, any interest paid by such Lender to  lenders  of
funds  borrowed  by  it  to make or  carry  its  Fixed  Rate
Advances, in either case to the extent not recovered by such
Lender  in  connection with the re-employment of such  funds
and including loss of anticipated profits), which the Lender
may sustain:  (i) if for any reason (other than a default by
such   Lender)   a  borrowing  of,  or  conversion   to   or
continuation  of, Fixed Rate Advances to Borrower  does  not
occur  on  the  date  specified  therefor  in  a  Notice  of
Borrowing  or Notice of Conversion/Continuation (whether  or
not  withdrawn), (ii) if any repayment (including  mandatory
prepayments and any conversions pursuant to Section 4.09(b))
of  any  Fixed Rate Advances to Borrower occurs  on  a  date
which  is  not the last day of an Interest Period applicable
thereto, or (iii), if, for any reason, Borrower defaults  in
its  obligation  to  repay  its  Fixed  Rate  Advances  when
required by the terms of this Agreement.

          Section  4.13.  Assumptions Concerning Funding  of
Fixed Rate Advances.  Calculation of all amounts payable  to
a  Lender under this Article IV shall be made as though that
Lender  had actually funded its relevant Fixed Rate Advances
through  the  purchase of deposits in  the  relevant  market
bearing  interest at the rate applicable to such Fixed  Rate
Advances in an amount equal to the amount of the Fixed  Rate
Advances  and  having a maturity comparable to the  relevant
Interest  Period  and,  in the case of Eurodollar  Advances,
through  the  transfer of such Eurodollar Advances  from  an
offshore office of that Lender to a domestic office of  that
Lender  in  the United States of America; provided  however,
that each Lender may fund each of its Fixed Rate Advances in
any manner it sees fit and the foregoing assumption shall be
used  only  for  calculation of amounts payable  under  this
Article IV.

          Section    4.14.    Apportionment   of   Payments.
Aggregate  principal  and interest payments  in  respect  of
Loans   and  payments  in  respect  of  facility  fees   and
commitment  fees shall be apportioned among all  outstanding
Commitments  and  Loans  to  which  such  payments   relate,
proportionately to the Lenders' respective pro rata portions
of    such   Commitments   and   outstanding   Loans.    The
Administrative  Agent  shall  promptly  distribute  to  each
Lender  at its payment office set forth beside its  name  on
the  appropriate signature page hereof or such other address
as  any  Lender  may request its share of all such  payments
received by the Administrative Agent.

          Section 4.15.  Sharing of Payments, Etc.   If  any
Lender  shall  obtain  any payment or reduction  (including,
without   limitation,  any  amounts  received  as   adequate
protection of a deposit treated as cash collateral under the
Bankruptcy  Code)  of  the Obligations  (whether  voluntary,
involuntary, through the exercise of any right  of  set-off,
or  otherwise) in excess of its pro rata portion of payments
or  reductions on account of such  obligations  obtained  by
all the Lenders, such Lender shall forthwith (i) notify each
of  the  other Lenders and Agent of such receipt,  and  (ii)
purchase from the other Lenders such participations  in  the
affected  obligations as shall be necessary  to  cause  such
purchasing  Lender to share the excess payment or reduction,
net  of costs incurred in connection therewith, ratably with
each  of  them, provided that if all or any portion of  such
excess  payment  or reduction is thereafter  recovered  from
such purchasing Lender or additional costs are incurred, the
purchase  shall be rescinded and the purchase price restored
to the extent of such recovery or such additional costs, but
without interest unless the Lender obligated to return  such
funds  is  required to pay interest on such funds.  Borrower
agrees  that  any Lender so purchasing a participation  from
another  Lender pursuant to this Section 4.15  may,  to  the
fullest extent permitted by law, exercise all its rights  of
payment  (including the right of set-off)  with  respect  to
such  participation  as fully as if  such  Lender  were  the
direct  creditor of Borrower in the amount of such participa
tion.

          Section 4.16.  Capital Adequacy.  Without limiting
any other provision of this Agreement, in the event that any
Lender   shall   have  determined  that  any  law,   treaty,
governmental   (or  quasi-governmental)  rule,   regulation,
guideline  or order regarding capital adequacy not currently
in effect or fully applicable as of the Closing Date, or any
change  therein  or  in  the interpretation  or  application
thereof after the Closing Date, or compliance by such Lender
with any request or directive regarding capital adequacy not
currently  in effect or fully applicable as of  the  Closing
Date (whether or not having the force of law and whether  or
not  failure to comply therewith would be unlawful)  from  a
central  bank  or  governmental  authority  or  body  having
jurisdiction, does or shall have the effect of reducing  the
rate of return on such Lender's capital as a consequence  of
its  obligations hereunder to a level below that which  such
Lender  could have achieved but for such law, treaty,  rule,
regulation, guideline or order, or such change or compliance
(taking  into  consideration  such  Lender's  policies  with
respect  to  capital adequacy) by an amount deemed  by  such
Lender  to  be material, then within ten (10) Business  Days
after  written notice and demand by such Lender (with copies
thereof to the Agent), Borrower shall from time to time  pay
to  such  Lender additional amounts sufficient to compensate
such  Lender  for  such  reduction  (but,  in  the  case  of
outstanding Base Rate Advances, without duplication  of  any
amounts  already recovered by such Lender by  reason  of  an
adjustment  in the applicable Base Rate).  Each  certificate
as  to the amount payable under this Section 4.17 (which cer
tificate  shall  set  forth the basis  for  requesting  such
amounts in reasonable detail), submitted to Borrower by  any
Lender  in  good  faith, shall, absent  manifest  error,  be
final, conclusive and binding for all purposes.

            Section  4.17.   Benefits  to  Guarantors.    In
consideration  for  the  execution  and  delivery   by   the
Guarantors of their Guaranty Agreement, Borrower  agrees  to
make the benefit of extensions of credit hereunder available
to the Guarantors.

          Section   4.18.   Limitation  on  Certain  Payment
Obligations.   (a) Each Lender or Agent shall  make  written
demand  on  Borrower  for  indemnification  or  compensation
pursuant  to  Section 4.07 no later than 90 days  after  the
earlier of (i) the date on which such Lender or Agent  makes
payment  of  such  Taxes, and (ii) the  date  on  which  the
relevant  taxing  authority or other governmental  authority
makes  written demand upon such Lender or Agent for  payment
of such Taxes.

          (b)   Each  Lender  or  Agent shall  make  written
demand  on  Borrower  for  indemnification  or  compensation
pursuant  to  Sections 4.12 and 4.13 no later than  90  days
after the event giving rise to the claim for indemnification
or compensation occurs.

          (c)   Each  Lender  or  Agent shall  make  written
demand  on  Borrower  for  indemnification  or  compensation
pursuant  to  Sections 4.10 and 4.16 no later than  90  days
after such Lender or Agent receives actual notice or obtains
actual  knowledge of the promulgation of a law, rule,  order
or interpretation or occurrence of another event giving rise
to a claim pursuant to such sections.

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


                           ARTICLE V.

                    CONDITIONS TO BORROWINGS

          The obligations of each Lender to make Advances to
Borrower hereunder and to accept a Term Note on a Conversion
Date  is  subject  to  the  satisfaction  of  the  following
conditions:

          Section  5.01.   Conditions Precedent  to  Initial
Loans.   At  the  time of the making of  the  initial  Loans
hereunder  on the Closing Date, all obligations of  Borrower
hereunder  incurred prior to the initial  Loans  (including,
without limitation, Borrower's obligations to reimburse  the
reasonable fees and expenses of counsel to the Agent and any
fees  and  expenses payable to the Agent and the Lenders  as
previously  agreed with Borrower), shall have been  paid  in
full,  and the Administrative Agent shall have received  the
following, in form and substance reasonably satisfactory  in
all respects to the Administrative Agent:

          (a)    the  duly  executed  counterparts  of  this
     Agreement;
     
          (b)  the duly completed Revolving Notes evidencing
     the  Revolving  Loan Commitments and the duly  executed
     Line  of  Credit  Notes evidencing the Line  of  Credit
     Commitment;
     
          (c)  the Guaranty Agreements;
     
          (d)   certificate of Borrower in substantially the
     form of Exhibit H attached hereto and appropriately com
     pleted;

          (e)   certificates of the Secretary  or  Assistant
     Secretary  of each of the Credit Parties attaching  and
     certifying copies of the resolutions of the  boards  of
     directors   of  the  Credit  Parties,  authorizing   as
     applicable  the execution, delivery and performance  of
     the Credit Documents;
     
          (f)  certificates of the Secretary or an Assistant
     Secretary of each of the Credit Parties certifying  (i)
     the  name, title and true signature of each officer  of
     such entities executing the Credit Documents, (ii)  the
     bylaws  or  comparable  governing  documents  of   such
     entities;  and  (iii) the certificate  or  articles  of
     incorporation of each Credit Party;
     
          (g)   certificates of good standing or  existence,
     as  may be available from the Secretary of State of the
     jurisdiction of incorporation or organization  of  such
     Credit Party;
     
          (h)   copies  of  all documents  and  instruments,
     including  all  consents, authorizations  and  filings,
     required or  advisable under any Requirement of Law  or
     by  any  material Contractual Obligation of the  Credit
     Parties,  in  connection with the execution,  delivery,
     performance, validity and enforceability of the  Credit
     Documents  and the other documents to be  executed  and
     delivered hereunder, and such consents, authorizations,
     filings  and orders shall be in full force  and  effect
     and all applicable waiting periods shall have expired;
     
          (i)   certified  copies of the  Intercompany  Loan
     Documents, to the extent that they exist and  have  not
     previously been certified to the Lenders;
     
          (j)   acknowledgment from CSC Network  Corporation
     System, Inc. as to its appointment as agent for service
     of process for the various Credit Parties;

          (k)    certified  copies  of  indentures,   credit
     agreements,  leases, capital leases,  instruments,  and
     other documents evidencing or securing Indebtedness  of
     any Consolidated Company described on Schedule 8.01(b),
     in  any single case in an amount not less than $500,000
     and  to  the  extent not previously  certified  to  the
     Lenders;
     
          (l)   certificates, reports and other  information
     as   the   Agent  may  reasonably  request   from   any
     Consolidated Company in order to satisfy the Lenders as
     to   the   absence  of  any  material  liabilities   or
     obligations arising from matters relating to  employees
     of   the  Consolidated  Companies,  including  employee
     relations, collective bargaining agreements, Plans, and
     other compensation and employee benefit plans;
     
          (m)   certificates, reports, environmental  audits
     and  investigations, and other information as the Agent
     may reasonably request from any Consolidated Company in
     order  to satisfy the Lenders as to the absence of  any
     material   liabilities  or  obligations  arising   from
     environmental and employee health and safety  exposures
     to which the Consolidated Companies may be subject, and
     the  plans  of the Consolidated Companies with  respect
     thereto;
     
          (n)   certificates, reports and other  information
     as   the   Agent  may  reasonably  request   from   any
     Consolidated Company in order to satisfy the Lenders as
     to   the   absence  of  any  material  liabilities   or
     obligations arising from litigation  (including without
     limitation,  products liability and patent infringement
     claims)  pending or threatened against the Consolidated
     Companies;
     
          (o)   a  summary, set forth in format  and  detail
     reasonably  acceptable to the Agent, of the  types  and
     amounts   of   insurance   (property   and   liability)
     maintained by the Consolidated Companies;
     
          (p)   the  favorable opinion of   counsel  to  the
     Credit Parties, substantially in the form of Exhibit  J
     addressed to the Agent and each of the Lenders; and
     
          (q)   financial  statements of  Borrower  and  its
     Subsidiaries, audited on a consolidated basis  for  the
     fiscal year ended on January 26, 1996 and unaudited  on
     a  consolidated basis for the fiscal quarter ended July
     31, 1996.

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

          (x)   the Loans to be made on the Closing Date and
     the  use  of  proceeds  thereof shall  not  contravene,
     violate or conflict with, or involve the Agent  or  any
     Lender in a violation of, any law, rule, injunction, or
     regulation,  or determination of any court  of  law  or
     other governmental authority;
     
          (y)  all corporate proceedings and all other legal
     matters in connection with the authorization, legality,
     validity  and  enforceability of the  Credit  Documents
     shall  be reasonably satisfactory in form and substance
     to the Required Lenders; and
     
          (z)   the  status  of all pending  and  threatened
     litigation  (including products  liability  and  patent
     claims)  which  might  result in a  Materially  Adverse
     Effect, including a description of  any damages  sought
     and  the claims constituting the basis therefor,  shall
     have  been  reported  in writing to the  Administrative
     Agent,  the  Administrative Agent shall  have  reported
     such  matters to the Lenders, and the Lenders shall  be
     satisfied with such status.

          Section  5.02.  Conditions to All Loans.   At  the
time  of  the making of all Loans (before as well  as  after
giving  effect to such Loans and to the proposed use of  the
proceeds thereof), the following conditions shall have  been
satisfied or shall exist:

          (a)   there  shall exist no Default  or  Event  of
     Default;
     
          (b)    all   representations  and  warranties   by
     Borrower contained herein shall be true and correct  in
     all  material  respects with the same effect as  though
     such  representations and warranties had been  made  on
     and as of the date of such Loans;
     
          (c)   since  the date of the most recent financial
     statements  of the Consolidated Companies described  in
     Section 6.03, there shall have been no change which has
     had   or  could  reasonably  be  expected  to  have   a
     Materially Adverse Effect.
     
          (d)   there  shall  be  no  action  or  proceeding
     instituted  or  pending  before  any  court  or   other
     governmental   authority  or,  to  the   knowledge   of
     Borrower,  threatened  (i) which  reasonably  could  be
     expected to have a Materially Adverse Effect,  or  (ii)
     seeking  to  prohibit or restrict one  or  more  Credit
     Party's  ownership or operation of any portion  of  its
     business  or  assets, or to compel one or  more  Credit
     Party to dispose of or hold separate all or any portion
     of  its  businesses or assets, where  such  portion  or
     portions  of such business(es) or assets, as  the  case
     may  be,  constitute a material portion  of  the  total
     businesses or assets of the Consolidated Companies;
     
          (e)   the Loans to be made and the use of proceeds
     thereof shall not contravene, violate or conflict with,
     or  involve the Agent or any Lender in a violation  of,
     any   law,   rule,   injunction,  or   regulation,   or
     determination of any court of law or other governmental
     authority applicable to Borrower; and

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

          Each request for a Borrowing and the acceptance by
Borrower   of  the  proceeds  thereof  shall  constitute   a
representation and warranty by Borrower, as of the  date  of
the  Loans  comprising such Borrowing, that  the  applicable
conditions  specified in Sections 5.01 and  5.02  have  been
satisfied.


