BANK CREDIT AGREEMENT

 SPORTS & RECREATION, INC.

EXHIBIT 10
BANK CREDIT AGREEMENT

                              AMENDED AND RESTATED
                                CREDIT AGREEMENT
                                      among
                            SPORTS & RECREATION, INC.
                                  as Borrower,
                                       AND
                  THE SUBSIDIARIES OF SPORTS & RECREATION, INC.
                                 as Guarantors,
                                       AND
                         THE LENDERS IDENTIFIED HEREIN,
                                       AND
                             BARNETT BANK OF TAMPA,
                             as Administrative Agent
                                       AND
                           NATIONSBANK, N.A. (SOUTH),
                             as Documentation Agent
                            DATED AS OF JUNE 4, 1996

                                TABLE OF CONTENTS

                                    SECTION 1

                        DEFINITIONS AND ACCOUNTING TERMS

 1.1 Definitions............................................................. 1
 1.2 Computation of Time Periods and Other Definitional Provisions.......... 20
 1.3 Accounting Terms....................................................... 20

                                    SECTION 2

                                CREDIT FACILITIES

 2.1 Revolving Loans........................................................ 21
 2.2 Letter of Credit Subfacility.................................  ........ 23

                                    SECTION 3

          GENERAL PROVISIONS APPLICABLE TO LOANS AND LETTERS OF CREDIT

 3.1 Interest............................................................... 28
 3.2 Place and Manner of Payments........................................... 29
 3.3 Prepayments............................................................ 29
 3.4 Fees................................................................... 31
 3.5 Payment in full at Maturity............................................ 31
 3.6 Computations of Interest and Fees...................................... 32
 3.7 Pro Rata Treatment..................................................... 32
 3.8 Sharing of Payments.................................................... 33
 3.9 Capital Adequacy....................................................... 34
 3.10 Inability To Determine Interest Rate.................................. 34
 3.11 Illegality............................................................ 35
 3.12 Requirements of Law................................................... 35
 3.13 Taxes................................................................. 36
 3.14 Indemnity............................................................. 38

                                    SECTION 4

                                    GUARANTY

 4.1 Guaranty of Payment.................................................... 39
 4.2 Obligations Unconditional.............................................. 39
 4.3 Modifications.......................................................... 40
 4.4 Waiver of Rights....................................................... 40
 4.5 Reinstatement.......................................................... 41
 4.6 Remedies............................................................... 41
 4.7 Limitation of Guaranty................................................. 41

                                    SECTION 5

                              CONDITIONS PRECEDENT

 5.1 Closing Conditions..................................................... 42
 5.2 Conditions to All Extensions of Credit................................. 46

                                    SECTION 6

                         REPRESENTATIONS AND WARRANTIES

 6.1 Financial Condition.................................................... 46
 6.2 No Material Change..................................................... 47
 6.3 Organization and Good Standing......................................... 47
 6.4 Due Authorization...................................................... 47
 6.5 No Conflicts........................................................... 47
 6.6 Consents............................................................... 47
 6.7 Enforceable Obligations................................................ 48
 6.8 No Default............................................................. 48
 6.9 Ownership.............................................................. 48
 6.10 Indebtedness.......................................................... 48
 6.11 Litigation............................................................ 48
 6.12 Taxes................................................................. 48
 6.13 Compliance with Law................................................... 48
 6.14 ERISA................................................................. 48
 6.15 Subsidiaries.......................................................... 50
 6.16 Use of Proceeds; Margin Stock......................................... 50
 6.17 Government Regulation................................................. 50
 6.18 Environmental Matters................................................. 50
 6.19 Intellectual Property................................................. 52
 6.20 Solvency.............................................................. 52
 6.21 Investments........................................................... 52
 6.22 Location of Collateral................................................ 52
 6.24 Licenses, etc......................................................... 52
 6.25 No Burdensome Restrictions............................................ 53
 6.26 Collateral Documents.................................................. 53

                                    SECTION 7

                              AFFIRMATIVE COVENANTS

 7.1 Information Covenants.................................................. 53
 7.2 Financial Covenants.................................................... 57
 7.3 Preservation of Existence and Franchises............................... 57
 7.4 Books and Records...................................................... 57

 7.5 Compliance with Law.................................................... 57
 7.6 Payment of Taxes and Other Indebtedness................................ 58
 7.7 Insurance.............................................................. 58
 7.8 Maintenance of Property................................................ 59
 7.9 Performance of Obligations............................................. 59
 7.10 Collateral............................................................ 59
 7.11 Use of Proceeds....................................................... 59
 7.12 Audits/Inspections.................................................... 59
 7.13 Additional Credit Parties............................................. 60
 7.14 Interest Rate Protection Agreements................................... 60

                                    SECTION 8

                               NEGATIVE COVENANTS

 8.1 Indebtedness........................................................... 62
 8.2 Liens.................................................................. 62
 8.3 Nature of Business..................................................... 63
 8.4 Consolidation and Merger............................................... 63
 8.5 Sale or Lease of Assets................................................ 63
 8.6 Sale Leasebacks........................................................ 64
 8.7 Advances, Investments and Loans........................................ 64
 8.8 Dividends.............................................................. 64
 8.9 Transactions with Affiliates........................................... 64
 8.10 Fiscal Year; Organizational Documents................................. 65
 8.11 Subordinated Debt..................................................... 65
 8.12 Limitations........................................................... 65
 8.13 Negative Pledges...................................................... 65
 8.14 Capital Expenditures.................................................. 65

                                    SECTION 9

                                EVENTS OF DEFAULT

 9.1 Events of Default...................................................... 65
 9.2 Acceleration; Remedies................................................. 68
 9.3 Allocation of Payments After Event of Default.......................... 69

                                   SECTION 10

                                AGENCY PROVISIONS

 10.1 Appointment........................................................... 70
 10.2 Delegation of Duties.................................................. 71
 10.3 Exculpatory Provisions................................................ 71

 10.4 Reliance on Communications............................................ 71
 10.5 Notice of Default..................................................... 72
 10.6 Non-Reliance on Agents and Other Lenders.............................. 72
 10.7 Indemnification....................................................... 72
 10.8 Agents in Their Individual Capacity................................... 73
 10.9 Successor Agent....................................................... 73

                                   SECTION 11

                                  MISCELLANEOUS

 11.1 Notices............................................................... 73
 11.2 Right of Set-Off...................................................... 73
 11.3 Benefit of Agreement.................................................. 74
 11.4 No Waiver; Remedies Cumulative........................................ 76
 11.5 Payment of Expenses; Indemnification.................................. 76
 11.6 Amendments, Waivers and Consents...................................... 77
 11.7 Counterparts.......................................................... 78
 11.8 Headings.............................................................. 78
 11.9 Defaulting Lender..................................................... 78
 11.10 Survival............................................................. 78
 11.11 Governing Law; Jurisdiction.......................................... 78
 11.12 Waiver of Jury Trial................................................. 79
 11.13 Time................................................................. 79
 11.14 Severability......................................................... 79
 11.15 Entirety............................................................. 79
 11.16 Binding Effect....................................................... 79
 11.17 Confidentiality...................................................... 80

SCHEDULES

Schedule 1.1(a)            Commitment Percentages
Schedule 1.1(b)            Eligible Real Estate
Schedule 5.1(g)            Mortgaged Properties and Leasehold Properties
Schedule 6.10              Indebtedness
Schedule 6.11              Litigation
Schedule 6.15              Subsidiaries
Schedule 6.18              Environmental Matters
Schedule 6.19              Intellectual Property
Schedule 6.22(a)           Real Property Locations
Schedule 6.22(b)           Personal Property Locations
Schedule 6.22(c)           Chief Executive Offices
Schedule 7.7               Insurance
Schedule 8.2               Liens
Schedule 8.7               Investments
Schedule 11.1              Notices

EXHIBITS

Exhibit 2.1(b)             Form of Notice of Borrowing
Exhibit 2.1(e)             Form of Notice of Continuation/Conversion
Exhibit 2.1(g)             Form of Revolving Loan Note
Exhibit 7.1(c)             Form of Borrowing Base Certificate
Exhibit 7.1(d)             Form of Officer's Certificate
Exhibit 7.13               Form of Joinder Agreement
Exhibit 11.3               Form of Assignment Agreement

                              AMENDED AND RESTATED
                                CREDIT AGREEMENT

     THIS AMENDED AND RESTATED CREDIT  AGREEMENT (this "Credit  Agreement"),  is
entered  into as of June 4, 1996 among  SPORTS &  RECREATION,  INC.,  a Delaware
corporation  ("Borrower"),  each  of  Borrower's  Subsidiaries  (individually  a
"Guarantor" and collectively the "Guarantors"), the Lenders (as defined herein),
BARNETT BANK OF TAMPA, as Administrative  Agent for the Lenders and NATIONSBANK,
N.A. (SOUTH), as Documentation Agent for the Lenders.