                           ARTICLE VI

                 REPRESENTATIONS AND WARRANTIES

          Borrower  represents, warrants  and  covenants  to
Lenders that:

          Section  6.01.   Organization  and  Qualification.
Borrower  is  a corporation duly organized and  existing  in
good  standing under the laws of the State of Florida.  Each
Subsidiary  of Borrower is a corporation duly organized  and
existing  under  the  laws  of  the  jurisdiction   of   its
incorporation.   Borrower and each of its  Subsidiaries  are
duly  qualified to do business as a foreign corporation  and
are  in  good  standing in each jurisdiction  in  which  the
character  of  their  properties  or  the  nature  of  their
business makes such qualification necessary, except for such
jurisdictions in which a failure to qualify to  do  business
would  not  have a Materially Adverse Effect.  Borrower  and
each  of  its Subsidiaries have the corporate power  to  own
their respective properties and to carry on their respective
businesses  as  now  being conducted.  The  jurisdiction  of
incorporation  or  organization, and the  ownership  of  all
issued and outstanding capital stock, for each Subsidiary as
of  the  date  of this Agreement is accurately described  on
Schedule  6.01.  Schedule 6.01 also designates the  Material
Subsidiaries as of the Closing Date.

          Section 6.02.  Corporate Authority.  The execution
and  delivery  by  Borrower and the Guarantors  of  and  the
performance  by Borrower and Guarantors of their obligations
under  the Loan Documents have been duly authorized  by  all
requisite  corporate  action and all  requisite  shareholder
action,  if  any, on the part of Borrower and the Guarantors
and  do  not and will not (i) violate any provision  of  any
law,  rule  or regulation, any judgment, order or ruling  of
any  court or governmental agency, the organizational papers
or  bylaws  of Borrower or the Guarantors, or any indenture,
agreement  or  other  instrument to which  Borrower  or  the
Guarantors  are  a  party  or  by  which  Borrower  or   the
Guarantors or any of their properties is bound, or  (ii)  be
in  conflict with, result in a breach of, or constitute with
notice  or  lapse of time or both a default under  any  such
indenture, agreement or other instrument.

          Section 6.03.  Financial Statements.  Borrower has
furnished  Lenders with the following financial  statements,
identified  by  the  Treasurer  of  Borrower:   consolidated
balance   sheets  and  consolidated  statements  of  income,
stockholders'  equity  and cash flow  of  Borrower  for  the
fiscal  years  ended  on  the last Friday  in  January  1996
certified   by  Price  Waterhouse,  L.L.P.   Such  financial
statements  (including any related schedules and notes)  are
true  and correct in all material respects (subject,  as  to
interim  statements, to changes resulting  from  audits  and
year end adjustments), have been prepared in accordance with
generally   accepted   accounting  principles   consistently
applied  throughout the period or periods in  question   and
show,  in  the  case of audited statements, all liabilities,
direct  or  contingent,  of Borrower and  its  Subsidiaries,
required  to be shown in accordance with generally  accepted
accounting  principles consistently applied  throughout  the
period  or  periods  in  question  and  fairly  present  the
consolidated financial position and the consolidated results
of  operations  of  Borrower and its  Subsidiaries  for  the
periods  indicated  therein.  There  has  been  no  material
adverse  change  in the business, condition  or  operations,
financial  or  otherwise, of Borrower and  its  Subsidiaries
since January 26, 1996.

          Section  6.04.  Tax Returns.  Except as set  forth
on  Schedule 6.04, each of Borrower and its Subsidiaries has
filed all federal, state and other income tax returns which,
to  the best knowledge of the executive officers of Borrower
and its Subsidiaries, are required to be filed, and each has
paid  all  taxes  as  shown  on  said  returns  and  on  all
assessments  received by it to the extent  that  such  taxes
have  become  due or except such as are being  contested  in
good  faith  by  appropriate proceedings for which  adequate
reserves  have been established in accordance with generally
accepted accounting principles.

          Section   6.05.   Actions  Pending.    Except   as
disclosed on Schedule 6.05 hereto, there is no action, suit,
investigation or proceeding pending or, to the knowledge  of
Borrower, threatened against or affecting Borrower or any of
its Subsidiaries or any of their properties or rights, by or
before   any   court,   arbitrator  or   administrative   or
governmental  body,  which might result  in  any  Materially
Adverse Effect.

          Section  6.06.  Representations; No Defaults.   At
the  time  of each Extension of Credit there shall exist  no
Default  or Event of Default, and each Extension  of  Credit
shall be deemed a renewal by Borrower of the representations
and   warranties   contained  in  this  Agreement   and   an
affirmative  statement by Borrower that such representations
and  warranties are true and correct on and as of such  time
with  the  same  effect as though such  representations  and
warranties had been made on and as of such time.

          Section  6.07.   Title  to  Properties.   Each  of
Borrower  and  its Subsidiaries has (i) good and  marketable
fee  simple  title to its respective real properties  (other
than real properties which it leases from others), including
such  real properties reflected in the consolidated  balance
sheet  of  Borrower and its Subsidiaries as of  January  26,
1996  hereinabove  described  (other  than  real  properties
disposed of in the ordinary course of business), subject  to
no  Lien  of any kind except Liens permitted by Section  8.2
and   (ii)  good  title  to  all  of  its  other  respective
properties  and  assets  (other than properties  and  assets
which it leases from others), including the other properties
and  assets reflected in the consolidated balance  sheet  of
Borrower   and   its  Subsidiaries  at  January   26,   1996
hereinabove  described  (other than  properties  and  assets
disposed of in the ordinary course of business), subject  to
no  Lien of any kind except Liens permitted by Section  8.2.
Each  of  Borrower and its Subsidiaries enjoys peaceful  and
undisturbed  possession under all leases  necessary  in  any
material   respect  for  the  operation  of  its  respective
properties and assets, none of which contains any unusual or
burdensome  provisions  which  might  materially  affect  or
impair the operation of such properties and assets, and  all
such  leases are valid and subsisting and in full force  and
effect.
          Section 6.08.  Enforceability of Agreement.   This
Agreement  is  the  legal, valid and  binding  agreement  of
Borrower enforceable against Borrower in accordance with its
terms,  and  the  Notes, and all other Loan Documents,  when
executed  and  delivered,  will be similarly  legal,  valid,
binding and enforceable, except as the enforceability of the
Notes and other Loan Documents may be limited by bankruptcy,
insolvency,  reorganization,  moratorium  and   other   laws
affecting creditor's rights and remedies in general  and  by
general  principles  of  equity,  whether  considered  in  a
proceeding at law or in equity.

          Section  6.09.  Consent.  No consent,  permission,
authorization,   order  or  license  of   any   governmental
authority  or  Person  is necessary in connection  with  the
execution, delivery, performance or enforcement of the  Loan
Documents, or in order to constitute the indebtedness to  be
incurred  hereunder and under the Notes and the  other  Loan
Documents  as  "Senior  Debt" or any  similar  term  defined
within each of the Subordinated Notes.

          Section  6.10.  Use of Proceeds;  Federal  Reserve
Regulations.  The proceeds of the Notes will be used  solely
for  the  purposes specified in Section 2.01(c) and  3.01(c)
and  none  of  such  proceeds  will  be  used,  directly  or
indirectly,  for the purpose of purchasing or  carrying  any
"margin  security" or "margin stock" or for the  purpose  of
reducing  or  retiring any indebtedness that originally  was
incurred to purchase or carry a "margin security" or "margin
stock"  or for any other purpose that might constitute  this
transaction  a  "purpose credit" within the meaning  of  the
regulations of the Board of Governors of the Federal Reserve
System.

          Section 6.11. ERISA.

          (a)      Identification    of    Certain    Plans.
Schedule  6.11 hereto sets forth all Plans of  Borrower  and
its Subsidiaries;

          (b)   Compliance.  Each Plan is being  maintained,
by  its  terms  and  in  operation, in accordance  with  all
applicable laws, except such noncompliances (when taken as a
whole) that will not have a materially adverse effect on the
Borrower  and  its Subsidiaries taken as a  whole,  or  upon
their  financial  condition, assets,  business,  operations,
liabilities or prospects;

           (c)   Liabilities.  Neither the Borrower nor  any
Subsidiary  is  currently  or will  become  subject  to  any
liability  (including withdrawal liability), tax or  penalty
whatsoever to any person whomsoever with respect to any Plan
including, but not limited to, any tax, penalty or liability
arising under Title I or Title IV or ERISA or Chapter 43  of
the Code, except such liabilities (when taken as a whole) as
will  not  have a materially adverse effect on the  Borrower
and  its  Subsidiaries  taken as  a  whole,  or  upon  their
financial    condition,   assets,   business,    operations,
liabilities or prospects; and

          (d)    Funding.   The  Borrower  and  each   ERISA
Affiliate  has made full and timely payment of  all  amounts
(i)  required to be contributed under the terms of each Plan
and  applicable law and (ii) required to be paid as expenses
of each Plan, except where such non-payment would not have a
Material Adverse Effect.  No Plan has an "amount of unfunded
benefit  liabilities" (as defined in Section 4001(a)(18)  of
ERISA)  except as disclosed on Schedule 6.11.   No  Plan  is
subject  to  a  waiver or extension of the  minimum  funding
requirements  under ERISA or the Code, and  no  request  for
such waiver or extension is pending.

          Section  6.12. Subsidiaries.  All the  outstanding
shares  of  stock of each such Subsidiary have been  validly
issued  and  are fully paid and nonassessable and  all  such
outstanding  shares, except as noted on such Schedule  6.01,
are  owned  by   Borrower or a Wholly  Owned  Subsidiary  of
Borrower free of any Lien or claim.

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

          Section  6.13.  Outstanding Debt.  Except  as  set
forth  on Schedule 6.13 as of the date of closing and  after
giving  effect  to  the  transactions contemplated  by  this
Agreement, neither Borrower nor any of its Subsidiaries  has
outstanding any Debt except as permitted by Section 8.01 and
there  exists  no  default  under  the  provisions  of   any
instrument evidencing such Debt or of any agreement relating
thereto except as noted on Schedule 6.13.

          Section  6.14.   Conflicting Agreements.   Neither
Borrower  nor  any of its Subsidiaries is  a  party  to  any
contract  or  agreement or other burdensome restrictions  or
subject to any charter or other corporate restriction  which
materially  and adversely affects its business, property  or
assets,  or  financial condition.  Assuming the consummation
of  the transactions contemplated by this Agreement, neither
the  execution or delivery  of this Agreement  or  the  Loan
Documents, nor fulfillment of or compliance with  the  terms
and  provisions hereof and thereof, will conflict  with,  or
result  in  a breach of the terms, conditions or  provisions
of,  or  constitute  a  default  under,  or  result  in  any
violation of, or result in the creation of any Lien upon any
of  the  properties  or assets of Borrower  or  any  of  its
Subsidiaries pursuant to, the charter or By-Laws of Borrower
or  any of its Subsidiaries, any award of any arbitrator  or
any  agreement  (including any agreement with stockholders),
instrument, order, judgment, decree, statute, law,  rule  or
regulation  to which Borrower or any of its Subsidiaries  is
subject, and neither Borrower nor any of its Subsidiaries is
a  party to, or otherwise subject to any provision contained
in, any instrument evidencing Debt of Borrower or any of its
Subsidiaries, any agreement relating thereto  or  any  other
contract  or agreement (including its charter) which  limits
the  amount  of,  or otherwise imposes restrictions  on  the
incurring of, Debt of the type to be evidenced by the  Notes
or  contains  dividend or redemption limitations  on  Common
Stock  of  Borrower,  except for this Agreement,  Borrower's
Certificate  of  Incorporation and those matters  listed  on
Schedule 6.14 attached hereto.

          Section 6.15.  Pollution and Other Regulations.

          (a)  Each of the Borrower and its Subsidiaries has
complied  in  all  material  respects  with  all  applicable
Environmental Laws, including without limitation, compliance
with permits, licenses, standards, schedules and timetables,
and  is  not  in  violation of, and does not presently  have
outstanding any liability under, has not been notified  that
it  is or may be liable under and does not have knowledge of
any   liability   or  potential  liability  (including   any
liability relating to matters set forth on Schedule 6.15(a))
except   as  set  forth  on  Schedule  6.15(a),  under   any
applicable  Environmental Law, including without limitation,
the  Resource  Conservation and Recovery  Act  of  1976,  as
amended  ("RCRA"), the Comprehensive Environmental Response,
Compensation  and Liability Act of 1980, as amended  by  the
Superfund  Amendments  and  Reauthorization  Act   of   1986
("CERCLA"),  the  Federal Water Pollution  Control  Act,  as
amended  ("FWPCA"), the Federal Clean Air  Act,  as  amended
("FCAA"),  and  the  Toxic Substance Control  Act  ("TSCA"),
which  violation,  liability or  potential  liability  could
reasonably be expected to have a Materially Adverse Effect.

          (b)   Except as set forth on Schedule 6.15(b), the
Borrower nor any of its Subsidiaries has received a  written
request   for   information   under   CERCLA,   any    other
Environmental  Laws  or any comparable  state  law,  or  any
public  health  or safety or welfare law or  written  notice
that  any  such  entity has been identified as  a  potential
responsible  party  under  CERCLA, and  other  Environmental
Laws,  or any comparable state law, or any public health  or
safety or welfare law, nor has any such entity received  any
written notification that any Hazardous Substance that it or
any   of   its  respective  predecessors  in  interest   has
generated,   stored,  treated,  handled,   transported,   or
disposed  of,  has  been released or  is  threatened  to  be
released at any site at which any Person intends to  conduct
or  is  conducting a remedial investigation or other  action
pursuant  to any applicable Environmental Law, or any  other
Environmental Laws.

          (c)  Except as set forth on Schedule 6.15(c), each
of  the  Borrower  and  its Subsidiaries  has  obtained  all
permits, licenses or other authorizations required  for  the
conduct  of their respective operations under all applicable
Environmental  and Asbestos Laws and each such authorization
is in full force and effect.

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

          Section 6.16.  Possession of Franchises, Licenses,
Etc.   Each  of Borrower and its Subsidiaries possesses  all
franchises,  certificates,  licenses,  permits   and   other
authorizations  from governmental political subdivisions  or
regulatory  authorities, free from burdensome  restrictions,
that   are  necessary  in  any  material  respect  for   the
ownership,  maintenance and operation of its properties  and
assets, and neither Borrower nor any of its Subsidiaries  is
in violation of any thereof in any material respect.

          Section 6.17.  Patents, Etc.  Except as set  forth
on Schedule 6.17, each of Borrower and its Subsidiaries owns
or  has  the  right to use all patents, trademarks,  service
marks,  trade names, copyrights, licenses and other  rights,
free  from burdensome restrictions, which are necessary  for
the  operation  of  its  business  as  presently  conducted.
Nothing  has come to the attention of Borrower, any  of  its
Subsidiaries  or  any  of  their  respective  directors  and
officers  to  the  effect  that (i)  any  product,  process,
method,   substance,   part  or  other  material   presently
contemplated to be sold by or employed by Borrower or any of
its   Subsidiaries  in  connection  with  its  business  may
infringe  any patent, trademark, service mark,  trade  name,
copyright, license or other right owned by any other Person,
(ii)  there is pending or threatened any claim or litigation
against  or  affecting Borrower or any of  its  Subsidiaries
contesting  its  right  to sell or  use  any  such  product,
process, method, substance, part or other material or  (iii)
there  is,  or  there  is pending or proposed,  any  patent,
invention, device, application or principle or any  statute,
law,   rule,  regulation,  standard  or  code  which   would
prevent, inhibit or render obsolete the production  or  sale
of  any  products of, or substantially reduce the  projected
revenues  of, or otherwise materially adversely  affect  the
business, condition or operations of, Borrower or any of its
Subsidiaries.

          Section 6.18.  Governmental Consent.  Neither  the
nature  of  Borrower or any of its Subsidiaries nor  any  of
their   respective   businesses  or  properties,   nor   any
relationship between Borrower and any other Person, nor  any
circumstance  in connection with the execution and  delivery
of   the   Loan  Documents  and  the  consummation  of   the
transactions contemplated thereby is such as to  require  on
behalf  of Borrower or any of its Subsidiaries any  consent,
approval or other action by or any notice to or filing  with
any   court  or  administrative  or  governmental  body   in
connection with the execution and delivery of this Agreement
and the Loan Documents.

          Section 6.19.  Disclosure.  Neither this Agreement
nor  the  Loan Documents nor any other document, certificate
or written statement furnished to Lenders by or on behalf of
Borrower   in  connection  herewith  contains   any   untrue
statement  of a material fact or omits to state  a  material
fact  necessary  in  order to make the statements  contained
herein or therein not misleading.  There is no fact peculiar
to  Borrower which materially adversely affects  or  in  the
future  may  (so far as Borrower can now foresee) materially
adversely affect the business, property or assets, financial
condition  or prospects of Borrower which has not  been  set
forth   in   this  Agreement  or  in  the  Loan   Documents,
certificates and written statements furnished to Lenders  by
or  on  behalf  of  Borrower prior to  the  date  hereof  in
connection with the transactions contemplated hereby.

          Section  6.20.  Insurance Coverage.  Each property
of  Borrower or any of its Subsidiaries is insured  with  in
terms acceptable to Lenders for the benefit of Borrower or a
Subsidiary  of  Borrower  in  amounts  deemed  adequate   by
Borrower's  management  and  no  less  than  those   amounts
customary  in  the  industry  in  which  Borrower  and   its
Subsidiaries  operate against risks usually insured  against
by Persons operating businesses similar to those of Borrower
or  its Subsidiaries in the localities where such properties
are located.
          Section 6.21.  Labor Matters.  Except as set forth
on   Schedule   6.21,  the  Borrower  and   the   Borrower's
Subsidiaries  have experienced no strikes,  labor  disputes,
slow  downs  or  work  stoppages due to labor  disagreements
which  have had, or would reasonably be expected to have,  a
Materially  Adverse Effect, and, to the  best  knowledge  of
Borrower's  executive officers, there are no  such  strikes,
disputes,  slow  downs or work stoppages threatened  against
any  Borrower or any of Borrower's Subsidiaries.  The  hours
worked  and  payment made to employees of the  Borrower  and
Borrower's  Subsidiaries have not been in violation  in  any
material  respect  of the Fair Labor Standards  Act  or  any
other  applicable  law  dealing   with  such  matters.   All
payments  due from the Borrower and Borrower's Subsidiaries,
or  for which any claim may be made against the Consolidated
Group,  on account of wages and employee health and  welfare
insurance  and other benefits have been paid or  accrued  as
liabilities  on  the  books of the Borrower  and  Borrower's
Subsidiaries  where  the  failure  to  pay  or  accrue  such
liabilities  would  reasonably  be  expected   to   have   a
Materially Adverse Effect.

          Section 6.22.  Intercompany Loans; Dividends.  The
Intercompany  Loans and the Intercompany Loan Documents,  to
the  extent  that they exist, have been duly authorized  and
approved  by all necessary corporate and shareholder  action
on  the  part  of  the parties thereto, and  constitute  the
legal, valid and binding obligations of the parties thereto,
enforceable  against each of them in accordance  with  their
respective  terms,  except as may be limited  by  applicable
bankruptcy,   insolvency,  reorganization,  moratorium,   or
similar laws affecting creditors' rights generally,  and  by
general principles of equity.  There are no restrictions  on
the   power  of  any  Consolidated  Company  to  repay   any
Intercompany Loan or to pay dividends on the capital  stock.
Intercompany  loans as of the Closing date are described  in
Schedule 6.22.

          Section 6.23.  Burdensome Restrictions.  Except as
set  forth  on  Schedule  6.23,  none  of  the  Consolidated
Companies  is a party to or bound by any Contractual  Obliga
tion or Requirement of Law which has had or would reasonably
be expected to have a Materially Adverse Effect.


                          ARTICLE VII

                     AFFIRMATIVE COVENANTS

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

          Section 7.01.  Corporate Existence, Etc.  Preserve
and maintain, and cause each of its Material Subsidiaries to
preserve and maintain, its corporate existence, its material
rights,  franchises, and licenses, and its material  patents
and   copyrights  (for  the  scheduled  duration   thereof),
trademarks,  trade  names, and service marks,  necessary  or
desirable  in  the normal conduct of its business,  and  its
qualification to do business as a foreign corporation in all
jurisdictions where it conducts business or other activities
making such qualification necessary, where the failure to do
so would reasonably be expected to have a Materially Adverse
Effect.
          Section 7.02.  Compliance with Laws, Etc.  Comply,
and  cause  each  of  its Subsidiaries to  comply  with  all
Requirements  of  Law  (including, without  limitation,  the
Environmental Laws, subject to the exception  set  forth  in
Section  7.07 where the penalties, claims, fines, and  other
liabilities   resulting   from   noncompliance   with   such
Environmental  Laws  do not involve  amounts  in  excess  of
$5,000,000  in  the  aggregate) and Contractual  Obligations
applicable to or binding on any of them where the failure to
comply   with  such  Requirements  of  Law  and  Contractual
Obligations  would  reasonably  be  expected   to   have   a
Materially Adverse Effect.

          Section  7.03.  Payment of Taxes and Claims,  Etc.
Pay,  and  cause each of its Subsidiaries to  pay,  (i)  all
taxes, assessments and governmental charges imposed upon  it
or  upon  its  property,  and (ii)  all  claims  (including,
without limitation, claims for labor, materials, supplies or
services)  which might, if unpaid, become a  Lien  upon  its
property,  unless,  in  each case, the  validity  or  amount
thereof  is  being  contested in good faith  by  appropriate
proceedings  and  adequate  reserves  are  maintained   with
respect thereto.

          Section 7.04.  Keeping of Books.  Keep, and  cause
each of its Subsidiaries to keep, proper books of record and
account,  containing complete and accurate  entries  of  all
their respective financial and business transactions.

          Section   7.05.    Visitation,  Inspection,   Etc.
Permit,  and  cause each of its Subsidiaries to permit,  any
representative  of  the Agent or any  Lender  to  visit  and
inspect  any  of  its  property, to examine  its  books  and
records and to make copies and take extracts therefrom,  and
to  discuss  its  affairs, finances and  accounts  with  its
officers, all at such reasonable times and as  often as  the
Agent or such Lender may reasonably request after reasonable
prior  notice to Borrower; provided, however,  that  at  any
time following the occurrence and during the continuance  of
a  Default  or  an  Event of Default,  no  prior  notice  to
Borrower shall be required.

          Section    7.06.    Insurance;   Maintenance    of
Properties.

          (a)   Maintain  or  cause to  be  maintained  with
financially  sound  and reputable insurers,  insurance  with
respect  to  its properties and business, and the properties
and business of its Subsidiaries, against loss or damage  of
the kinds customarily insured against by reputable companies
in  the same or similar businesses, such insurance to be  of
such  types  and  in  such  amounts,  including  such  self-
insurance  and  deductible provisions,  as is customary  for
such   companies  under  similar  circumstances;   provided,
however,  that  in  any event Borrower shall  use  its  best
efforts to maintain, or cause to be maintained, insurance in
amounts and with coverages not materially less favorable  to
any  Consolidated Company as in effect on the date  of  this
Agreement,  except  where  the  costs  of  maintaining  such
insurance  would, in the judgment of both Borrower  and  the
Administrative Agent, be excessive.

          (b)   Cause,  and  cause each of the  Consolidated
Companies  to  cause, all properties used or useful  in  the
conduct  of its business to be maintained and kept  in  good
condition,  repair and working order and supplied  with  all
necessary  equipment and will cause to be made all necessary
repairs,    renewals,    replacements,    settlements    and
improvements thereof, all as in the judgment of Borrower may
be  necessary so that the business carried on in  connection
therewith  may be properly and advantageously  conducted  at
all  times; provided, however, that nothing in this  Section
shall  prevent Borrower from discontinuing the operation  or
maintenance  of  any such properties if such  discontinuance
is, in the judgment of Borrower, desirable in the conduct of
its business or the business of any Consolidated Company.

          Section  7.07.  Reporting Covenants.   Furnish  to
each Lender:

          (a)   Annual  Financial Statements.   As  soon  as
available and in any event within 95 days after the  end  of
each  fiscal  year  of  Borrower,  balance  sheets  of   the
Consolidated Companies as at the end of such year, presented
on  a  consolidated  basis, and the  related  statements  of
income,  shareholders' equity, and cash flows of the Consoli
dated Companies for such fiscal year, presented on a consoli
dated basis, setting forth in each case in comparative  form
the  figures for the previous fiscal year, all in reasonable
detail  and  accompanied by a report thereon of  independent
public   accountants   of   recognized   national   standing
reasonably  acceptable  to the Administrative  Agent,  which
such  report  shall be unqualified as to going  concern  and
scope   of   audit  and  shall  state  that  such  financial
statements  present  fairly  in all  material  respects  the
financial condition as at the end of such fiscal year  on  a
consolidated  basis,  and  the  results  of  operations  and
statements  of cash flows of the Consolidated Companies  for
such  fiscal year in accordance with GAAP and that the exami
nation  by such accountants in connection with such  consoli
dated financial statements has been made in accordance  with
generally accepted auditing standards;

          (b)   Quarterly Financial Statements.  As soon  as
available and in any event within 60 days after the  end  of
each  fiscal  quarter  of Borrower (other  than  the  fourth
fiscal   quarter),   balance  sheets  of  the   Consolidated
Companies  as  at  the end of such quarter  presented  on  a
consolidated  basis  and the related statements  of  income,
shareholders'  equity, and cash flows  of  the  Consolidated
Companies  for  such fiscal quarter and for the  portion  of
Borrower's  fiscal year ended at the end  of  such  quarter,
presented on a consolidated basis setting forth in each case
in  comparative  form  the  figures  for  the  corresponding
quarter and the corresponding portion of Borrower's previous
fiscal  year, all in reasonable detail and certified by  the
chief  financial officer or principal accounting officer  of
Borrower  that such financial statements fairly  present  in
all   material  respects  the  financial  condition  of  the
Consolidated Companies as at the end of such fiscal  quarter
on  a consolidated basis, and the results of operations  and
statements  of cash flows of the Consolidated Companies  for
such  fiscal  quarter and such portion of Borrower's  fiscal
year,  in accordance with GAAP consistently applied (subject
to  normal  year-end audit adjustments and  the  absence  of
certain footnotes);

          (c)   No Default/Compliance Certificate.  Together
with   the   financial  statements  required   pursuant   to
subsections  (a)  and  (b)  above,  a  certificate  of   the
president,  chief financial officer or principal  accounting
officer  of  Borrower (i) to the effect that, based  upon  a
review  of the activities of the Consolidated Companies  and
such financial statements during the period covered thereby,
there  exists no Event of Default and no Default under  this
Agreement,  or  if there exists an Event  of  Default  or  a
Default  hereunder, specifying the nature  thereof  and  the
proposed   response  thereto,  and  (ii)  demonstrating   in
reasonable  detail compliance as at the end of  such  fiscal
year  or  such fiscal quarter with Section 7.08 and Sections
8.01 through 8.04;

          (d)    Notice  of  Default.   Promptly  after  any
Executive Officer of Borrower has notice or knowledge of the
occurrence  of  an  Event of Default or  a  Default,  a  cer
tificate of the chief financial officer or principal account
ing  officer  of Borrower specifying the nature thereof  and
the proposed response thereto;

          (e)    Litigation.    Promptly   after   (i)   the
occurrence  thereof,  notice of the institution  of  or  any
adverse development in any action, suit or proceeding or any
governmental  investigation or any arbitration,  before  any
court  or  arbitrator  or any governmental or administrative
body,  agency or official, against any Consolidated Company,
or  any  material  property  thereof  which  might  have   a
Materially Adverse Effect, or (ii) actual knowledge thereof,
notice  of  the threat of any such action, suit, proceeding,
investigation or arbitration;

          (f)    Environmental  Notices.    Promptly   after
receipt  thereof, notice of any actual or alleged violation,
or  notice  of any action, claim or request for information,
either  judicial  or administrative, from  any  governmental
authority relating to any actual or alleged claim, notice of
potential   responsibility  under  or   violation   of   any
Environmental  Law,  or any actual or alleged  spill,  leak,
disposal  or other release of any waste, petroleum  product,
or   hazardous   waste  or  Hazardous   Substance   by   any
Consolidated Company which could result in penalties, fines,
claims  or other liabilities to any Consolidated Company  in
amounts  in  excess  of $5,000,000 individually  or  in  the
aggregate;

          (g)  ERISA.