                                    RECITALS

     WHEREAS,  Borrower is currently a party to that certain  Credit  Agreement,
dated as of November 10, 1994, between the Borrower,  the lenders named therein,
Barnett  Bank of Tampa,  as  Managing  Agent and L/C Issuer and  NationsBank  of
Florida,  National  Association as Documentation Agent and Co-Managing Agent (as
amended, the "Existing Credit Agreement");

     WHEREAS,  Borrower  is  currently  a party  to that  certain  Participation
Agreement,  dated as of May 10, 1995,  among the Borrower as Construction  Agent
and as Lessee, First Security Bank of Utah, N.A., as Owner Trustee,  NationsBank
of Florida, N.A., as a holder and NationsBank of Florida, N.A. as Administrative
Agent for the Lenders (such  agreement,  together  with the other  documents and
instruments  executed  and  delivered in  connection  therewith,  the  "Existing
TROL");

     WHEREAS, Borrower wishes to terminate the Existing Credit Agreement and the
Existing TROL and instead enter into a $285 million  revolving  credit facility;
and

     WHEREAS,  the  Lenders  party  hereto  have  agreed  to make the  requested
revolving credit facility  available to the Borrower on the terms and conditions
hereinafter set forth.

     NOW,  THEREFORE,  IN  CONSIDERATION  of the  premises  and  other  good and
valuable  consideration,   the  receipt  and  sufficiency  of  which  is  hereby
acknowledged, the parties hereto agree as follows:

                                   SECTION 1
                        DEFINITIONS AND ACCOUNTING TERMS

     1.1  Definitions.  As used  herein,  the  following  terms  shall  have the
meanings herein specified unless the context otherwise  requires.  Defined terms
herein  shall  include in the  singular  number the plural and in the plural the
singular:

     "Additional  Credit Party" means each Person that becomes a Guarantor after
the Closing Date, as provided in Section 7.13.

     "Adjusted Base Rate" means the Base Rate plus the Applicable Percentage.

     "Adjusted  Eurodollar  Rate" means the Eurodollar  Rate plus the Applicable
Percentage.

     "Administrative  Agent"  means  Barnett  Bank of  Tampa  (or any  successor
thereto) or any successor  administrative  agent  appointed  pursuant to Section
10.9.

     "Agents" mean the  Administrative  Agent, the  Documentation  Agent and the
Collateral Agent and any successors and assigns in such capacity.

     "Affiliate" means, with respect to any Person, any other Person directly or
indirectly  controlling (including but not limited to all directors and officers
of such Person),  controlled by or under direct or indirect  common control with
such Person.  A Person shall be deemed to control a  corporation  if such Person
possesses,  directly  or  indirectly,  the  power (i) to vote 10% or more of the
securities  having  ordinary  voting power for the election of directors of such
corporation or (ii) to direct or cause  direction of the management and policies
of such  corporation,  whether  through the ownership of voting  securities,  by
contract or otherwise. 

     "Applicable   Percentage"  means  the  appropriate  applicable  percentages
corresponding  to the Senior  Debt to  Capitalization  Ratio in effect as of the
most recent Calculation Date as shown below:

                           Applicable       Applicable    Applicable Percentage
Pricing  Senior Debt to  Percentage For    Percentage For     For Letter of
 Level   Capitalization  Eurodollar Loans  Base Rate Loans      Credit Fee
======= --------------- ----------------- ----------------  ===================

  I      #.35 to 1.0          1.25%             .25%              1.25%
======= --------------- ----------------- ---------------- ====================

  II    #.40 to 1.0 but       1.50%             .50%              1.50%
        > .35 to 1.0
======= --------------- ----------------- ---------------- ====================

  III   #.45 to 1.0 but       1.75%             .75%              1.75%
        > .40 to 1.0
======= --------------- ----------------- ---------------- ====================

  IV    #.50 to 1.0 but       2.00%             1.00%             2.00%
        > .45 to 1.0
======= --------------- ----------------- ---------------- ====================

   V    #.55 to 1.0 but       2.25%             1.25%             2.25%
        > .50 to 1.0
======= =============== ================= ================ ====================

  VI    > .55 to 1.0          2.50%             1.50%             2.50%
======= =============== ================= ================ ====================

     The Applicable  Percentage for Revolving Loans and the Letter of Credit Fee
shall,  in each case, be determined  and adjusted  quarterly on the date (each a
"Calculation  Date") five  Business Days after the date by which the Borrower is
required to provide the officer's  certificate in accordance with the provisions
of Section 7.1(d); provided that the initial Applicable Percentage for Revolving

Loans and the Letter of Credit Fee shall be based on Pricing  Level IV (as shown
above) and shall  remain at Pricing  Level IV until the first  Calculation  Date
subsequent  to the Closing  Date and,  thereafter,  the  Pricing  Level shall be
determined by the then current Senior Debt to Capitalization Ratio; and provided
further that once during each fiscal year the  Borrower  shall have the right to
provide an  officer's  certificate  with the  delivery of its monthly  financial
statements  pursuant to Section  7.1(c) (the "Extra  Calculation  Date") and the
Applicable  Percentage for Revolving Loans and Letter of Credit Fee shall adjust
on such Extra  Calculation Date; and provided further that if the Borrower fails
to provide the officer's certificate required by Section 7.1(d) on or before the
most recent Calculation Date, the Applicable  Percentage for Revolving Loans and
the  Letter of Credit Fee from such  Calculation  Date shall be based on Pricing
Level VI until such time that an appropriate  officer's  certificate is provided
whereupon the Pricing Level shall be determined by the then current  Senior Debt
to Capitalization  Ratio. Each Applicable Percentage shall be effective from one
Calculation Date until the next  Calculation  Date (or, if applicable,  from the
Extra  Calculation  Date to the next  Calculation  Date).  Any adjustment in the
Applicable  Percentage  shall be applicable to all existing Loans and Letters of
Credit as well as any new Loans made or Letters of Credit issued.

     "Asset  Disposition"  means the disposition of any or all of the assets (or
the  sale  of  the  stock  of a  Subsidiary)  of  the  Borrower  or  any  of its
Subsidiaries  whether by sale, lease,  transfer or otherwise unless permitted by
the terms of Section 8.5(a), (b) and (c). 

     "Bankruptcy  Code"  means  the  Bankruptcy  Code in Title 11 of the  United
States Code, as amended, modified, succeeded or replaced from time to time.

     "Base Rate" means,  for any day, the rate per annum  (rounded  upwards,  if
necessary, to the nearest whole multiple of 1/100 of 1%) equal to the greater of
(a) the  Federal  Funds Rate in effect on such day plus 2 of 1% or (b) the Prime
Rate in effect on such day.  If for any reason the  Administrative  Agent  shall
have determined (which  determination shall be conclusive absent manifest error)
that it is unable after due inquiry to ascertain  the Federal Funds Rate for any
reason, including the inability or failure of the Administrative Agent to obtain
sufficient  quotations in accordance with the terms hereof,  the Base Rate shall
be  determined  without  regard to  clause  (a) of the  first  sentence  of this
definition  until the  circumstances  giving  rise to such  inability  no longer
exist.  Any  change in the Base  Rate due to a change  in the Prime  Rate or the
Federal  Funds Rate shall be effective on the  effective  date of such change in
the Prime Rate or the Federal Funds Rate, respectively.

     "Base Rate Loan" means any Loan bearing  interest at a rate  determined  by
reference to the Base Rate.

     "Borrower"  means  Sports  &  Recreation,  Inc.,  a  Delaware  corporation,
together with any successors and permitted assigns.

     "Borrowing Base Assets" means, at any date of determination, the sum of (a)
55% of Eligible  Inventory  plus (b) 65% of Eligible Real Estate plus (c) 55% of
Eligible Equipment.

     "Business  Day"  means any day other  than a  Saturday,  a Sunday,  a legal
holiday or a day on which banking institutions are authorized or required by law
or other  governmental  action  to close in  Tampa,  Florida,  Charlotte,  North
Carolina or New York, New York;  provided that in the case of Eurodollar  Loans,
such day is also a day on which  dealings  between  banks are carried on in U.S.
dollar deposits in the London interbank market.

     "Calculation  Date"  has  the  meaning  set  forth  in  the  definition  of
Applicable Percentage.

     "Capital  Expenditures"  means all  expenditures  of the Credit Parties and
their  Subsidiaries  which,  in  accordance  with GAAP,  would be  classified as
capital expenditures, including, without limitation, Capital Leases.

     "Capital Lease" means, as applied to any Person,  any lease of any property
(whether real,  personal or mixed) by that Person as lessee which, in accordance
with GAAP, is or should be accounted for as a capital lease on the balance sheet
of that Person.

     "Capitalization"  means the sum of (a)  Senior  Debt plus (b)  Subordinated
Debt plus (c)  stockholders  equity of the Borrower and its  Subsidiaries,  on a
consolidated basis, as determined in accordance with GAAP.

     "Cash  Equivalents"  means  (a)  securities  issued or  directly  and fully
guaranteed  or  insured  by the  United  States  of  America  or any  agency  or
instrumentality  thereof  (provided that the full faith and credit of the United
States of America is pledged in support  thereof) having  maturities of not more
than twelve months from the date of  acquisition,  (b) U.S.  dollar  denominated
time and demand deposits and certificates of deposit of (i) any Lender, (ii) any
domestic commercial bank having capital and surplus in excess of $500,000,000 or
(iii) any bank whose short-term commercial paper rating from S&P is at least A-1
or the  equivalent  thereof or from  Moody's  is at least P-1 or the  equivalent
thereof (any such bank being an "Approved  Bank"),  in each case with maturities
of not more than 270 days from the date of acquisition, (c) commercial paper and
variable  or fixed  rate  notes  issued by any  Approved  Bank (or by the parent
company  thereof) or any variable  rate notes issued by, or  guaranteed  by, any
domestic  corporation rated A-1 (or the equivalent  thereof) or better by S&P or
P-1 (or the  equivalent  thereof) or better by Moody's and  maturing  within six
months  of the date of  acquisition,  (d) repurchase  agreements  with a bank or
trust company (including any of the Lenders) or securities dealer having capital
and surplus in excess of $500,000,000 for direct  obligations issued by or fully
guaranteed  by the United  States of America in which the Borrower  shall have a
perfected  first  priority  security  interest  (subject to no other  Liens) and
having, on the date of purchase thereof, a fair market value of at least 100% of
the amount of the  repurchase  obligations  and (e)  Investments,  classified in
accordance  with GAAP as current  assets,  in money market  investment  programs
registered  under the  Investment  Company Act of 1940,  as  amended,  which are
administered by financial  institutions  having capital of at least $500,000,000
and the  portfolios  of  which  are  limited  to  Investments  of the  character
described in the foregoing subdivisions (a) through (d).

     "Cash Flow Coverage Ratio" means the ratio of (a) EBITDAR to (b) the sum of
(i) Rent Expense plus (ii)  Interest  Expense plus (iii)  Scheduled  Funded Debt
Payments.

     "Change of Control" means either of the following events:  (a) any "person"
or "group"  (within the meaning of Section  13(d) or 14(d) of the Exchange  Act)
has become, directly or indirectly,  the "beneficial owner" (as defined in Rules
13d-3 and 13d-5 under the Exchange Act,  except that a Person shall be deemed to
have "beneficial  ownership" of all shares that any such Person has the right to
acquire, whether such right is exercisable immediately or only after the passage
of time), by way of merger,  consolidation  or otherwise,  of 30% or more of the
voting power of the Voting Stock of the Borrower on a fully-diluted basis, after
giving  effect to the  conversion  and  exercise  of all  outstanding  warrants,
options and other securities of the Borrower (whether or not such securities are
then  currently  convertible  or  exercisable)  or (b) a change in  control  (as
defined in the Indenture) occurs.

     "Closing Date" means the date hereof.

     "Code"  means  the  Internal  Revenue  Code  of  1986  and  the  rules  and
regulations promulgated thereunder, as amended, modified,  succeeded or replaced
from time to time.

     "Collateral"  means  all  collateral  referred  to in  and  covered  by the
Collateral Documents.

     "Collateral  Agent" means Barnett Bank of Tampa (or any successor  thereto)
or any successor collateral agent appointed pursuant to Section 10.9.

     "Collateral   Documents"   means  the  Security   Agreements,   the  Pledge
Agreements,  the  Mortgage  Documents  and such  other  documents  executed  and
delivered in  connection  with the  attachment  and  perfection  of the Lenders'
security  interests  in the  assets of the  Credit  Parties,  including  without
limitation,  the Mortgage  Policies,  UCC  financing  statements  and  trademark
filings.

     "Commitment Fees" means the fees payable to the Lenders pursuant to Section
3.4(a).

     "Commitment Fee Percentage"  means (a) if the Senior Debt to Capitalization
Ratio is less than or equal to .45 to 1.0,  .375% per annum or (b) if the Senior
Debt to Capitalization Ratio is greater than .45 to 1.0, .50% per annum.

     "Commitments"  means the  commitment  of each  Lender  with  respect to the
Revolving Committed Amount.
 
     "Credit  Documents"  means this Credit  Agreement,  the Notes,  any Joinder
Agreement,  the Collateral Documents,  the LOC Documents, the Fee Letter and all
other  related  agreements  and  documents  issued  or  delivered  hereunder  or
thereunder or pursuant hereto or thereto.

     "Credit  Parties"  means the Borrower and the Guarantors and "Credit Party"
means any one of them.

     "Credit  Party  Obligations"  means,  without  duplication,  (a) all of the
obligations of the Credit Parties to the Lenders  (including the Issuing Lender)
and the Agents,  whenever arising,  under this Credit Agreement,  the Notes, the
Collateral  Documents or any of the other Credit Documents to which the Borrower
or any other Credit  Party is a party and (b) all  liabilities  and  obligations
owing  from such  Credit  Party to any  Lender,  or any  Affiliate  of a Lender,
arising under interest rate protection  agreements,  foreign  currency  exchange
agreements,  commodity  purchase  or  option  agreements  or other  interest  or
exchange rate or commodity  price  hedging  agreements  (collectively,  "Hedging
Agreements").

     "Debt Issuance" means the issuance of any  Indebtedness  for borrowed money
by a Credit Party or any of its Subsidiaries,  other than Indebtedness permitted
by Section 8.1.

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

     "Defaulting  Lender" means, at any time, any Lender that, (a) has failed to
make a Loan or purchase a Participation  Interest required pursuant to the terms
of this Credit  Agreement (but only for so long as such Loan is not made or such
Participation Interest is not purchased), (b) has failed to pay to the Agents or
any Lender an amount  owed by such  Lender  pursuant to the terms of this Credit
Agreement  (but only for so long as such amount has not been  repaid) or (c) has
been  deemed  insolvent  or has become  subject to a  bankruptcy  or  insolvency
proceeding or to a receiver, trustee or similar official.

     "Documentation  Agent" means  NationsBank,  N.A.  (South) (or any successor
thereto) or any  successor  documentation  agent  appointed  pursuant to Section
10.9.

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

     "EBITDA"  means,  for any period,  with  respect to the Credit  Parties and
their  Subsidiaries on a consolidated  basis, the sum of (a) Net Income for such
period (excluding the effect of any extraordinary or other  non-recurring  gains
(including  any gain from the sale of  property) or non-cash  losses  (including
one-time restructuring charges taken not later than the second fiscal quarter of
1996 and not to exceed $55 million)  outside of the ordinary course of business)
plus (b) an amount which, in the determination of Net Income for such period has
been  deducted for (i) Interest  Expense for such  period,  (ii) total  Federal,
state,  foreign or other income taxes for such period and (iii) all depreciation
and amortization for such period, all as determined in accordance with GAAP.

     "EBITDAR" means, for any period,  the sum of EBITDA for such period plus an
amount  which  in the  determination  of Net  Income  for such  period  has been
deducted for Rent Expense for such period,  all as determined in accordance with
GAAP.

     "Effective Date" means the date, as specified by the Documentation Agent in
writing,  on which the  conditions  set  forth in  Section  5.1 shall  have been
fulfilled  (or waived in the sole  discretion  of the  Lenders) and on which the
initial  Loans shall have been made and/or the initial  Letters of Credit  shall
have been issued.

     "Eligible  Assignee"  means (a) any Lender or Affiliate or  subsidiary of a
Lender and (b) any other commercial bank, financial  institution,  institutional
lender or  "accredited  investor" (as defined in Regulation D of the  Securities
and  Exchange  Commission)  with  capital of at least $500  million  and with an
office in the United States.

     "Eligible Equipment" means, as of any date of determination, the book value
of all equipment, furniture and fixtures owned by any Credit Party but excluding
any such  equipment,  furniture or fixtures (i) subject to a Lien other than any
Lien described in clauses (a) through (d) of the definition of Permitted  Liens,
(ii) not  useable or saleable  at prices  approximating  their book value in the
ordinary course of business,  (iii) located  outside of the United States,  (iv)
located at a location  not owned or leased by a Credit  Party,  (v) located at a
location  leased  by the  applicable  Credit  Party  with  respect  to which the
Collateral  Agent  shall  not  have  received  a  landlord's  waiver  reasonably
satisfactory  to the  Collateral  Agent within 90 days from the Closing Date and
(vi) which fails to meet such other  specifications and requirements as may from
time  to  time  be  established  by  the  Collateral  Agent  in  its  reasonable
discretion.