               (A)   Promptly  after the occurrence  thereof
     with respect to any Plan of any Consolidated Company or
     any  ERISA  Affiliate thereof, or any trust established
     thereunder,   notice   of  (x)  a  "reportable   event"
     described  in Section 4043 of ERISA and the regulations
     issued  from  time  to time thereunder  (other  than  a
     "reportable  event" not subject to the  provisions  for
     30-day  notice to the PBGC under such regulations),  or
     (y)   any   other   event  which  could   subject   any
     Consolidated  Company to any tax, penalty or  liability
     under Title I or Title IV of ERISA or Chapter 43 of the
     Tax  Code, or any tax or penalty resulting from a  loss
     of  deduction under Sections 162, 404 or 419 of the Tax
     Code,  where  any such taxes, penalties or  liabilities
     exceed or could exceed $250,000 in the aggregate;

               (B)   Promptly  after  such  notice  must  be
     provided  to  the  PBGC,  or  to  a  Plan  participant,
     beneficiary  or alternative payee, any notice  required
     under    Section   101(d),   302(f)(4),    303,    307,
     4041(b)(1)(A)  or  4041(c)(1)(A)  of  ERISA  or   under
     Section  401(a)(29) or 412 of the Tax Code with respect
     to  any  Plan of any Consolidated Company or any  ERISA
     Affiliate thereof;
     
               (C)    Promptly  after  receipt,  any  notice
     received  by  any  Consolidated Company  or  any  ERISA
     Affiliate thereof concerning the intent of the PBGC  or
     any other governmental authority to terminate a Plan of
     such  Company  or  ERISA  Affiliate  thereof  which  is
     subject  to Title IV of ERISA, to impose any  liability
     on  such Company or ERISA Affiliate under Title  IV  of
     ERISA or Chapter 43 of the Tax Code;
     
               (D)   Upon the request of the Agent, promptly
     upon  the  filing  thereof with  the  Internal  Revenue
     Service ("IRS")  or the Department of Labor ("DOL"),  a
     copy of IRS Form 5500 or annual report for each Plan of
     any  Consolidated  Company or ERISA  Affiliate  thereof
     which is subject to Title IV of ERISA;
     
               (E)   Upon the request of the Agent, (A) true
     and   complete   copies  of  any  and  all   documents,
     government  reports  and IRS determination  or  opinion
     letters  or  rulings for any Plan of  any  Consolidated
     Company  from  the IRS, PBGC or DOL,  (B)  any  reports
     filed with the IRS, PBGC or DOL with respect to a  Plan
     of  the  Consolidated Companies or any ERISA  Affiliate
     thereof,  or  (C)  a  current statement  of  withdrawal
     liability   for   each  Multiemployer   Plan   of   any
     Consolidated Company or any ERISA Affiliate thereof;

          (h)    Liens.    Promptly  upon  any  Consolidated
Company becoming aware thereof, notice of the filing of  any
federal  statutory  Lien,  tax  or  other  state  or   local
government Lien or any other Lien affecting their respective
properties,  other than those Liens expressly  permitted  by
Section 8.02;

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

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

          (k)   Burdensome Restrictions, Etc.  Promptly upon
the existence or occurrence thereof, notice of the existence
or   occurrence   of  (i)  any  Contractual  Obligation   or
Requirement  of Law described in Section 6.23, (ii)  failure
of any Consolidated Company to hold in full force and effect
those  material  trademarks, service marks,  patents,  trade
names, copyrights, licenses and similar rights necessary  in
the  normal  conduct of its business, and (iii) any  strike,
labor  dispute, slow down or work stoppage as  described  in
Section 6.21;

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

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

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

          Section 7.08.  Financial Covenants.

          (a)  Working Capital.  Maintain as of the last day
of   each  fiscal  quarter,  Working  Capital  of  at  least
$75,000,000.

          (b)    Fixed  Charge Coverage; Cash Flow  Coverage
Ratio.   Maintain as of the last day of each fiscal quarter,
a  minimum Fixed Charge Coverage Ratio, calculated  for  the
immediately  preceding  four fiscal quarters,  of  at  least
1.25:1.0,  provided, however, if such Fixed Charge  Coverage
Ratio  is  not met, the Borrower shall maintain a Cash  Flow
Coverage Ratio, calculated as of the last day of each fiscal
quarter, for the immediately preceding four fiscal quarters,
equal to or greater than 1.5:1.0.

          (c)    Funded   Debt   to  Total   Capitalization.
Maintain  as  of  the  last day of each  fiscal  quarter,  a
maximum  ratio  of  Funded Debt to Total Capitalization,  of
less than or equal to 0.60:1.0.

          (d)  Dividends.  Borrower shall not declare or pay
any  dividend on its capital stock, or make any  payment  to
purchase,  redeem, retire or acquire any of its Subordinated
Debt or capital stock or any option, warrant, or other right
to  acquire  such Subordinated Debt or capital stock,  other
than:
     
          (i)  dividends payable solely in shares of capital
     stock; and
          
     [fix]      (ii) cash dividends declared and  paid,  and
     all other such payments made, after January 29, 1993 in
     an  aggregate  amount at any time  not  to  exceed  (x)
     $1,000,000, plus (y) 50% of Consolidated Net Income (or
     minus  100%,  of Consolidated Net Loss)  earned  during
     Borrowers  fiscal  year  ended January  29,  1993,  and
     thereafter (such period to be treated as one accounting
     period);
          
provided,  further,  however,  no  such  dividend  or  other
payment  may  be  declared or paid pursuant to  clause  (ii)
above  unless no Default or Event of Default exists  at  the
time  of  such declaration or payment, or would exist  as  a
result of such declaration or payment.
          
          (e)   Minimum  Net Worth.  Maintain a Consolidated
Net Worth of at least $170,000,000 at all times.

          Section   7.09.    Notices  Under  Certain   Other
Indebtedness.    Immediately  upon  its   receipt   thereof,
Borrower  shall  furnish the Agent  a  copy  of  any  notice
received  by it or any other Consolidated Company  from  the
holder(s)  of Indebtedness referred to in Section  8.01  (or
from any trustee, agent, attorney, or other party acting  on
behalf  of  such  holder(s)) in  an  amount  which,  in  the
aggregate, exceeds $2,500,000, where such notice  states  or
claims  (i)  the existence or occurrence of any  default  or
event of default with respect to such Indebtedness under the
terms of any indenture, loan or credit agreement, debenture,
note,  or  other  document  evidencing  or  governing   such
Indebtedness,  or  (ii) the existence or occurrence  of  any
event  or  condition which requires or permits holder(s)  of
any  Indebtedness  to exercise rights under  any  Change  in
Control Provision.  Borrower agrees to take such actions  as
may   be   necessary  to  require  the  holder(s)   of   any
Indebtedness  (or  any  trustee or  agent  acting  on  their
behalf)  incurred pursuant to documents executed or  amended
and  restated after the Closing Date, to furnish  copies  of
all  such notices directly to the Agent simultaneously  with
the   furnishing  thereof  to  Borrower,   and   that   such
requirement  may  not  be altered or rescinded  without  the
prior written consent of the Administrative Agent.

          Section  7.10.   Additional  Guarantors.  Borrower
shall  cause  each new Material Subsidiary reported  to  the
Agent  and the Lenders pursuant to Section 7.07(l) above  to
execute  and deliver to the Agent, simultaneously  with  the
report  given pursuant to Section 7.07(l) above, a  Guaranty
Agreement,  together  with related  documents  of  the  kind
described in Section 5.01, as appropriate, all in  form  and
substance  satisfactory  to  the  Agent  and  the   Required
Lenders.
     
          Section 7.11.  Financial Statements; Fiscal  Year.
Borrower  shall make no change in the dates  of  the  fiscal
year  now  employed  for accounting and  reporting  purposes
without  the prior written consent of the Required  Lenders,
which consent shall not be unreasonably withheld.

          Section  7.12.  Ownership of Guarantors.  Borrower
shall  maintain its percentage of ownership existing  as  of
the  date  hereof of all Guarantors, and shall not  decrease
its  ownership  percentage in each Person  which  becomes  a
Guarantor after the date hereof, as such ownership exists at
the time such Person becomes a Guarantor.


                          ARTICLE VIII

                       NEGATIVE COVENANTS

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

          Section   8.01.   Indebtedness.   Create,   incur,
assume or suffer to exist any Indebtedness, other than:
     
          (a)  Indebtedness under this Agreement;

          (b)   Indebtedness outstanding on the date  hereof
or  pursuant to lines of credit in effect on the date hereof
and described on Schedule 8.01(b);

          (c)   purchase  money Indebtedness to  the  extent
secured by a Lien permitted by Section 8.02(b) provided such
purchase money Indebtedness does not exceed $5,000,000;

          (d)   unsecured  current liabilities  (other  than
liabilities  for borrowed money or liabilities evidenced  by
promissory notes, bonds or similar instruments) incurred  in
the ordinary course of business and either (i) not more than
30  days  past due, or (ii) being disputed in good faith  by
appropriate  proceedings  with reserves  for  such  disputed
liability maintained in conformity with GAAP;
     
          (e)   the Intercompany Loans described on Schedule
6.22  and  any  other  loans between Consolidated  Companies
provided  that (i) no loan or other extension of credit  may
be  made by a Guarantor to another Consolidated Company that
is  not  a   Guarantor  hereunder and  all  such  loans  and
extensions  of  credit shall not exceed  $5,000,000  in  the
aggregate   at   any   one   time   outstanding   (excluding
Intercompany Loans listed on Schedule 6.22) unless otherwise
agreed  in  writing  by  the Administrative  Agent  and  the
Required  Lenders;  (ii) such loans or other  extensions  of
credit  are  otherwise permitted pursuant to the limitations
of Section 8.01;

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

          (g)    cash   management  lines  of  credit   from
financial   institutions  not  exceeding  $6,000,000.00   in
principal amount; and

          (h)   other  Indebtedness not to exceed $5,000,000
at any one time outstanding.
          Section  8.02.  Liens.  Create, incur,  assume  or
suffer to exist any Lien on any of its property now owned or
hereafter acquired to secure any Indebtedness other than:

          (a)   Liens  existing on the date hereof disclosed
on  Schedule 8.02 (excluding Liens securing operating leases
with annual payments of less than $100,000);

          (b)    any   Lien   on   any   property   securing
Indebtedness  incurred  or  assumed  for  the   purpose   of
financing  all or any part of the acquisition cost  of  such
property  and  any refinancing thereof, provided  that  such
Lien  does  not extend to any other property,  and  provided
further  that the aggregate principal amount of Indebtedness
secured  by  all  such  Liens at any time  does  not  exceed
$5,000,000;

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

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

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

          (f)    Liens   (other  than  those  permitted   by
paragraphs (a) through (e) of this Section 8.02) encumbering
assets having an Asset Value not greater than $5,000,000  in
the aggregate at any one time.

     Section  8.03.   Mergers,  Acquisitions,  Sales,   Etc.
Merge  or  consolidate  with any other  Person,  other  than
Borrower or another Subsidiary, or sell, lease, or otherwise
dispose of its accounts, property or other assets (including
capital  stock  of  Subsidiaries),  or  purchase,  lease  or
otherwise  acquire  all or any substantial  portion  of  the
property or assets (including capital stock) of any  Person;
provided, however, that the foregoing restrictions on  asset
sales  shall not be applicable to (i) sales of equipment  or
other personal property being replaced by other equipment or
other  personal property purchased as a capital  expenditure
item,  (ii)  sales  of  accounts receivable  pursuant  to  a
securitization  program, provided further that  any  program
costs  incurred by the Borrower in pursuing such  a  program
shall  be  considered interest under this Credit  Agreement,
(iii)   other   asset   sales  (including   the   stock   of
Subsidiaries) where, on the date of execution of  a  binding
obligation  to make such asset sale (provided  that  if  the
asset sale is not consummated within six (6) months of  such
execution,  then on the date of consummation of  such  asset
sale  rather  than on the date of execution of such  binding
obligation), the Asset Value of asset sales occurring  after
the Closing Date, taking into account the Asset Value of the
proposed  asset sale, would not exceed ten percent (10%)  of
Borrower's  Consolidated Net Worth, since the Closing  Date,
and  (iv)  sales  of  inventory in the  ordinary  course  of
business; provided, further, that the foregoing restrictions
on mergers shall not apply to mergers involving Borrower and
another  entity, provided Borrower is the surviving  entity,
and mergers between a Subsidiary of Borrower and Borrower or
between  Subsidiaries of Borrower provided that,  in  either
case,  upon  consummation of such mergers,  Borrower  is  in
compliance  with  the  other  provisions  hereof;  provided,
further,  that the foregoing restrictions on asset purchases
shall not apply to asset purchases by Borrower to the extent
that  after giving effect to such purchases, Borrower is  in
compliance with Section 8.04 hereof; provided, however, that
no transaction pursuant to clauses (i), (ii) or (iii) or the
second  or  third provisos above shall be permitted  if  any
Default or Event of Default otherwise exists at the time  of
such  transaction or would otherwise exist as  a  result  of
such transaction.

          Section  8.04.   Investments, Loans,  Etc.   Make,
permit  or  hold any Investments in any Person, or otherwise
acquire or hold any Subsidiaries, other than:

          (a)    Investments   in  Subsidiaries   that   are
Guarantors  under this Agreement, whether such  Subsidiaries
are  Guarantors on the Closing Date or become Guarantors  in
accordance  with  Section  7.10  after  the  Closing   Date;
provided,  however, nothing in this Section  8.04  shall  be
deemed   to  authorize  an  investment  pursuant   to   this
subsection (a) in any entity that is not a Subsidiary and  a
Guarantor prior to such investment;

          (b)  Investments in Subsidiaries, other than those
Subsidiaries  that  are  or  become  Guarantors  under  this
Agreement,  or  persons that thereafter become Subsidiaries,
in  an  aggregate  amount not to exceed  $15,000,000  unless
otherwise consented to in writing by the Required Lenders;

          (c)   Investments in other Persons that  are  not,
and  do not become, Subsidiaries in an aggregate amount  not
to  exceed  $10,000,000  unless otherwise  consented  to  in
writing by the Required Lenders;

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

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

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

          (g)  Investments made by Plans; and
          (h)   Permitted Intercompany Loans  on  terms  and
conditions acceptable to the Administrative Agent.

          Section  8.05   Sale  and Leaseback  Transactions.
Sell or transfer any property, real or personal, whether now
owned  or  hereafter acquired, and thereafter rent or  lease
such  property  or  other  property which  any  Consolidated
Company intends to use for substantially the same purpose or
purposes  as the property being sold or transferred,  except
to  the extent that the aggregate value of all such property
sold  and leased back does not exceed $5,000,000 at any  one
time.

          Section 8.06  Transactions with Affiliates.

          (a)  Enter into any material transaction or series
of  related  transactions which in the  aggregate  would  be
material, whether or not in the ordinary course of business,
with   any  Affiliate  of  any  Consolidated  Company   (but
excluding   any  Affiliate  which  is  also  a  Consolidated
Company),  other than on terms and conditions  substantially
as  favorable  to  such Consolidated  Company  as  would  be
obtained  by  such Consolidated Company at  the  time  in  a
comparable arm's-length transaction with a Person other than
an Affiliate.

          (b)   Convey  or  transfer  to  any  other  Person
(including   any  other  Consolidated  Company)   any   real
property,  buildings, or fixtures used in the  manufacturing
or  production  operations of any Consolidated  Company,  or
convey  or  transfer to any other Consolidated  Company  any
other  assets  (excluding conveyances or  transfers  in  the
ordinary  course of business) if at the time of such  convey
ance  or transfer any Default or Event of Default exists  or
would exist as a result of such conveyance or transfer.

          Section  8.07  Optional Prepayments.  Directly  or
indirectly,  prepay, purchase, redeem,  retire,  defease  or
otherwise  acquire, or make any optional payment on  account
of  any  principal  of, interest on, or premium  payable  in
connection  with  the  optional  prepayment,  redemption  or
retirement of, any of its Indebtedness, or give a notice  of
redemption  with respect to any such Indebtedness,  or  make
any payment in violation of the  subordination provisions of
any  Subordinated  Debt,  except with  respect  to  (i)  the
Obligations  under  this  Agreement  and  the  Notes,   (ii)
prepayments   of   Indebtedness  outstanding   pursuant   to
revolving  credit,  overdraft and line of credit  facilities
permitted pursuant to Section 8.01, (iii) Intercompany Loans
made   or  outstanding  pursuant  to  Section  8.01,    (iv)
Intercompany Loans made or outstanding pursuant  to  Section
8.01  upon  the prior written consent of the Agent  and  the
Required  Lenders, and (v) Subordinated Debt,  in  form  and
substance  acceptable to the Administrative  Agent  and  the
Required  Lenders,  as evidenced by their  written  consent,
issued to refinance existing Subordinated Debt.

          Section 8.08  Changes in Business.  Enter into any
business   which  is  substantially  different   from   that
presently conducted by the Consolidated Companies taken as a
whole  except where the aggregate Investment made, and other
funds  expended or committed with respect to  such  business
does not exceed $5,000,000.
          Section  8.09  ERISA.  Take or fail  to  take  any
action  with respect to any Plan of any Consolidated Company
or,  with  respect to its ERISA Affiliates, any Plans  which
are  subject to Title IV of ERISA or to continuation  health
care requirements for group health plans under the Tax Code,
including without limitation (i) establishing any such Plan,
(ii) amending any such Plan (except where required to comply
with  applicable law), (iii) terminating or withdrawing from
any  such  Plan,  or  (iv) incurring an amount  of  unfunded
benefit  liabilities, as defined in Section  4001(a)(18)  of
ERISA,  or any withdrawal liability under Title IV of  ERISA
with  respect to any such Plan, without first obtaining  the
written  approval  of  the  Administrative  Agent  and   the
Required  Lenders,  where  such actions  or  failures  could
result in a Material Adverse Effect.

          Section 8.10  Additional Negative Pledges.  Create
or  otherwise cause or suffer to exist or become  effective,
directly  or  indirectly, any prohibition or restriction  on
the  creation or existence of any Lien upon any asset of any
Consolidated Company, other than pursuant to (i)  the  terms
of  any agreement, instrument or other document pursuant  to
which  any  Indebtedness permitted  by  Section  8.02(b)  is
incurred  by  any  Consolidated Company,  so  long  as  such
prohibition  or restriction applies only to the property  or
asset  being  financed by such Indebtedness,  and  (ii)  any
requirement  of  applicable law or any regulatory  authority
having jurisdiction over any of the Consolidated Companies.

          Section  8.11   Limitation on Payment Restrictions
Affecting Consolidated Companies.  Create or otherwise cause
or  suffer  to  exist  or become effective,  any  consensual
encumbrance   or   restriction  on  the   ability   of   any
Consolidated Company to (i) pay dividends or make any  other
distributions on such Consolidated Company's stock, or  (ii)
pay   any  indebtedness  owed  to  Borrower  or   any  other
Consolidated Company, or (iii) transfer any of its  property
or  assets  to  Borrower or any other Consolidated  Company,
except  any  consensual encumbrance or restriction  existing
under the Loan Documents.

          Section  8.12   Actions Under  Certain  Documents.
Without  the  prior  written consent of  the  Administrative
Agent  (which  consent shall not be unreasonably  withheld),
modify,  amend, cancel or rescind the Intercompany Loans  or
Intercompany Loan Documents, or any agreements or  documents
evidencing  or  governing Subordinated Debt  or  the  senior
Indebtedness  permitted  pursuant  to  Section  8.01  hereof
(except  that  a  loan  between  Consolidated  Companies  as
permitted by Section 8.01 may be modified or amended so long
as it otherwise satisfies the requirements of Section 8.01),
or   make  demand  of  payment  or  accept  payment  on  any
Intercompany  Loans permitted by Section 8.01,  except  that
current  interest  accrued thereon as of the  date  of  this
Agreement  and  all interest subsequently  accruing  thereon
(whether or not paid currently) may be paid unless a Default
or Event of Default has occurred and is continuing.


                           ARTICLE IX

                       EVENTS OF DEFAULT

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

          Section  9.01.  Payments.  Borrower shall fail  to
make  promptly  when due (including, without limitation,  by
mandatory prepayment) any principal payment with respect  to
the  Loans, or Borrower shall fail to make within  five  (5)
Business  Days  after the due date thereof  any  payment  of
interest, fee or other amount payable hereunder;

          Section 9.02.  Covenants Without Notice.  Borrower
shall  fail to observe or perform any covenant or  agreement
contained in Sections 7.07(f), 7.08, 7.11, 8.01 through 8.07
and 8.09 through 8.12;

          Section  9.03.   Other Covenants.  Borrower  shall
fail  to  observe  or  perform  any  covenant  or  agreement
contained in this Agreement, other than those referred to in
Sections  9.01 and 9.02, and, if capable of being  remedied,
such  failure shall remain unremedied for 30 days after  the
earlier  of  (i) Borrower's obtaining knowledge thereof,  or
(ii)  written  notice  thereof  shall  have  been  given  to
Borrower by Agent or any Lender;

          Section      9.04.      Representations.       Any
representation  or warranty made or deemed  to  be  made  by
Borrower or any other Credit Party or by any of its officers
under this Agreement or any other Credit Document (including
the Schedules attached thereto), or any certificate or other
document  submitted to the Agent or the Lenders by any  such
Person pursuant to the terms of this Agreement or any  other
Credit  Document, shall be incorrect in any material respect
when made or deemed to be made or submitted;

          Section 9.05.  Non-Payments of Other Indebtedness.
Any  Consolidated  Company  shall  fail  to  make  when  due
(whether  at stated maturity, by acceleration, on demand  or
otherwise,  and after giving effect to any applicable  grace
period)  any  payment of principal of  or  interest  on  any
Indebtedness   (other   than  the   Obligations)   exceeding
$1,000,000 in the aggregate;

          Section  9.06.   Defaults Under Other  Agreements.
Any  Consolidated Company shall fail to observe  or  perform
within   any  applicable  grace  period  any  covenants   or
agreements   contained  in  any  agreements  or  instruments
relating to any of its Indebtedness exceeding $1,000,000  in
the  aggregate, or any other event shall occur if the effect
of  such  failure  or other event is to  accelerate,  or  to
permit  the holder of such Indebtedness or any other  Person
to  accelerate,  the maturity of such Indebtedness;  or  any
such  Indebtedness  shall be required to be  prepaid  (other
than  by a regularly scheduled required prepayment) in whole
or in part prior to its stated maturity;

          Section 9.07.  Bankruptcy.  Borrower or any  other
Consolidated   Company  shall  commence  a  voluntary   case
concerning   itself  under  the  Bankruptcy   Code   or   an
involuntary  case  for bankruptcy is commenced  against  any
Consolidated  Company and the petition is  not  controverted
within  10  days, or is not dismissed within 60 days,  after
commencement of the case; or a custodian (as defined in  the
Bankruptcy Code) is appointed for, or takes charge  of,  all
or  any substantial part of the property of any Consolidated
Company;  or  any Consolidated Company commences proceedings
of  its  own  bankruptcy or to be granted  a  suspension  of
payments  or  any other proceeding under any reorganization,
arrangement, adjustment of debt, relief of debtors,  dissolu
tion,  insolvency  or  liquidation or  similar  law  of  any
jurisdiction,  whether now or hereafter in effect,  relating
to  any  Consolidated Company or there is commenced  against
any  Consolidated Company any such proceeding which  remains
undismissed  for  a period of 60 days; or  any  Consolidated
Company  is adjudicated insolvent or bankrupt; or any  order
of  relief  or other order approving any such  case  or  pro
ceeding is entered; or any Consolidated Company suffers  any
appointment  of  any custodian or the like  for  it  or  any
substantial part of its property to continue undischarged or
unstayed  for  a  period  of 60 days;  or  any  Consolidated
Company  makes  a  general assignment  for  the  benefit  of
creditors; or any Consolidated Company shall fail to pay, or
shall state that it is unable to pay, or shall be unable  to
pay,  its  debts  generally  as  they  become  due;  or  any
Consolidated  Company shall call a meeting of its  creditors
with a view to arranging a composition or adjustment of  its
debts;  or  any  Consolidated Company shall by  any  act  or
failure  to  act  indicate its consent to,  approval  of  or
acquiescence  in  any  of the foregoing;  or  any  corporate
action  is taken by any Consolidated Company for the purpose
of effecting any of the foregoing;

          Section  9.08.   ERISA.  A Plan of a  Consolidated
Company or a Plan subject to Title IV of ERISA of any of its
ERISA Affiliates:

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

               (ii) is being, or has been, terminated or the
               subject  of  termination  proceedings   under
               applicable law or the terms of such Plan; or
               
                     (iii)      shall require a Consolidated
               Company  to provide security under applicable
               law,  the terms of such Plan, Section 401  or
               412 of the Tax Code or Section 306 or 307  of
               ERISA; or

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

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

          Section  9.09.   Money Judgment.   A  judgment  or
order  for  the payment of money in excess of $1,000,000  or
otherwise  having  a  Materially  Adverse  Effect  shall  be
rendered against Borrower or any other Consolidated  Company
and  such  judgment or order shall continue unsatisfied  (in
the case of a money judgment) and in effect for a period  of
30  days  during  which execution shall not  be  effectively
stayed  or  deferred  (whether by  action  of  a  court,  by
agreement or otherwise);

          Section  9.10.   Ownership of Credit  Parties  and
Pledged Entities.  If Borrower shall at any time fail to own
and  control the required percentage of the voting stock  of
any  Guarantor,  either  directly or  indirectly  through  a
wholly-owned Subsidiary of Borrower;

          Section 9.11.  Change in Control of Borrower.  (a)
Any  "person"  or  "group" (within the meaning  of  Sections
13(d)  and  14(d)(2) of the Exchange Act),  other  than  the
Hughes  Family  shall become the "beneficial  owner(s)"  (as
defined in said Rule 13d-3) of more than twenty-five percent
(25%)  of  the  shares of the outstanding  common  stock  of
Borrower entitled to vote for members of Borrower's board of
directors,  or  (b) any event or condition  shall  occur  or
exist  which, pursuant to the terms of any change in control
provision, requires or permits the holder(s) of Indebtedness
of   any   Consolidated  Company  to   require   that   such
Indebtedness be redeemed, repurchased, defeased, prepaid  or
repaid,  in  whole  or  in part, or  the  maturity  of  such
Indebtedness to be accelerated in any respect;

          Section   9.12.    Default  Under   Other   Credit
Documents.   There  shall  exist  or  occur  any  "Event  of
Default"  as  provided under the terms of any  other  Credit
Document, or any Credit Document ceases to be in full  force
and  effect  or  the validity or enforceability  thereof  is
disaffirmed by or on behalf of Borrower or any other  Credit
Party, or at any time it is or becomes unlawful for Borrower
or  any  other  Credit Party to perform or comply  with  its
obligations under any Credit Document, or the obligations of
Borrower or any other Credit Party under any Credit Document
are  not or cease to be legal, valid and binding on Borrower
or any such Credit Party;

          Section  9.13.   Attachments.   An  attachment  or
similar action shall be made on or taken against any of  the
assets  of  any  Consolidated Company with  an  Asset  Value
exceeding  $3,000,000  in  aggregate  and  is  not  removed,
suspended or enjoined within 30 days of the same being  made
or  any suspension or injunction being lifted; then, and  in
any  such event, and at any time thereafter if any Event  of
Default  shall then be continuing, the Agent may,  and  upon
the written or telex request of the Required Lenders, shall,
by written notice to Borrower, take any or all of the follow
ing  actions, without prejudice to the rights of the  Agent,
any  Lender or the holder of any Note to enforce its  claims
against Borrower or any other Credit Party:  (i) declare all
Commitments  terminated, whereupon the pro rata  Commitments
of   each   Lender  shall  terminate  immediately  and   any
commitment  fee  shall  forthwith  become  due  and  payable
without  any other notice of any kind; and (ii) declare  the
principal of and any accrued interest on the Loans, and  all
other Obligations owing hereunder, to be, whereupon the same
shall become, forthwith due and payable without presentment,
demand,  protest or other notice of any kind, all  of  which
are  hereby waived by Borrower; provided, that, if an  Event
of Default specified in Section 9.07 shall occur, the result
which  would occur upon the giving of written notice by  the
Agent  to any Credit Party, as specified in clauses (i)  and
(ii) above, shall occur automatically without the giving  of
any such notice.