     "Eligible  Inventory"  means, as of any date of  determination  and without
duplication,  the lower of the aggregate book value (based on a FIFO or a moving
average cost  valuation,  consistently  applied) or fair market value of all raw
materials  and  finished  goods   inventory  owned  by  any  Credit  Party  less
appropriate  reserves  determined in accordance  with GAAP, but excluding in any
event (i)  inventory  subject  to any Lien,  other  than any Lien  described  in
clauses (a) through (d) of the  definition  of Permitted  Lien,  (ii)  inventory
which  is not in good  condition  or  fails  to meet  standards  for sale or use
imposed by governmental  agencies,  departments or divisions  having  regulatory
authority over such goods,  (iii)  inventory which is not useable or saleable at
prices  approximating their cost in the ordinary course of the applicable Credit
Party's business  (including without  duplication the amount of any reserves for
obsolescence,  unsalability or decline in value), (iv) inventory located outside
of the United States, (v) inventory located at a location not owned or leased by
the applicable  Credit Party, (vi) inventory located at a location leased by the
applicable  Credit  Party with respect to which the  Collateral  Agent shall not
have received a landlord's  waiver  reasonably  satisfactory  to the  Collateral
Agent within 90 days from the Closing Date,  (vii)  inventory which is leased or
on   consignment   and  (viii)   inventory   which  fails  to  meet  such  other
specifications  and  requirements as may from time to time be established by the
Collateral Agent in its reasonable discretion; it being agreed that the value of
Eligible Inventory shall not include any capitalized procurement costs.

     "Eligible Real Estate" means, as of any date of determination, (a) (i) from
the Closing Date until 90 days  subsequent to the Closing Date, the value of the
real  property set forth on Schedule  1.1(b) (the net book value except for such
properties  where a market  valuation  is listed) and (ii) from the date 91 days
subsequent  to the Closing Date and  thereafter,  the value  attributed  to each
parcel of real property set forth on a revised Schedule 1.1(b) to be prepared by
the  Agents as  described  below  plus (b) the  market  value of any other  real
property  hereafter acquired by a Credit Party in which the Lenders have a first
priority  perfected Lien minus (c) the value attributed to any real property set
forth on  Schedule  1.1(b)  that is sold or  otherwise  transferred  by a Credit
Party.  The Agents shall  prepare and deliver a revised  Schedule  1.1(b) on the
date 90 days after the Closing  Date which  shall  include  valuations  for each
parcel of real property (such valuations shall be based on valuations  performed
in  connection  with this  transaction  and to the extent  such  valuations  are
provided  to the Agents in a range the Agents  shall use the average of the high
and low  numbers of such range in  preparing  the revised  Schedule  1.1(b)) and
which shall omit any parcel of real estate in which the Agents have not received
a title policy  reasonably  acceptable to them  (including,  but not limited to,
failure to receive acceptable endorsements as to surveys, mechanic liens, etc.).
The Borrower shall provide to the Agents a revised  updated  Schedule  1.1(b) to
the Agents  each time a parcel of real  estate on  Schedule  1.1(b) is sold or a
parcel of real estate is purchased and a first  priority  perfected Lien on such
real estate has been granted to the Lenders.

     "Environmental Claim" means any investigation,  written notice,  violation,
written demand, written allegation,  action, suit, injunction,  judgment, order,
consent  decree,  penalty,  fine,  lien,  proceeding,  or written  claim whether
administrative,  judicial,  or private in nature  arising (a) pursuant to, or in
connection with, an actual or alleged violation of, any  Environmental  Law, (b)
in connection with any Hazardous Material,  (c) from any assessment,  abatement,
removal,  remedial,  corrective,  or other response action in connection with an
Environmental  Law or other order of a  Governmental  Authority  or (d) from any
actual or alleged damage,  injury,  threat, or harm to health,  safety,  natural
resources, or the environment.

     "Environmental  Laws" means any current or future legal  requirement of any
Governmental  Authority pertaining to (a) the protection of health,  safety, and
the indoor or outdoor environment,  (b) the conservation,  management, or use of
natural  resources and wildlife,  (c) the protection or use of surface water and
groundwater  or (d) the  management,  manufacture,  possession,  presence,  use,
generation,  transportation,  treatment,  storage, disposal, release, threatened
release,  abatement,  removal,  remediation  or handling of, or exposure to, any
hazardous or toxic substance or material or (e) pollution (including any release
to land surface water and groundwater)  and includes,  without  limitation,  the
Comprehensive Environmental Response,  Compensation,  and Liability Act of 1980,
as amended by the Superfund  Amendments and  Reauthorization Act of 1986, 42 USC
9601 et seq., Solid Waste Disposal Act, as amended by the Resource  Conservation
and Recovery Act of 1976 and Hazardous and Solid Waste Amendment of 1984, 42 USC
6901 et seq., Federal Water Pollution Control Act, as amended by the Clean Water

Act of 1977, 33 USC 1251 et seq., Clean Air Act of 1966, as amended, 42 USC 7401
et seq.,  Toxic Substances  Control Act of 1976, 15 USC 2601 et seq.,  Hazardous
Materials  Transportation Act, 49 USC App. 1801 et seq., Occupational Safety and
Health Act of 1970, as amended,  29 USC 651 et seq.,  Oil Pollution Act of 1990,
33 USC 2701 et seq., Emergency Planning and Community Right-to-Know Act of 1986,
42 USC 11001 et seq., National  Environmental Policy Act of 1969, 42 USC 4321 et
seq.,  Safe Drinking  Water Act of 1974, as amended,  42 USC 300(f) et seq., any
analogous  implementing or successor law, and any amendment,  rule,  regulation,
order, or directive issued thereunder.

     "Equity  Issuance"  means any issuance by the Borrower to any Person (other
than a member of senior management of the Borrower) of (a) shares of its capital
stock or other equity  interests,  (b) any shares of its capital  stock or other
equity  interests  pursuant  to the  exercise  of options or warrants or (c) any
shares of its capital stock or other equity interests pursuant to the conversion
of any debt securities to equity.

     "ERISA"  means the Employee  Retirement  Income  Security  Act of 1974,  as
amended,  and any successor  statute  thereto,  as  interpreted by the rules and
regulations  thereunder,  all as the same may be in  effect  from  time to time.
References  to  sections  of  ERISA  shall  be  construed  also to  refer to any
successor sections.

     "ERISA Affiliate" means an entity,  whether or not  incorporated,  which is
under common control with any Credit Party or any of its Subsidiaries within the
meaning  of  Section  4001(a)(14)  of  ERISA,  or is a member  of a group  which
includes any Credit Party or any of its  Subsidiaries  and which is treated as a
single employer under Sections 414(b), (c), (m), or (o) of the Code.

     "Eurodollar  Loan" means a Loan bearing interest based at a rate determined
by reference to the Eurodollar Rate.

     "Eurodollar  Rate" means,  for the Interest Period for each Eurodollar Loan
comprising  part of the same borrowing  (including  conversions,  extensions and
renewals),  a per annum  interest  rate  determined  pursuant  to the  following
formula:

                  Eurodollar Rate =      London Interbank Offered Rate  
                                         ---------------------------------
                                         1 - Eurodollar Reserve Percentage

     "Eurodollar   Reserve  Percentage"  means  for  any  day,  that  percentage
(expressed as a decimal) which is in effect from time to time under Regulation D
of the Board of Governors of the Federal Reserve System (or any  successor),  as
such regulation may be amended from time to time or any successor regulation, as
the maximum  reserve  requirement  (including,  without  limitation,  any basic,
supplemental,  emergency, special, or marginal reserves) applicable with respect
to Eurocurrency  liabilities as that term is defined in Regulation D (or against
any other category of liabilities  that includes  deposits by reference to which
the interest rate of Eurodollar Loans is determined),  whether or not Lender has
any Eurocurrency  liabilities  subject to such reserve requirement at that time.
Eurodollar Loans shall be deemed to constitute  Eurocurrency  liabilities and as
such shall be deemed subject to reserve requirements without benefits of credits
for proration,  exceptions or offsets that may be available from time to time to
a Lender.  The Eurodollar Rate shall be adjusted  automatically on and as of the
effective date of any change in the Eurodollar Reserve Percentage.

     "Event of Default"  means any of the events or  circumstances  described in
Section 9.1.

     "Exchange Act" means the Securities  Exchange Act of 1934, as amended,  and
the  rules  and  regulations  promulgated  thereunder,  as  amended,   modified,
succeeded or replaced from time to time.

     "Existing Letters of Credit" means those letters of credit issued under the
Existing Credit Agreement that are outstanding on the Effective Date.

     "Extension of Credit" means, as to any Lender, the making of a Loan by such
Lender  (or a  participation  therein  by a  Lender)  or  the  issuance  of,  or
participation in, a Letter of Credit by such Lender.