                           ARTICLE X

                           THE AGENT

          Section 10.01.  Appointment of Agent.  Each Lender
hereby designates SunTrust Bank, Atlanta and SunTrust  Bank,
Central  Florida  Agents,  and  SunTrust  Bank,  Atlanta  as
Administrative Agent ("Administrative Agent") to  administer
all  matters  concerning the Loans  and  to  act  as  herein
specified.   Each Lender hereby irrevocably authorizes,  and
each holder of any Note by the acceptance of a Note shall be
deemed    irrevocably   to   authorize,   the   Agent    and
Administrative  Agent  to take such actions  on  its  behalf
under  the  provisions of this Agreement, the  other  Credit
Documents, and all other instruments and agreements referred
to  herein  or therein, and to exercise such powers  and  to
perform  such  duties  hereunder  and  thereunder   as   are
specifically  delegated  to or required  of  the  Agent  and
Administrative  Agent by the terms hereof  and  thereof  and
such  other  powers  as are reasonably  incidental  thereto.
Each  Agent and Administrative Agent may perform any of  its
duties  hereunder by or through their agents  or  employees.
The  provisions  of this Section 10.01 are  solely  for  the
benefit of Agents and the Administrative Agent, and Borrower
and  the  other Consolidated Companies shall  not  have  any
rights as third party beneficiaries of any of the provisions
hereof.   In performing its functions and duties under  this
Agreement, each Agent and the Administrative Agent,  as  the
case  may  be, shall act solely as agent of the Lenders  and
does not assume and shall not be deemed to have assumed  any
obligations towards or relationship of agency or trust  with
or for the Borrower and the other Consolidated Companies.

          Section  10.02.  Nature of Duties of  Agent.   The
Agent  and  Administrative Agent shall  have  no  duties  or
responsibilities except those expressly set  forth  in  this
Agreement and the other Credit Documents.  None of the Agent
and   Administrative  Agent  nor  any  of  their  respective
officers, directors, employees or agents shall be liable for
any  action taken or omitted by it as such hereunder  or  in
connection  herewith, unless caused by its  or  their  gross
negligence or willful misconduct.  The duties of  the  Agent
and   Administrative   Agent  shall   be   ministerial   and
administrative in nature; the Agent and Administrative Agent
shall  not  have  by  reason of this Agreement  a  fiduciary
relationship in respect of any Lender; and nothing  in  this
Agreement, express or implied, is intended to or shall be so
construed  as  to  impose upon the Agent  or  Administrative
Agent  any obligations in respect of this Agreement  or  the
other Credit Documents except as expressly set forth herein.

          Section 10.03.  Lack of Reliance on the Agent.

          (a)   Independently and without reliance upon  the
Agent or Administrative Agent, each Lender, to the extent it
deems  appropriate, has made and shall continue to make  (i)
its   own    independent  investigation  of  the   financial
condition  and  affairs of the Credit Parties in  connection
with  the  taking or not taking of any action in  connection
herewith, and (ii) its own appraisal of the creditworthiness
of  the Credit Parties, and, except as expressly provided in
this Agreement, the Agent or Administrative Agent shall have
no  duty  or  responsibility,  either  initially  or  on   a
continuing basis, to provide any Lender with any  credit  or
other information with respect thereto, whether coming  into
its possession before the making of the Loans or at any time
or times thereafter.
          (b)   The Agent and Administrative Agent shall not
be  responsible to any Lender for any recitals,  statements,
information, representations or warranties herein or in  any
document,   certificate  or  other  writing   delivered   in
connection  herewith  or  for the execution,  effectiveness,
genuineness,  validity, enforceability, collectibility,  pri
ority  or  sufficiency  of this Agreement,  the  Notes,  the
Guaranty  Agreements,  or any other  documents  contemplated
hereby  or thereby, or the financial condition of the Credit
Parties,  or  be  required to make  any  inquiry  concerning
either  the  performance or observance of any of the  terms,
provisions  or conditions of this Agreement, the Notes,  the
Guaranty  Agreements,  or the other  documents  contemplated
hereby  or thereby, or the financial condition of the Credit
Parties,  or  the  existence or possible  existence  of  any
Default  or  Event  of Default; provided,  however,  to  the
extent  that the Agent or the Administrative Agent has  been
advised  that  a  Lender  has not received  any  information
formally  delivered to the Agent pursuant to  Section  7.07,
the  Agent  shall  deliver or cause  to  be  delivered  such
information to such Lender.

          Section  10.04.  Certain Rights of the Agent.   If
the Agent or Administrative Agent shall request instructions
from  the  Required Lenders with respect to  any  action  or
actions  (including the failure to act) in  connection  with
this  Agreement, the Agent or Administrative Agent shall  be
entitled to refrain from such act or taking such act, unless
and  until  the  Agent or Administrative  Agent  shall  have
received  instructions from the Required  Lenders;  and  the
Agent  or Administrative Agent shall not incur liability  in
any Person by reason of so refraining.  Without limiting the
foregoing,  no  Lender  shall  have  any  right  of   action
whatsoever  against the Agent or Administrative Agent  as  a
result  of  the  Agent  or Administrative  Agent  acting  or
refraining  from  acting hereunder in  accordance  with  the
instructions of the Required Lenders.

          Section    10.05.    Reliance   by    Agent    and
Administrative  Agent.  The Agent and  Administrative  Agent
shall  be entitled to rely, and shall be fully protected  in
relying,   upon  any  note,  writing,  resolution,   notice,
statement,   certificate,  telex,  teletype  or   telecopier
message,  cable gram, radiogram, order or other documentary,
teletransmission or telephone message believed by it  to  be
genuine and correct and to have been signed, sent or made by
the  proper Person.  The Agent and Administrative Agent  may
consult with legal counsel (including counsel for any Credit
Party),  independent public accountants  and  other  experts
selected by it and shall not be liable for any action  taken
or  omitted  to  be taken by it in good faith in  accordance
with the advice of such counsel, accountants or experts.

          Section  10.06.   Indemnification  of  Agent   and
Administrative  Agent.   To  the  extent   the   Agent   and
Administrative  Agent is not reimbursed and  indemnified  by
the Credit Parties, each Lender will reimburse and indemnify
the Agent and Administrative Agent, ratably according to the
respective  amounts  of  the  Loans  outstanding  under  all
Facilities  (or  if no amounts are outstanding,  ratably  in
accordance with the Total Commitments), in either case,  for
and  against  any and all liabilities, obligations,  losses,
damages,   penalties,  actions,  judgments,  suits,   costs,
expenses  (including  counsel  fees  and  disbursements)  or
disbursements of any kind or nature whatsoever which may  be
imposed  on, incurred by or asserted against the  Agent  and
Administrative Agent in performing its duties hereunder,  in
any  way relating to or arising out of this Agreement or the
other  Credit  Documents; provided that no Lender  shall  be
liable  to the Agent or Administrative Agent for any portion
of   such   liabilities,   obligations,   losses,   damages,
penalties,  actions, judgments, suits,  costs,  expenses  or
disbursements  resulting from the Agent's or  Administrative
Agent's gross negligence or willful misconduct.

          Section 10.07.  The Agent and Administrative Agent
in  its Individual Capacity.  With respect to its obligation
to  lend under this Agreement, the Loans made by it and  the
Notes issued to it, the Agent and Administrative Agent shall
have  the  same  rights and powers hereunder  as  any  other
Lender  or  holder of a Note and may exercise  the  same  as
though  it were not performing the duties specified  herein;
and  the  terms "Lenders", "Required Lenders",  "holders  of
Notes",  or  any  similar terms shall,  unless  the  context
clearly  otherwise  indicates,  include  the  Agent  in  its
individual capacity.  The Agent and Administrative Agent may
accept deposits from, lend money to, and generally engage in
any  kind  of  banking, trust, financial advisory  or  other
business with the Consolidated Companies or any affiliate of
the  Consolidated Companies as if it were not performing the
duties  specified  herein, and may  accept  fees  and  other
consideration from the Consolidated Companies  for  services
in  connection  with  this Agreement and  otherwise  without
having to account for the same to the Lenders.

          Section  10.08.  Holders of Notes.  The Agent  and
Administrative  Agent may deem and treat the  payee  of  any
Note as the owner thereof for all purposes hereof unless and
until a written notice of the assignment or transfer thereof
shall  have  been  filed with the Agent  and  Administrative
Agent.  Any request, authority or consent of any Person who,
at  the time of making such request or giving such authority
or  consent,  is the holder of any Note shall be  conclusive
and  binding  on  any  subsequent  holder,   transferee   or
assignee  of  such Note or of any Note or  Notes  issued  in
exchange therefor.

          Section   10.09.    Successor   Agent;   Successor
Administrative Agent.

          (a)  The Agent and Administrative Agent may resign
at  any time by giving written notice thereof to the Lenders
and  Borrower and may be removed at any time with or without
cause  by the Required Lenders; provided, however, the Agent
and  Administrative Agent may not resign or be removed until
a successor Agent or Administrative Agent has been appointed
and  shall  have accepted such appointment.  Upon  any  such
resignation or removal, the Required Lenders shall have  the
right  to appoint a successor Agent or Administrative  Agent
subject  to Borrower's prior written approval.   If  no  suc
cessor  Agent  or Administrative Agent shall  have  been  so
appointed  by the Required Lenders, and shall have  accepted
such  appointment, within 30 days after the retiring Agent's
or Administrative Agent's giving of notice of resignation or
the  Required  Lenders'  removal of the  retiring  Agent  or
Administrative   Agent,   then   the   retiring   Agent   or
Administrative Agent may, on behalf of the Lenders,  appoint
a   successor  Agent  or  Administrative  Agent  subject  to
Borrower's  prior written approval, which shall  be  a  bank
which  maintains  an  office in  the  United  States,  or  a
commercial  bank  organized under the  laws  of  the  United
States of America or any State thereof, or any Affiliate  of
such bank, having a combined capital and surplus of at least
$100,000,000.   If  at any time SunTrust  Bank,  Atlanta  is
removed   as   a   Lender,  SunTrust  Bank,  Atlanta   shall
simultaneously resign as Agent and Administrative Agent.  If
at   any  time  SunTrust  Bank,  Central  Florida,  National
Association  is removed as a Lender, SunTrust Bank,  Central
Florida,  National Association, shall simultaneously  resign
as Agent.

          (b)  Upon the acceptance of any appointment as the
Agent  and  Administrative Agent hereunder  by  a  successor
Agent  or  Administrative Agent, such successor Agent  shall
thereupon succeed to and become vested with all the  rights,
powers,  privileges  and duties of  the  retiring  Agent  or
Administrative   Agent,   and   the   retiring   Agent    or
Administrative Agent shall be discharged from its duties and
obligations  under  this  Agreement.   After  any   retiring
Agent's  or  Administrative Agent's resignation  or  removal
hereunder  as Agent or Administrative Agent, the  provisions
of  this  Article  X shall inure to its benefit  as  to  any
actions taken or omitted to be taken by it while it  was  an
Agent or Administrative Agent under this Agreement.


                           ARTICLE XI

                         MISCELLANEOUS


          Section  11.01.   Notices.  All notices,  requests
and other communications to any party hereunder shall be  in
writing  (including  bank wire, telex, telecopy  or  similar
teletransmission  or writing) and shall  be  given  to  such
party  at its address or applicable teletransmission  number
set  forth  on  the signature pages hereof,  or  such  other
address or applicable teletransmission number as such  party
may  hereafter specify by notice to the Agent and  Borrower.
Each  such notice, request or other communication  shall  be
effective  (i)  if  given  by  telex,  when  such  telex  is
transmitted  to the telex number specified in  this  Section
and the appropriate answerback is received, (ii) if given by
mail, 72 hours after such communication is deposited in  the
mails  with  first  class  postage  prepaid,  addressed   as
aforesaid, (iii) if given by telecopy, when such telecopy is
transmitted to the telecopy number specified in this Section
and  the  appropriate confirmation is received, or  (iv)  if
given by any other means (including, without limitation,  by
air  courier),  when delivered or received  at  the  address
specified  in  this Section; provided that  notices  to  the
Agent  and Administrative Agent shall not be effective until
received.

          Section 11.02.  Amendments, Etc.  No amendment  or
waiver  of  any  provision of this Agreement  or  the  other
Credit Documents, nor consent to any departure by any Credit
Party therefrom, shall in any event be effective unless  the
same shall be in writing and signed by the Required Lenders,
and  then such waiver or consent shall be effective only  in
the specific instance and for the specific purpose for which
given;  provided that no amendment, waiver or consent shall,
unless  in writing and signed by all the Lenders do  any  of
the following:  (i) waive any of the conditions specified in
Section 5.01 or 5.02, (ii) increase the Commitments or other
contractual  obligations to Borrower under  this  Agreement,
(iii) reduce the principal of, or interest on, the Notes  or
any  fees  hereunder, (iv) postpone any date fixed  for  the
payment  in  respect of principal of, or  interest  on,  the
Notes  or  any fees hereunder, (v) change the percentage  of
the  Commitments or of the aggregate unpaid principal amount
of  the  Notes,  or the number or identity of Lenders  which
shall be required for the Lenders or any of them to take any
action  hereunder,  (vi)  release  any  Guarantor  from  its
obligations under any Guaranty Agreement, (vii)  modify  the
definition  of  "Required Lenders," or  (viii)  modify  this
Section 11.02.  Notwithstanding the foregoing, no amendment,
waiver or consent shall, unless in writing and signed by the
Agent  and  Administrative Agent in addition to the  Lenders
required hereinabove to take such action, affect the  rights
or  duties  of the Agent and the Administrative Agent  under
this Agreement or under any other Credit Document.

          Section  11.03.   No Waiver; Remedies  Cumulative.
No  failure or delay on the part of the Agent, any Lender or
any  holder  of  a  Note in exercising any right  or  remedy
hereunder or under any other Credit Document, and no  course
of  dealing  between  any Credit Party and  the  Agent,  any
Lender  or the holder of any Note shall operate as a  waiver
thereof,  nor  shall any single or partial exercise  of  any
right or remedy hereunder or under any other Credit Document
preclude  any other or further exercise thereof or the  exer
cise  of  any other right or remedy hereunder or thereunder.
The  rights  and  remedies  herein  expressly  provided  are
cumulative and not exclusive of any rights or remedies which
the  Agent, any Lender or the holder of any Note  would  oth
erwise have.  No notice to or demand on any Credit Party not
required hereunder or under any other Credit Document in any
case  shall entitle any Credit Party to any other or further
notice  or  demand  in  similar or  other  circumstances  or
constitute a waiver of the rights of the Agent, the  Lenders
or  the holder of any Note to any other or further action in
any circumstances without notice or demand.

          Section   11.04.    Payment  of   Expenses,   Etc.
Borrower  shall:

          (i)    whether  or  not  the  transactions  hereby
     contemplated are consummated, pay all reasonable,  out-
     of-pocket  costs  and expenses of  the  Agent  and  the
     Administrative Agent in the administration (both before
     and after the execution hereof and including reasonable
     expenses  actually  incurred  relating  to  advice   of
     counsel  as to the rights and duties of the  Agent  and
     the  Administrative Agent and the Lenders with  respect
     thereto)  of,  and in connection with the  preparation,
     execution  and  delivery  of,  preservation  of  rights
     under, enforcement of, and, after a Default or Event of
     Default,  refinancing, renegotiation  or  restructuring
     of,  this Agreement and the other Credit Documents  and
     the  documents and instruments referred to therein, and
     any  amendment,  waiver  or  consent  relating  thereto
     (including,  without  limitation, the  reasonable  fees
     actually incurred and disbursements of counsel for  the
     Agent and the Administrative Agent), and in the case of
     enforcement  of  this Agreement or any Credit  Document
     after an Event of Default, all such reasonable, out-of-
     pocket   costs   and   expenses   (including,   without
     limitation,  the reasonable fees actually incurred  and
     disbursements of counsel), for any of the Lenders;

        (ii)   subject, in the case of certain Taxes, to the
     applicable provisions of Section 4.07(b), pay and  hold
     each  of the Lenders harmless from and against any  and
     all  present and future stamp, documentary,  and  other
     similar Taxes with respect to this Agreement, the Notes
     and   any   other  Credit  Documents,  any   collateral
     described therein, or any payments due thereunder,  and
     save each Lender harmless from and against any and  all
     liabilities with respect to or resulting from any delay
     or omission to pay such Taxes; and

       (iii)   indemnify the Agent, the Administrative Agent
     and   each   Lender,  and  their  respective  officers,
     directors, employees, representatives and agents  from,
     and  hold  each of them harmless against, any  and  all
     costs, losses, liabilities, claims, damages or expenses
     incurred by any of them (whether or not any of them  is
     designated  a party thereto) (an "Indemnitee")  arising
     out of or by reason of any investigation, litigation or
     other proceeding related to any actual or proposed  use
     of  the  proceeds  of any of the Loans  or  any  Credit
     Party's  entering into and performing of the Agreement,
     the  Notes,  or the other Credit Documents,  including,
     without   limitation,  the  reasonable  fees   actually
     incurred   and  disbursements  of  counsel   (including
     foreign  counsel) incurred in connection with any  such
     investigation,   litigation   or   other    proceeding;
     provided,  however, Borrower shall not be obligated  to
     indemnify  any  Indemnitee for  any  of  the  foregoing
     arising  out  of such Indemnitee's gross negligence  or
     willful misconduct;

        (iv)   without limiting the indemnities set forth in
     subsection  (iii) above, indemnify each Indemnitee  for
     any  and  all  expenses  and costs  (including  without
     limitation,  remedial,  removal,  response,  abatement,
     cleanup, investigative, closure and monitoring  costs),
     losses,  claims  (including claims for contribution  or
     indemnity  and  including the cost of investigating  or
     defending  any claim and whether or not such  claim  is
     ultimately  defeated,  and  whether  such  claim  arose
     before,  during or after any Credit Party's  ownership,
     operation,  possession  or  control  of  its  business,
     property or facilities or before, on or after the  date
     hereof,  and including also any amounts paid incidental
     to  any  compromise or settlement by the Indemnitee  or
     Indemnitees   to  the  holders  of  any  such   claim),
     lawsuits, liabilities, obligations, actions, judgments,
     suits,   disbursements,  encumbrances,  liens,  damages
     (including without limitation damages for contamination
     or  destruction  of natural resources),  penalties  and
     fines  of  any  kind  or  nature whatsoever  (including
     without  limitation  in all cases the  reasonable  fees
     actually  incurred, other charges and disbursements  of
     counsel in connection therewith) incurred, suffered  or
     sustained by that Indemnitee based upon, arising  under
     or relating to Environmental Laws based on, arising out
     of or relating to in whole or in part, the existence or
     exercise  of  any rights or remedies by any  Indemnitee
     under this Agreement, any other Credit Document or  any
     related   documents  (but  excluding  those   incurred,
     suffered or sustained by any Indemnitee as a result  of
     any  action  taken by or on behalf of the Lenders  with
     respect  to  any Subsidiary of Borrower (or the  assets
     thereof) owned or controlled by the Lenders.

 If and to the extent that the obligations of Borrower under
this Section 9.04 are unenforceable for any reason, Borrower
hereby  agrees  to  make  the maximum  contribution  to  the
payment  and  satisfaction  of  such  obligations  which  is
permissible under applicable law.

          Section  11.05.  Right of Setoff.  In addition  to
and  not  in  limitation of all rights of  offset  that  any
Lender  or  other holder of a Note may have under applicable
law,  each Lender or other holder of a Note shall, upon  the
occurrence of any Event of Default and whether or  not  such
Lender  or  such holder has made any demand  or  any  Credit
Party's   obligations  are  matured,  have  the   right   to
appropriate  and apply to the payment of any Credit  Party's
obligations hereunder and under the other Credit  Documents,
all  deposits of any Credit Party (general or special,  time
or  demand, provisional or final) then or thereafter held by
and  other indebtedness or property then or thereafter owing
by  such Lender or other holder to any Credit Party, whether
or   not  related  to  this  Agreement  or  any  transaction
hereunder.   Each Lender shall promptly notify  Borrower  of
any offset hereunder.

          Section 11.06.  Benefit of Agreement.

          (a)   This  Agreement shall be  binding  upon  and
inure to the benefit of and be enforceable by the respective
successors and assigns of the parties hereto, provided  that
Borrower  may  not assign or transfer any  of  its  interest
hereunder without the prior written consent of the Lenders.

          (b)   Any Lender may make, carry or transfer Loans
at,  to or for the account of, any of its branch offices  or
the office of an Affiliate of such Lender.

          (c)   Each  Lender may assign all or a portion  of
its  interests, rights and obligations under this  Agreement
(including  all  or a portion of any of its Commitments  and
the  Loans at the time owing to it and the Notes held by it)
to  any  Eligible Assignee; provided, however, that (i)  the
Administrative  Agent  and Borrower must  give  their  prior
written consent to such assignment (which consent shall  not
be  unreasonably withheld or delayed) unless such assignment
is  an Affiliate of the assigning Lender, (ii) the amount of
the   Commitments,  in  the  case  of  the  Revolving   Loan
Commitments  and  the  Line of Credit Loan  Commitments,  or
Loans,  in the case of assignment of Loans, of the assigning
Lender subject to each assignment (determined as of the date
the   assignment  and  acceptance  with  respect   to   such
assignment  is delivered to the Administrative Agent)  shall
not  be less than $5,000,000, and (iii) the parties to  each
such   assignment   shall  execute  and   deliver   to   the
Administrative Agent an Assignment and Acceptance,  together
with  a Note or Notes subject to such assignment and, unless
such  assignment  is  to  an Affiliate  of  such  Lender,  a
processing and recordation fee of $2500.  Borrower shall not
be  responsible for such processing and recordation  fee  or
any   costs  or  expenses incurred  by  any  Lender  or  the
Administrative  Agent  in connection with  such  assignment.
From  and  after  the effective date specified  in  each  As
signment  and Acceptance, which effective date shall  be  at
least  five  (5) Business Days after the execution  thereof,
the  assignee thereunder shall be a party hereto and to  the
extent  of  the  interest assigned by  such  Assignment  and
Acceptance,  have  the rights and obligations  of  a  Lender
under  this  Agreement.  Notwithstanding the foregoing,  the
assigning Lender must retain after the consummation of  such
Assignment  and  Acceptance, a minimum aggregate  amount  of
Commitments  or  Loans, as the case may be,  of  $5,000,000;
provided, however, no such minimum amount shall be  required
with  respect to any such assignment made at any time  there
exists  an  Event  of Default hereunder.   Within  five  (5)
Business Days after receipt of the notice and the Assignment
and  Acceptance, Borrower, at its own expense, shall execute
and deliver to the Administrative Agent, in exchange for the
surrendered Note or Notes, a new Note or Notes to the  order
of  such  assignee  in  a  principal  amount  equal  to  the
applicable  Commitments or Loans assumed by it  pursuant  to
such Assignment and Acceptance and new Note or Notes to  the
assigning Lender in the amount of its retained Commitment or
Commitments or amount of its retained Loans.  Such new  Note
or  Notes shall be in an aggregate principal amount equal to
the  aggregate principal amount of such surrendered Note  or
Notes,  shall be dated the date of the surrendered  Note  or
Notes  which  they  replace,  and  shall  otherwise  be   in
substantially the form attached hereto.

          (d)   Each  Lender  may, without  the  consent  of
Borrower,  the  Administrative  Agent  or  the  Agent,  sell
participations to one or more banks or other entities in all
or  a  portion  of  its  rights and obligations  under  this
Agreement (including all or a portion of its Commitments  in
the  Loans  owing to it and the Notes held by it), provided,
however, that (i) no Lender may sell a participation in  its
aggregate Commitments or Loans (after giving effect  to  any
permitted assignment hereof) in an amount in excess of fifty
percent  (50%)  of  such  aggregate  Commitments  or  Loans,
provided,  however, sales of participations to an  Affiliate
of  such  Lender shall not be included in such  calculation;
provided,  however,  no  such maximum  amount  shall  be  ap
plicable  to any such participation sold at any  time  there
exists  an  Event of Default hereunder, (ii)  such  Lender's
obligations  under  this Agreement shall  remain  unchanged,
(iii)  such  Lender shall remain solely responsible  to  the
other   parties   hereto  for  the   performance   of   such
obligations, and (iv) the participating bank or other entity
shall  not  be entitled to the benefit (except  through  its
selling  Lender) of the cost protection provisions contained
in  Article IV of this Agreement, and (v) Borrower  and  the
Agent  and  other Lenders shall continue to deal solely  and
directly  with each Lender in connection with such  Lender's
rights  and obligations under this Agreement and  the  other
Credit  Documents,  and such Lender shall  retain  the  sole
right to enforce the obligations of Borrower relating to the
Loans  and to approve any amendment, modification or  waiver
of any provisions of this Agreement.  Any Lender selling   a
participation hereunder shall provide prompt written  notice
to Borrower of the name of such participant.

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

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

          (g)   If  (i)  any Taxes referred  to  in  Section
4.07(b)  have  been  levied  or imposed  so  as  to  require
withholdings  or  deductions  by  Borrower  and  payment  by
Borrower  of  additional amounts to any Lender as  a  result
thereof,  (ii) any Lender shall make demand for  payment  of
any   material   additional  amounts  as  compensation   for
increased costs pursuant to Section 4.10 or for its  reduced
rate of return pursuant to Section 4.16, or (iii) any Lender
shall decline to consent to a modification or waiver of  the
terms  of  this  Agreement  or the  other  Credit  Documents
requested by Borrower, then and in such event, upon  request
from  Borrower delivered to such Lender and the Agent,  such
Lender  shall  assign, in accordance with the provisions  of
Section  11.06(c),  all of its rights and obligations  under
this  Agreement  and the other Credit Documents  to  another
Lender  or  an  Eligible Assignee selected by  Borrower,  in
consideration for the payment by such assignee to the Lender
of  the principal of, and interest on, the outstanding Loans
accrued  to  the date of such assignment, and the assumption
of  such Lender's Total Commitment hereunder, together  with
any  and  all other amounts owing to such Lender  under  any
provisions  of this Agreement or the other Credit  Documents
accrued to the date of such assignment.

          Section  11.07.   Governing  Law;  Submission   to
Jurisdiction.

          (a)  THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS
OF  THE  PARTIES  HEREUNDER AND UNDER  THE  NOTES  SHALL  BE
CONSTRUED  IN  ACCORDANCE WITH AND BE GOVERNED  BY  THE  LAW
(WITHOUT  GIVING  EFFECT TO THE CONFLICT OF  LAW  PRINCIPLES
THEREOF) OF THE STATE OF GEORGIA.