     "Federal Funds Rate" means for any day the rate per annum (rounded  upward,
if necessary, to the nearest 1/100th of 1%) equal to the weighted average of the
rates on  overnight  Federal  funds  transactions  with  members of the  Federal
Reserve  System  arranged by Federal  funds brokers on such day, as published by
the Federal  Reserve Bank of New York on the Business Day next  succeeding  such
day; provided that (a) if such day is not a Business Day, the Federal Funds Rate
for  such day  shall be such  rate on such  transactions  on the next  preceding
Business  Day and (b) if no such rate is so  published  on such  next  preceding
Business  Day,  the Federal  Funds Rate for such day shall be the  average  rate
quoted  to the  Administrative  Agent  on  such  day  on  such  transactions  as
determined by the Administrative Agent.

     "Fee Letter"  means that certain  letter  agreement,  dated as of April 19,
1996, between the Agents and the Borrower, as amended, modified, supplemented or
replaced from time to time.

     "Funded Debt" means, without  duplication,  the sum of (a) all Indebtedness
of the  Credit  Parties  and their  Subsidiaries  for  borrowed  money,  (b) all
purchase money  Indebtedness of the Credit Parties and their  Subsidiaries,  (c)
the principal  portion of all  obligations of the Borrower and its  Subsidiaries
under Capital Leases, (d) all obligations,  contingent or otherwise, relative to
the face  amount  of all  letters  of  credit  (other  than  letters  of  credit
supporting  trade payables in the ordinary  course of business),  whether or not
drawn, and banker's  acceptances issued for the account of such Person (it being
understood  that,  to the extent an undrawn  letter of credit  supports  another
obligation consisting of Indebtedness,  in calculating  aggregated  Indebtedness
only such other obligation shall be included),  (e) all Guaranty  Obligations of
the Credit Parties and their Subsidiaries with respect to Funded Debt of another
Person,  (f) all Funded Debt of another entity secured by a Lien on any property
of the Credit Parties and their Subsidiaries whether or not such Funded Debt has
been assumed by a Credit Party or any of its  Subsidiaries,  (g) all Funded Debt
of any partnership or unincorporated  joint venture to the extent a Credit Party

or one of its Subsidiaries is legally obligated or has a reasonable  expectation
of being liable with respect  thereto,  net of any assets of such partnership or
joint  venture and (h) the  principal  balance  outstanding  under any synthetic
lease,  tax  retention  operating  lease,  off-balance  sheet  loan  or  similar
off-balance  sheet  financing  product  where  such  transaction  is  considered
borrowed money  indebtedness  for tax purposes but is classified as an operating
lease in accordance with GAAP.

     "GAAP" means generally accepted accounting  principles in the United States
applied on a consistent basis and subject to Section 0.

     "Governmental  Authority" means any Federal,  state,  local,  provincial or
foreign court or governmental agency,  authority,  instrumentality or regulatory
body.

     "Guarantor"  means  each  of the  Subsidiaries  of the  Borrower  and  each
Additional  Credit Party which has executed a Joinder  Agreement,  together with
their successors and assigns.

     "Guaranty   Obligations"  means,  with  respect  to  any  Person,   without
duplication,  any obligations (other than endorsements in the ordinary course of
business of negotiable  instruments  for deposit or collection)  guaranteeing or
intended  to  guarantee  any  Indebtedness  of any other  Person in any  manner,
whether direct or indirect,  and including  without  limitation any  obligation,
whether  or not  contingent,  (a) to  purchase  any such  Indebtedness  or other
obligation or any property  constituting  security  therefor,  (b) to advance or
provide funds or other support for the payment or purchase of such  indebtedness
or obligation or to maintain  working  capital,  solvency or other balance sheet
condition  of such other  Person  (including,  without  limitation,  maintenance
agreements, comfort letters, take or pay arrangements, put agreements or similar
agreements or  arrangements)  for the benefit of the holder of  Indebtedness  of
such other  Person,  (c) to lease or purchase  property,  securities or services
primarily for the purpose of assuring the owner of such  Indebtedness  or (d) to
otherwise  assure or hold harmless the owner of such  Indebtedness or obligation
against loss in respect thereof. The amount of any Guaranty Obligation hereunder
shall (subject to any  limitations  set forth therein) be deemed to be an amount
equal to the  outstanding  principal  amount (or maximum  principal  amount,  if
larger) of the  Indebtedness  in respect of which such  Guaranty  Obligation  is
made.

     "Hazardous  Materials"  means any  substance,  material or waste defined or
regulated in or under any Environmental Laws.

     "Hedging  Agreements" has the meaning set forth in the definition of Credit
Party Obligations.

     "Indebtedness"  of  any  Person  means,   without   duplication,   (a)  all
obligations  of such Person for  borrowed  money,  (b) all  obligations  of such
Person evidenced by bonds,  debentures,  notes or similar  instruments,  or upon
which interest  payments are customarily made (c) all obligations of such Person
under conditional sale or other title retention  agreements relating to property
purchased by such Person to the extent of the value of such property (other than

customary  reservations  or retentions of title under  agreements with suppliers
entered into in the ordinary  course of business),  (d) all  obligations,  other
than  intercompany  items,  of such  Person  issued or assumed  as the  deferred
purchase  price of  property or services  purchased  by such Person  which would
appear as liabilities on a balance sheet of such Person, (e) all Indebtedness of
others secured by (or for which the holder of such  Indebtedness has an existing
right, contingent or otherwise, to be secured by) any Lien on, or payable out of
the  proceeds of  production  from,  property  owned or acquired by such Person,
whether  or not the  obligations  secured  thereby  have been  assumed,  (f) all
Guaranty   Obligations  of  such  Person,  (g)  the  principal  portion  of  all
obligations  of such  Person  under (i)  Capital  Leases and (ii) any  synthetic
lease,  tax  retention  operating  lease,  off-balance  sheet  loan  or  similar
off-balance  sheet  financing  product of such Person where such  transaction is
considered  borrowed money indebtedness for tax purposes but is classified as an
operating  lease in accordance  with GAAP, (h) all obligations of such Person in
respect of  interest  rate  protection  agreements,  foreign  currency  exchange
agreements,  or other  interest  or exchange  rate or  commodity  price  hedging
agreements,  (i) the maximum amount of all  performance  and standby  letters of
credit issued or bankers' acceptances facilities created for the account of such
Person and,  without  duplication,  all drafts drawn  thereunder  (to the extent
unreimbursed), (j) all preferred stock issued by such Person and required by the
terms thereof to be redeemed,  or for which mandatory  sinking fund payments are
due,  by a fixed  date and (k) the  aggregate  amount  of  uncollected  accounts
receivable  of such  Person  subject at such time to a sale of  receivables  (or
similar transaction)  regardless of whether such transaction is effected without
recourse  to such  Person  or in a manner  that  would not be  reflected  on the
balance sheet of such Person in accordance  with GAAP. The  Indebtedness  of any
Person shall include the Indebtedness of any partnership or unincorporated joint
venture  in  which  such  Person  is  legally  obligated  or  has  a  reasonable
expectation of being liable with respect thereto.

     "Indenture"  means that  certain  Indenture,  dated as of November 4, 1993,
among Sports &  Recreation,  Inc. as issuer,  and Barnett  Banks Trust  Company,
National Association,  as trustee, as the same may be modified,  supplemented or
amended from time to time.

     "Interest  Expense"  means,  for any  period,  with  respect  to the Credit
Parties  and  their  Subsidiaries  on a  consolidated  basis,  all net  interest
expense, including the interest component under Capital Leases, as determined in
accordance with GAAP.

     "Interest  Payment  Date" means (a) as to Base Rate Loans,  each January 1,
April 1, July 1 and October 1 and on the Revolving Loan Maturity Date and (b) as
to Eurodollar  Loans, on the last day of each applicable  Interest Period and on
the Revolving Loan Maturity Date and in addition  where the applicable  Interest
Period for a Eurodollar Loan is greater than three months, then also on the date
three months from the  beginning  of the  Interest  Period and each three months
thereafter.

     "Interest  Period"  means,  as to Eurodollar  Loans,  a period of one, two,
three or six months' duration,  as the Borrower may elect,  commencing,  in each
case,  on the date of the borrowing  (including  continuations  and  conversions
thereof); provided, however, (a) if any Interest Period would end on a day which

is not a Business  Day,  such  Interest  Period  shall be  extended  to the next
succeeding  Business  Day (except  that where the next  succeeding  Business Day
falls in the next succeeding calendar month, then on the next preceding Business
Day),  (b) no Interest  Period shall extend beyond the  Revolving  Loan Maturity
Date and (c) where an  Interest  Period  begins  on a day for which  there is no
numerically corresponding day in the calendar month in which the Interest Period
is to end,  such  Interest  Period  shall end on the last  Business  Day of such
calendar month.

     "Investment"  in any Person  means (a) the  acquisition  (whether for cash,
property,  services,  assumption  of  Indebtedness,  securities or otherwise) of
assets, shares of capital stock, bonds, notes,  debentures,  partnership,  joint
ventures or other ownership  interests or other  securities of such other Person
or (b) any deposit with, or advance,  loan or other extension of credit to, such
Person (other than deposits made in connection with the purchase of equipment or
other  assets in the  ordinary  course  of  business)  or (c) any other  capital
contribution to or investment in such Person, including, without limitation, any
Guaranty  Obligation  (including  any support  for a Letter of Credit  issued on
behalf of such Person) incurred for the benefit of such Person.