          (b)   ANY  LEGAL ACTION OR PROCEEDING WITH RESPECT
TO  THIS  AGREEMENT, THE NOTES OR ANY OTHER CREDIT  DOCUMENT
MAY  BE  BROUGHT  IN  THE SUPERIOR COURT OF  FULTON  COUNTY,
GEORGIA,  OR ANY OTHER COURT OF THE STATE OF GEORGIA  OR  OF
THE  UNITED  STATES OF AMERICA FOR THE NORTHERN DISTRICT  OF
GEORGIA,  AND, BY EXECUTION AND DELIVERY OF THIS  AGREEMENT,
BORROWER  HEREBY ACCEPTS FOR ITSELF AND IN  RESPECT  OF  ITS
PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF
THE AFORESAID COURTS.  THE PARTIES HERETO HEREBY IRREVOCABLY
WAIVE  TRIAL BY JURY, AND BORROWER HEREBY IRREVOCABLY WAIVES
ANY  OBJECTION, INCLUDING, WITHOUT LIMITATION, ANY OBJECTION
TO  THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON
CONVENIENS,  WHICH  IT  MAY NOW OR  HEREAFTER  HAVE  TO  THE
BRINGING OF ANY SUCH ACTION OR PROCEEDING IN SUCH RESPECTIVE
JURISDICTIONS.

          (c)   BORROWER  HEREBY IRREVOCABLY DESIGNATES  THE
CORPORATION  SERVICE  COMPANY,  ATLANTA,  GEORGIA,  AS   ITS
DESIGNEE, APPOINTEE AND LOCAL AGENT TO RECEIVE, FOR  AND  ON
BEHALF  OF  BORROWER, SERVICE OF PROCESS IN SUCH  RESPECTIVE
JURISDICTIONS IN ANY LEGAL ACTION OR PROCEEDING WITH RESPECT
TO  THIS  AGREEMENT  OR  THE NOTES OR ANY  DOCUMENT  RELATED
THERETO.   IT  IS  UNDERSTOOD THAT A COPY  OF  SUCH  PROCESS
SERVED  ON  SUCH LOCAL AGENT WILL BE PROMPTLY  FORWARDED  BY
SUCH  LOCAL AGENT AND BY THE SERVER OF SUCH PROCESS BY  MAIL
TO  BORROWER AT ITS ADDRESS SET FORTH OPPOSITE ITS SIGNATURE
BELOW,  BUT  THE  FAILURE OF BORROWER TO RECEIVE  SUCH  COPY
SHALL  NOT  AFFECT IN ANY WAY THE SERVICE OF  SUCH  PROCESS.
BORROWER  FURTHER  IRREVOCABLY CONSENTS TO  THE  SERVICE  OF
PROCESS  OF  ANY OF THE AFOREMENTIONED COURTS  IN  ANY  SUCH
ACTION  OR  PROCEEDING BY THE MAILING OF COPIES  THEREOF  BY
REGISTERED  OR CERTIFIED MAIL, POSTAGE PREPAID, TO  BORROWER
AT  ITS  SAID  ADDRESS, SUCH SERVICE TO BECOME EFFECTIVE  30
DAYS AFTER SUCH MAILING.

          (d)   Nothing herein shall affect the right of the
Agent,  Administrative Agent, any Lender, any  holder  of  a
Note  or  any  Credit Party to serve process  in  any  other
manner permitted by law or to commence legal proceedings  or
otherwise   proceed   against   Borrower   in   any    other
jurisdiction.

           Section  11.08.  Independent Nature  of  Lenders'
Rights.   The amounts payable at any time hereunder to  each
Lender  shall be a separate and independent debt,  and  each
Lender  shall be entitled to protect and enforce its  rights
pursuant  to this Agreement and its Notes, and it shall  not
be  necessary  for  any other Lender  to  be  joined  as  an
additional party in any proceeding for such purpose.

          Section 11.09.  Counterparts.  This Agreement  may
be  executed  in  any  number of  counterparts  and  by  the
different parties hereto on separate counterparts,  each  of
which  when so executed and delivered shall be an  original,
but  all of which shall together constitute one and the same
instrument.

          Section 11.10.  Effectiveness; Survival.

          (a)   This Agreement shall become effective on the
date  (the  "Effective Date") on which all  of  the  parties
hereto  shall have signed a counterpart hereof (whether  the
same or different counterparts) and shall have delivered the
same  to the  Administrative Agent pursuant to Section 12.01
or,  in  the  case of the Lenders, shall have given  to  the
Agent  or  Administrative  Agent  written  or  telex  notice
(actually received) that the same has been signed and mailed
to them.

          (b)   The  obligations of Borrower under  Sections
4.07(b), 4.10, 4.12, 4.13, 4.16, and 11.04 hereof shall  sur
vive for ninety  (90) days after the payment in full of  the
Notes  after  the  Final Maturity Date.  All representations
and  warranties  made herein, in the certificates,  reports,
notices,  and  other documents delivered  pursuant  to  this
Agreement shall survive the execution and delivery  of  this
Agreement, the other Credit Documents, and such other  agree
ments and documents, the making of the Loans hereunder,  and
the execution and delivery of the Notes.

          Section   11.11.   Severability.   In   case   any
provision in or obligation under this Agreement or the other
Credit Documents shall be invalid, illegal or unenforceable,
in  whole  or  in part,  in any jurisdiction, the  validity,
legality  and enforceability of the remaining provisions  or
obligations, or of such provision or obligation in any other
jurisdiction, shall not in any way be affected  or  impaired
thereby.

          Section  11.12.   Independence of Covenants.   All
covenants  hereunder  shall be given independent  effect  so
that if a particular action or condition is not permitted by
any  of  such covenants, the fact that it would be permitted
by  an  exception to, or be otherwise within the  limitation
of,  another covenant, shall not avoid the occurrence  of  a
Default  or an Event of Default if such action is  taken  or
condition exists.

          Section  11.13.  Change in Accounting  Principles,
Fiscal  Year  or  Tax Laws.  If (i) any preparation  of  the
financial  statements referred to in Section 7.07  hereafter
occasioned   by  the  promulgation  of  rules,  regulations,
pronouncements and opinions by or required by the  Financial
Accounting  Standards  Board or the  American  Institute  of
Certified Public Accounts (or successors thereto or agencies
with similar functions) (other than changes mandated by FASB
106)   result  in  a  material  change  in  the  method   of
calculation of financial covenants, standards or terms found
in  this  Agreement, (ii) there is any change in  Borrower's
fiscal  quarter or fiscal year, or (iii) there is a material
change  in federal tax laws which materially affects any  of
the Consolidated Companies' ability to comply with the finan
cial  covenants, standards or terms found in this Agreement,
Borrower  and  the  Required Lenders  agree  to  enter  into
negotiations  in  order to amend such provisions  so  as  to
equitably reflect such changes with the desired result  that
the   criteria   for  evaluating  any  of  the  Consolidated
Companies' financial condition shall be the same after  such
changes  as  if such changes had not been made.  Unless  and
until  such  provisions have been so amended, the provisions
of this Agreement shall govern.

          Section   11.14.   Headings  Descriptive;   Entire
Agreement.     The  headings  of the  several  sections  and
subsections  of this Agreement are inserted for  convenience
only  and  shall  not  in  any way  affect  the  meaning  or
construction  of  any  provision of  this  Agreement.   This
Agreement,  the  other Credit Documents, and the  agreements
and documents required to be delivered pursuant to the terms
of  this Agreement constitute the entire agreement among the
parties  hereto  and thereto regarding the  subject  matters
hereof  and  thereof  and supersede  all  prior  agreements,
representations and understandings related to  such  subject
matters.

          Section  11.15.  Time is of the Essence.  Time  is
of the essence in interpreting and performing this Agreement
and all other Loan Documents.

          Section  11.16.  Usury.  It is the intent  of  the
parties hereto not to violate any federal or state law, rule
or   regulation  pertaining  either  to  usury  or  to   the
contracting  for or charging or collecting of interest,  and
Borrower  and  Lenders agree that, should any  provision  of
this  Agreement  or  of  the Notes,  or  any  act  performed
hereunder  or  thereunder, violate any  such  law,  rule  or
regulation,  then the excess of interest contracted  for  or
charged  or  collected  over  the  maximum  lawful  rate  of
interest  shall  be  applied  to the  outstanding  principal
indebtedness   due  to  Lenders  by  Borrower   under   this
Agreement.

          Section   11.17.    Construction.    Should    any
provision of this Agreement require judicial interpretation,
the  parties  hereto  agree that the court  interpreting  or
construing the same shall not apply a presumption  that  the
terms  hereof shall be more strictly  construed against  one
party  by reason of the rule of construction that a document
is  to  be  more  strictly construed against the  party  who
itself  or  through its agents prepared the same,  it  being
agreed  that Borrower, Agent, Administrative Agent,  Lenders
and   their  respective  agents  have  participated  in  the
preparation hereof.

          Section   11.18.    Effect   of   Amendment    and
Restatement.   Upon the effectiveness of this  Agreement  on
the Closing Date pursuant to Section 5.01: (a) the terms and
conditions of the Original Credit Agreement shall be amended
as set forth herein and, as so amended, shall be restated in
their  entirety, but only with respect to the rights, duties
and   obligations  between  the  Lenders,  the  Agent,   the
Administrative  Agent and Borrower accruing from  and  after
the  Closing  Date; (b) all "Revolving Loans" and  "Line  of
Credit   Loans"   outstanding  under  the  Original   Credit
Agreement shall be deemed to be Revolving Loans and Line  of
Credit   Loans,   respectively,   outstanding   under   this
Agreement;  (c) all indemnification obligations of  Borrower
under the Original Credit Agreement and other Loan Documents
(as  defined in the Original Credit Agreement) shall survive
the  execution  and  delivery of this  Agreement  and  shall
continue in full force and effect for the benefit of Lenders
and  any other Person indemnified under the Original  Credit
Agreement  or  any other Loan Document (as  defined  in  the
Original Credit Agreement) at any time prior to the  Closing
Date; (d) the execution, delivery and effectiveness of  this
Agreement shall not operate as a waiver of any right,  power
or  remedy  of  the Agent, the Administrative Agent  or  the
Lenders  under the Original Credit Agreement, nor constitute
a  waiver of any covenant, agreement or obligation under the
Original  Credit Agreement, except to the extent  that  such
covenant  agreement  or obligation is no  longer  set  forth
herein or is modified hereby; and (e) any and all references
in  the  Loan  Documents  to the Original  Credit  Agreement
shall,  without further action of the parties, be  deemed  a
reference  to the Original Credit Agreement, as amended  and
restated  by this Agreement, and as this Agreement shall  be
further  amended or amended and restated from time  to  time
hereafter.

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


                               BORROWER:
                               
                               HUGHES SUPPLY, INC.


Address for Notices:           /s/ J. Stephen Zepf
20 N. Orange Avenue            J. Stephen Zepf
Suite 200                      Treasurer
Orlando, Florida  32801

Attention: J. Stephen Zepf     /s/ Benjamin Butterfield
                               Benjamin Butterfield
                               Assistant Secretary


                               [CORPORATE SEAL]




Address for Notices:           SUNTRUST BANK, ATLANTA,
individually
                               as Agent and as Administrative
Twenty-five Park Place         Agent
Atlanta, Georgia  30303
Attn: Mr. F.M. Deaver          By: /s/ F. McClellan Deaver, III
                               F. McClellan Deaver, III     
Telex No. 542210               Title: Group Vice President
Answerback:  TRUSCO INT ATL    

Telecopy No. 404/588-8833
                               By: /s/ Meredith K. Gaile
Payment Office:                Meredith K. Gaile
                               Title: Corporate Banking Officer
Twenty-five Park Place
Atlanta, Georgia  30303

________________________________

Revolving Loan Commitment:  $18,750,000

Pro Rata Share of Revolving Loan Commitment:  18.75%

Line of Credit Commitment:  $9,375,000

Pro Rata Share of Line of Credit Commitment: 18.75%




Address for Notices:           SUNTRUST BANK, CENTRAL FLORIDA,
                               NATIONAL ASSOCIATION, individually
and
                               Agent
                               
200 S. Orange Avenue
4th Floor                      By: /s/ Eric K. Waldron
Orlando, Florida  32802
Attn:  Mr. Eric Waldron        Title: FVP


                               By: /s/ Howard A. Pulker

Telecopy No. 407/237-6894      Title: VP


Payment Office:

200 S. Orange Avenue
4th Floor


________________________________

Revolving Loan Commitment:  $18,750,000

Pro Rata Share of Revolving Loan Commitment: 18.75%

Line of Credit Commitment:  $9,375,000

Pro Rata Share of Line of Credit Commitment: 18.75%



Address for Notices:           FIRST UNION NATIONAL BANK
                               OF FLORIDA
20 N. Orange Avenue
Orlando, Florida  32801        By: /s/ Jeffrey E. Noble
Attn: Ms. Mary Doonan
                               Title: Vice President



Telecopy No. 407/649-5732

Payment Office:

20 N. Orange Avenue
Orlando, Florida  32801


________________________________

Revolving Loan Commitment:  $21,250,000

Pro Rata Share of Revolving Loan Commitment: 21.25%

Line of Credit Commitment: $10,625,000

Pro Rata Share of Line of Credit Commitment: 21.25%


Address for Notices:           NATIONSBANK, N.A. (SOUTH)

400 N. Ashley Drive, 2nd Fl.   By: /s/ Miles C. Dearden III
Tampa, Florida  33602          Miles C. Dearden III
Attn: Mr. Miles Dearden        Title: Vice President


Telecopy No. 813/224-5948

Payment Office:

NationsBank, N.A.
1 Independence Center
15th Floor
NCI-001-15-03
Charlotte, North Carolina  28255
Attn: Ms. Barbara Pollock

________________________________

Revolving Loan Commitment:  $21,250,000

Pro Rata Share of Revolving Loan Commitment: 21.25%

Line of Credit Commitment:  $10,625,000

Pro Rata Share of Line of Credit Commitment: 21.25%


Address for Notices:           SOUTHTRUST BANK OF ALABAMA,
                               NATIONAL ASSOCIATION

150-2nd Avenue North,
Suite 470                      By: /s/ Mark R. Wellner
St. Petersburg, Florida 33701
Attn: Mr. Mark Wellner         Title: Vice President




Telecopy No. 813/898-5319

Payment Office:

420 North 20th Street
SE Banking, 9th Floor
Birmingham, Alabama  35203


________________________________

Revolving Loan Commitment:  $20,000,000

Pro Rata Share of Revolving Loan Commitment: 20%

Line of Credit Commitment:  $10,000,000

Pro Rata Share of Line of Credit Commitment: 20%