     "Issuing Lender" means Barnett Bank of Tampa.

     "Issuing Lender Fees" has the meaning set forth in Section 3.4(b).

     "Joinder Agreement" means a Joinder Agreement  substantially in the form of
Exhibit 7.13.

     "Leasehold  Mortgaged  Properties"  has the  meaning  set forth in  Section
5.1(h).

     "Leasehold Mortgages" has the meaning set forth in Section 5.1(h).

     "Lender" means any of the Persons identified as a "Lender" on the signature
pages  hereto,  and any Person which may become a Lender by way of assignment in
accordance with the terms hereof,  together with their  successors and permitted
assigns.

     "Letter of  Credit"  means a Letter of Credit  issued for the  account of a
Credit  Party by the Issuing  Lender  pursuant to Section 2.2, as such Letter of
Credit may be amended, modified, extended, renewed or replaced.

     "Letter  of Credit  Fee" shall have the  meaning  assigned  to such term in
Section 3.4(b).

     "Lien"  means any  mortgage,  pledge,  hypothecation,  assignment,  deposit
arrangement,  security  interest,  encumbrance,  lien  (statutory or otherwise),
preference,  priority or charge of any kind, including,  without limitation, any
agreement  to give any of the  foregoing,  any  conditional  sale or other title
retention agreement, and any lease in the nature thereof.

     "Loan" or "Loans" means the Revolving  Loans (or a portion of any Revolving
Loan), individually or collectively, as appropriate.

     "LOC Documents" means, with respect to any Letter of Credit, such Letter of
Credit, any amendments thereto, any documents delivered in connection therewith,
any application therefor, and any agreements,  instruments,  guarantees or other
documents  (whether  general in application or applicable only to such Letter of
Credit) governing or providing for (a) the rights and obligations of the parties
concerned or at risk or (b) any collateral security for such obligations.

     "LOC  Obligations"  means,  at any time,  the sum of (a) the maximum amount
which is, or at any time  thereafter  may  become,  available  to be drawn under
Letters of Credit then  outstanding,  assuming  compliance with all requirements
for drawings referred to in such Letters of Credit plus (b) the aggregate amount
of all drawings  under  Letters of Credit  honored by an Issuing  Lender but not
theretofore reimbursed.

     "LOC Participants" means the Lenders.

     "London  Interbank Offered Rate" means, with respect to any Eurodollar Loan
for the  Interest  Period  applicable  thereto,  the rate of interest  per annum
(rounded  upwards,  if  necessary,  to the  nearest  1/100 of 1%)  appearing  on
Telerate Page 3750 (or any successor page) as the London interbank  offered rate
for deposits in Dollars at  approximately  11:00 A.M. (London time) two Business
Days prior to the first day of such  Interest  Period for a term  comparable  to
such Interest Period;  provided,  however, if more than one rate is specified on
Telerate Page 3750, the applicable rate shall be the arithmetic mean of all such
rates.  If,  for any  reason,  such  rate is not  available,  the  term  "London
Interbank  Offered Rate" shall mean, with respect to any Eurodollar Loan for the
Interest  Period  applicable  thereto,  the rate of interest per annum  (rounded
upwards,  if necessary,  to the nearest 1/100 of 1%) appearing on Reuters Screen
LIBO Page as the  London  interbank  offered  rate for  deposits  in  Dollars at
approximately  11:00 A.M. (London time) two Business Days prior to the first day
of such Interest Period for a term comparable to such Interest Period; provided,
however,  if more than one rate is  specified on Reuters  Screen LIBO Page,  the
applicable rate shall be the arithmetic mean of all such rates.

     "Mandatory Borrowing" has the meaning set forth in Section 2.2(e).

     "Material  Adverse  Effect"  means a  material  adverse  effect  on (a) the
operations, financial condition, business or prospects of the Credit Parties and
their  Subsidiaries  taken  as a whole,  (b) the  ability  of a Credit  Party to
perform its  respective  obligations  under this Credit  Agreement or any of the
other Credit  Documents,  or (c) the validity or  enforceability  of this Credit
Agreement,  any of the other Credit Documents, or the rights and remedies of the
Lenders hereunder or thereunder taken as a whole.

     "Moody's"  means  Moody's  Investors  Service,  Inc.,  or any  successor or
assignee of the business of such company in the business of rating securities.

     "Mortgage Documents" means the Mortgages and the Leasehold  Mortgages,  the
Mortgage Policies and such other documents and agreements  executed or delivered
in connection with the Real Properties.

     "Mortgage Policies" has the meaning set forth in Section 5.1(h).

     "Mortgages" has the meaning set forth in Section 5.1(h).

     "Mortgaged Properties" has the meaning set forth in Section 5.1(h).

     "Multiemployer  Plan" means a Plan  covered by Title IV of ERISA which is a
multiemployer plan as defined in Section 3(37) or 4001(a)(3) of ERISA.

     "Multiple  Employer Plan" means a Plan covered by Title IV of ERISA,  other
than a Multiemployer  Plan, which any Credit Party or any of its Subsidiaries or
any ERISA  Affiliate and at least one employer  other than a Credit Party or any
of its Subsidiaries or any ERISA Affiliate are contributing sponsors.

     "Net Cash Proceeds" means the gross cash proceeds  (including cash actually
received  (but only when  received)  by way of  deferred  payment  pursuant to a
promissory note,  receivable,  or otherwise) received from an Asset Disposition,
an Equity  Issuance or a Debt Issuance net of (a)  transaction  costs payable to
third parties and (b) a good faith estimate of the taxes payable with respect to
such proceeds,  including, without duplication,  withholding taxes and any taxes
payable to a third party in connection with distribution of such proceeds from a
Subsidiary of the Borrower to the Borrower.

     "Net  Income"  means,  for any period,  the net income after taxes for such
period of the Credit Parties and their Subsidiaries on a consolidated  basis, as
determined in accordance with GAAP.

     "Net Worth" means, as of any date, shareholders' equity or net worth of the
Credit Parties and their Subsidiaries on a consolidated  basis, as determined in
accordance with GAAP.

     "Non-Excluded Taxes" has the meaning set forth in Section 3.13.

     "Note"  or  "Notes"  means  the  Revolving  Loan  Notes,   individually  or
collectively, as appropriate.

     "Notice of Borrowing" means a request by the Borrower for a Revolving Loan,
in the form of Exhibit 2.1(b).

     "Notice  of  Continuation/Conversion"  means a request by the  Borrower  to
continue an existing  Eurodollar  Loan to a new Interest  Period or to convert a
Eurodollar Loan to a Base Rate Loan or a Base Rate Loan to a Eurodollar Loan, in
the form of Exhibit 2.1(e).

     "Operating  Lease"  means,  as to any  Person,  any  lease of any  property
(whether real,  personal or mixed) by that Person as lessee which, in accordance
with GAAP, is or should be accounted for as an operating lease.

     "Participation  Interest"  means the Extension of Credit by a Lender by way
of a purchase  of a  participation  in Letters of Credit or LOC  Obligations  as
provided in Section 2.2 or in any Loans as provided in Section 3.8.

     "PBGC" means the Pension Benefit Guaranty Corporation  established pursuant
to Subtitle A of Title IV of ERISA and any successor thereto.

     "Permitted  Investments"  means  Investments  which  are  (a)  cash or Cash
Equivalents,  (b) accounts receivable created,  acquired or made in the ordinary
course of business and payable or  dischargeable  in accordance  with  customary
trade terms, (c) inventory, raw materials and general intangibles (to the extent
such general intangible is not a Capital  Expenditure)  acquired in the ordinary
course of business, (d) Investments by one Credit Party in another Credit Party,
(e) loans to directors, officers or employees in the ordinary course of business
for reasonable business expenses, not to exceed in the aggregate $500,000 at any
one time;  provided that no such loan may remain  outstanding for longer than 18
months,  (f) loans to executive  management of the Borrower to purchase stock of
the  Borrower  up to  $1,000,000  in the  aggregate  at any  one  time,  (g) the
Investments set forth on Schedule 8.7, (h)  Investments in Capital  Expenditures
to the  extent  permitted  by Section  8.14 and (i)  inventory  acquired  in the
ordinary course of business.

     "Permitted  Liens" means (a) Liens securing Credit Party  Obligations,  (b)
Liens for taxes not yet due or Liens for taxes being  contested in good faith by
appropriate  proceedings  for which adequate  reserves  determined in accordance
with GAAP have been  established  (and as to which the  property  subject to any
such Lien is not yet subject to foreclosure,  sale or loss on account  thereof),
(c) Liens in respect of property  imposed by law arising in the ordinary  course
of  business  such  as  materialmen's,  mechanics',  warehousemen's,  carrier's,
landlords'  and other  nonconsensual  statutory  Liens which are not yet due and
payable or which are being  contested in good faith by  appropriate  proceedings
for  which  adequate  reserves  determined  in  accordance  with  GAAP have been
established  (and as to which the  property  subject to any such Lien is not yet
subject  to  foreclosure,  sale or loss on  account  thereof),  (d)  pledges  or
deposits made in the ordinary  course of business to secure  payment of worker's
compensation  insurance,  unemployment  insurance,  pensions or social  security
programs,  (e) Liens arising from good faith  deposits in connection  with or to
secure performance of tenders, bids, leases,  government contracts,  performance
and return-of-money bonds and other similar obligations incurred in the ordinary
course of business (other than obligations in respect of the payment of borrowed
money),  (f) Liens  arising from good faith  deposits in  connection  with or to
secure  performance of statutory  obligations  and surety and appeal bonds,  (g)
easements, rights-of-way,  restrictions (including zoning restrictions), matters
of plat, minor defects or  irregularities  in title and other similar charges or
encumbrances not, in any material  respect,  impairing the use of the encumbered
property for its intended purposes, (h) judgment Liens that would not constitute
an Event of Default,  (i) Liens in connection  with  Indebtedness  allowed under
Section  8.1(f),  (j) Liens  arising  by virtue of any  statutory  or common law
provision  relating to banker's liens,  rights of setoff or similar rights as to
deposit  accounts  or  other  funds   maintained  with  a  creditor   depository
institution,  (k) Liens  existing on the date hereof and  identified on Schedule

8.2;  provided  that no such Lien shall  extend to any  property  other than the
property subject thereto on the Closing Date and (l) Permitted  Encumbrances (as
defined in any Mortgage Document).

     "Person"  means  any   individual,   partnership,   joint  venture,   firm,
corporation,  limited liability company, association,  trust or other enterprise
(whether or not incorporated), or any Governmental Authority.

     "Plan"  means any  employee  benefit  plan (as  defined in Section  3(3) of
ERISA)  which is covered by ERISA and with  respect to which any Credit Party or
any of its  Subsidiaries  or any  ERISA  Affiliate  is (or,  if such  plan  were
terminated  at such time,  would under Section 4069 of ERISA be deemed to be) an
"employer" within the meaning of Section 3(5) of ERISA.

     "Pledge  Agreements" means any Pledge Agreement executed and delivered by a
Credit Party in favor of the Collateral  Agent,  for the benefit of the Lenders,
to secure its  obligations  under the Credit  Documents,  as amended,  modified,
extended, renewed or replaced from time to time.

     "Prime Rate" means the per annum rate of interest  established from time to
time by the Administrative  Agent at its principal office in Tampa,  Florida (or
such other  principal  office of the  Administrative  Agent as  communicated  in
writing to the Borrower  and the  Lenders) as its Prime Rate.  Any change in the
interest rate resulting  from a change in the Prime Rate shall become  effective
as of 12:01 a.m. of the  Business  Day on which each change in the Prime Rate is
announced by the  Administrative  Agent. The Prime Rate is a reference rate used
by the Administrative  Agent in determining  interest rates on certain loans and
is not  intended to be the lowest rate of interest  charged on any  extension of
credit to any debtor.

     "Real  Properties"  means  the  Mortgaged   Properties  and  the  Leasehold
Mortgaged Properties.

     "Regulation D, G, U, or X" means Regulation D, G, U or X, respectively,  of
the Board of  Governors  of the Federal  Reserve  System as from time to time in
effect and any successor to all or a portion thereof.

     "Rent Expense"  means,  for any period,  with respect to the Credit Parties
and their Subsidiaries on a consolidated basis, all rent payable under Operating
Leases, as determined in accordance with GAAP.
 
     "Reportable Event" means a "reportable event" as defined in Section 4043 of
ERISA with  respect to which the notice  requirements  to the PBGC have not been
waived.

     "Required  Lenders"  means  Lenders  whose  aggregate  Credit  Exposure (as
hereinafter  defined) constitutes at least 66 2/3% of the Credit Exposure of all
Lenders  at  such  time;  provided,  however,  that  if any  Lender  shall  be a

Defaulting   Lender  at  such  time  then  there  shall  be  excluded  from  the
determination  of Required  Lenders  the  aggregate  principal  amount of Credit
Exposure of such Lender at such time.  For purposes of the  preceding  sentence,
the term "Credit  Exposure" as applied to each Lender shall mean (a) at any time
prior to the termination of the Commitments, the sum of the Revolving Commitment
Percentage of such Lender  multiplied by the Revolving  Committed Amount and (b)
at any  time  after  the  termination  of the  Commitments,  the  sum of (i) the
principal  balance  of the  outstanding  Loans of such  Lender  plus  (ii)  such
Lender's  Participation  Interests in the face amount of the outstanding Letters
of Credit.

     "Requirement of Law" means,  as to any Person,  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 final,  non-appealable
determination of an arbitrator or a court or other  Governmental  Authority,  in
each case  applicable  to or  binding  upon  such  Person or to which any of its
material property is subject.

     "Revolving  Loan  Commitment   Percentage"  means,  for  each  Lender,  the
percentage identified as its Revolving Commitment Percentage on Schedule 1.1(a),
as such  percentage may be modified in connection  with any  assignment  made in
accordance with the provisions of Section 11.3.

     "Revolving  Committed Amount" means TWO HUNDRED EIGHTY FIVE MILLION DOLLARS
($285,000,000)  or such lesser amount as the Revolving  Committed  Amount may be
reduced pursuant to Section 2.1(d) or Section 3.3(c).

     "Revolving Loan Maturity Date" means June 4, 1998.

     "Revolving  Loans" means the Revolving Loans made to the Borrower  pursuant
to Section 2.1.

     "Revolving  Note" or "Revolving  Notes" means the  promissory  notes of the
Borrower in favor of each of the Lenders evidencing the Revolving Loans provided
pursuant to Section 2.1, individually or collectively,  as appropriate,  as such
promissory notes may be amended,  modified,  supplemented,  extended, renewed or
replaced from time to time and as evidenced in the form of Exhibit 2.1(g).

     "S&P" means  Standard & Poor's  Ratings  Group,  a division of McGraw Hill,
Inc.,  or any  successor  or  assignee of the  business of such  division in the
business of rating securities.

     "Scheduled  Funded Debt Payments"  means, as of the date of  determination,
for the Credit Parties and their  Subsidiaries on a consolidated  basis, the sum
of all scheduled  payments of principal and any required  prepayments  on Funded
Debt for the applicable  period ending on the date of  determination  (including
the principal  component of payments due on Capital Leases during the applicable
period  ending on the date of  determination),  excluding  any  payments  due at
maturity with respect to Indebtedness  permitted by Section 8.1(c) to the extent
such Indebtedness has been refinanced.

     "Securities  Act" means the  Securities  Act of 1933,  as amended,  and the
rules and regulations promulgated thereunder.

     "Security  Agreements" means any security  agreement executed and delivered
by a Credit  Party  in favor of the  Collateral  Agent  for the  benefit  of the
Lenders to secure its  obligations  under the Credit  Documents,  as such may be
amended, modified, extended, renewed, restated or replaced from time to time.

     "Senior Debt" means all Funded Debt other than the Subordinated Debt.

     "Senior Debt to Capitalization Ratio" means the ratio of (a) Senior Debt to
(b) Capitalization.

     "Single  Employer  Plan"  means any Plan  which is  covered  by Title IV of
ERISA, but which is not a Multiemployer Plan.

     "Solvent"  means,  with respect to any Person as of a particular date, that
on such date (a) such  Person  is able to pay its  debts and other  liabilities,
contingent obligations and other commitments as they mature in the normal course
of  business,  (b) such Person does not intend to, and does not believe  that it
will,  incur debts or  liabilities  beyond such Person's  ability to pay as such
debts and liabilities  mature in their ordinary  course,  (c) such Person is not
engaged in a business or a transaction, and is not about to engage in a business
or a transaction,  for which such Person's assets would constitute  unreasonably
small capital after giving due  consideration to the prevailing  practice in the
industry in which such Person is engaged or is to engage,  (d) the fair value of
the  assets of such  Person is  greater  than the total  amount of  liabilities,
including,  without limitation,  contingent liabilities,  of such Person and (e)
the present  fair  saleable  value of the assets of such Person is not less than
the amount that will be required to pay the probable liability of such Person on
its debts as they  become  absolute  and  matured.  In  computing  the amount of
contingent liabilities at any time, it is intended that such liabilities will be
computed  at the  amount  which,  in light of all the  facts  and  circumstances
existing at such time,  represents the amount that can reasonably be expected to
become an actual or matured liability.

     "Subordinated Debt" means the $74,750,000 of Indebtedness  evidenced by the
Indenture.

     "Subsidiary"  means, as to any Person, (a) any corporation more than 50% of
whose stock of any class or classes having by the terms thereof  ordinary voting
power to elect a majority of the directors of such corporation  (irrespective of
whether or not at the time, any class or classes of such corporation  shall have
or might have voting power by reason of the happening of any  contingency) is at
the time owned by such Person directly or indirectly through  Subsidiaries,  and
(b) any  partnership,  association,  joint venture or other entity in which such
person directly or indirectly  through  Subsidiaries  has more than a 50% equity
interest at any time.

     "Termination Event" means (a) with respect to any Single Employer Plan, the
occurrence  of a Reportable  Event or the  substantial  cessation of  operations
(within  the meaning of Section  4062(e) of ERISA);  (b) the  withdrawal  of any
Credit Party or any of its  Subsidiaries  or any ERISA Affiliate from a Multiple
Employer Plan during a plan year in which it was a substantial employer (as such
term is  defined in  Section  4001(a)(2)  of  ERISA),  or the  termination  of a
Multiple  Employer Plan; (c) the distribution of a notice of intent to terminate
or the actual  termination of a Plan pursuant to Section  4041(a)(2) or 4041A of
ERISA; (d) the institution of proceedings to terminate or the actual termination
of a Plan by the PBGC under  Section  4042 of ERISA;  (e) any event or condition
which might  reasonably  constitute  grounds under Section 4042 of ERISA for the
termination of, or the appointment of a trustee to administer,  any Plan; or (f)
the  complete  or  partial  withdrawal  of  any  Credit  Party  or  any  of  its
Subsidiaries or any ERISA Affiliate from a Multiemployer Plan.

     "Unused Commitment" means, for any period, the amount by which (a) the then
applicable  aggregate  Revolving  Committed Amount exceeds (b) the daily average
sum for  such  period  of the  outstanding  aggregate  principal  amount  of all
Revolving Loans plus the aggregate amount of LOC Obligations outstanding.

     "Voting  Stock" of a corporation  means all classes of the capital stock of
such corporation then outstanding and normally  entitled to vote in the election
of directors.

     1.2  Computation  of Time Periods and Other  Definitional  Provisions.  For
purposes of  computation  of periods of time  hereunder,  the word "from"  means
"from  and  including"  and  the  words  "to"  and  "until"  each  mean  "to but
excluding." References in this Agreement to "Articles",  "Sections", "Schedules"
or  "Exhibits"  shall be to Articles,  Sections,  Schedules or Exhibits of or to
this Agreement unless otherwise specifically provided.

     1.3 Accounting Terms.  Except as otherwise  expressly  provided herein, all
accounting terms used herein shall be interpreted,  and all financial statements
and certificates and reports as to financial matters required to be delivered to
the Lenders  hereunder  shall be prepared,  in accordance with GAAP applied on a
consistent  basis. All financial  statements  delivered to the Lenders hereunder
shall be  accompanied by a statement from the Borrower that GAAP has not changed
since the most recent  financial  statements  delivered  by the  Borrower to the
Lenders or if GAAP has changed  describing such changes in detail and explaining
how such changes affect the financial statements.  All calculations made for the
purposes of determining  compliance with this Credit  Agreement shall (except as
otherwise expressly provided herein) be made by application of GAAP applied on a
basis consistent with the most recent annual or quarterly  financial  statements
delivered  pursuant  to  Section  7.1 (or,  prior to the  delivery  of the first
financial  statements  pursuant to Section 7.1,  consistent  with the  financial
statements described in Section 5.1(c)); provided,  however, if (a) the Borrower
shall  object  to  determining  such  compliance  on such  basis  at the time of
delivery  of such  financial  statements  due to any change in GAAP or the rules
promulgated  with respect  thereto or (b) either  Agent or the Required  Lenders
shall so object in  writing  within 60 days  after  delivery  of such  financial
statements  (or  after the  Lenders  have been  informed  of the  change in GAAP
affecting such financial statements,  if later), then such calculations shall be
made on a basis consistent with the most recent financial  statements  delivered
by the  Borrower  to the Lenders as to which no such  objection  shall have been
made.

                                    SECTION 2

                                CREDIT FACILITIES

     2.1 Revolving Loans.

     (a) Revolving  Loan  Commitment.  Subject to the terms and  conditions  set
forth  herein,  each Lender  severally  agrees to make  revolving  loans (each a
"Revolving  Loan" and collectively  the "Revolving  Loans") to the Borrower,  in
Dollars, at any time and from time to time, during the period from and including
the Effective  Date to but not  including  the Revolving  Loan Maturity Date (or
such earlier  date if the  Revolving  Committed  Amount has been  terminated  as
provided herein); provided, however, that (i) the sum of the aggregate amount of
Revolving  Loans  outstanding  plus  the  aggregate  amount  of LOC  Obligations
outstanding  shall not exceed the lesser of (x) the Revolving  Committed  Amount
and (y) the  Borrowing  Base  Assets and (ii) with  respect  to each  individual
Lender,  the Lender's pro rata share of  outstanding  Revolving  Loans plus such
Lender's pro rata share of  outstanding  LOC  Obligations  shall not exceed such
Lender's Revolving Loan Commitment Percentage of the Revolving Committed Amount.
Subject to the terms of this  Credit  Agreement  (including  Section  3.3),  the
Borrower may borrow, repay and reborrow Revolving Loans.

     (b) Method of Borrowing  for Revolving  Loans.  By no later than 11:00 a.m.
(i) on the date of the requested  borrowing of Revolving Loans that will be Base
Rate  Loans or (ii)  three  Business  Days  prior  to the date of the  requested
borrowing of Revolving Loans that will be Eurodollar  Loans,  the Borrower shall
submit a  written  Notice  of  Borrowing  in the form of  Exhibit  2.1(b) to the
Administrative  Agent setting forth (A) the amount  requested,  (B) whether such
Revolving  Loans shall accrue interest at the Adjusted Base Rate or the Adjusted
Eurodollar  Rate,  (C) with respect to Revolving  Loans that will be  Eurodollar
Loans, the Interest Period  applicable  thereto and (D)  certification  that the
Borrower has complied in all respects with Section 5.2;

     (c) Funding of Revolving Loans. Upon receipt of a Notice of Borrowing,  the
Administrative  Agent shall promptly inform the Lenders as to the terms thereof.
Each Lender shall make its Revolving Loan Commitment Percentage of the requested
Revolving Loans available to the  Administrative  Agent by 1:00 p.m. on the date
specified  in the Notice of  Borrowing by deposit,  in Dollars,  of  immediately
available  funds at the  offices of the  Administrative  Agent at its  principal
office in Tampa,  Florida or at such other address as the  Administrative  Agent
may designate in writing.  The amount of the requested Revolving Loans will then
be made available to the Borrower by the  Administrative  Agent by crediting the
account of the Borrower on the books of such office of the Administrative Agent,
to the extent  the  amount of such  Revolving  Loans are made  available  to the
Administrative Agent.

     No Lender shall be responsible for the failure or delay by any other Lender
in its obligation to make Revolving Loans hereunder; provided, however, that the
failure of any Lender to fulfill its obligations hereunder shall not relieve any
other Lender of its obligations hereunder. Unless the Administrative Agent shall
have been  notified by any Lender prior to the date of any such  Revolving  Loan
that such Lender does not intend to make available to the  Administrative  Agent
its portion of the Revolving  Loans to be made on such date, the  Administrative
Agent  may  assume  that  such  Lender  has made such  amount  available  to the
Administrative Agent on the date of such Revolving Loans, and the Administrative
Agent in reliance upon such assumption,  may (in its sole discretion but without
any obligation to do so) make available to the Borrower a corresponding  amount.
If such corresponding amount is not in fact made available to the Administrative
Agent,  the  Administrative  Agent shall be able to recover  such  corresponding
amount from such Lender. If such Lender does not pay such  corresponding  amount
forthwith upon the  Administrative  Agent's demand therefor,  the Administrative
Agent will promptly notify the Borrower,  and the Borrower shall immediately pay
such corresponding amount to the Administrative  Agent. The Administrative Agent
shall also be entitled to recover from the Lender or the  Borrower,  as the case
may be,  interest on such  corresponding  amount in respect of each day from the
date such corresponding amount was made available by the Administrative Agent to
the  Borrower  to  the  date  such  corresponding  amount  is  recovered  by the
Administrative  Agent at a per annum rate equal to (i) from the  Borrower at the
applicable  rate for such Revolving Loan pursuant to the Notice of Borrowing and
(ii) from a Lender at the Federal Funds Rate.

     (d) Reductions of Revolving  Committed Amount. Upon at least three Business
Days'  notice,  the Borrower  shall have the right to  permanently  terminate or
reduce the aggregate unused amount of the Revolving Committed Amount at any time
or from time to time;  provided that (i) each partial  reduction  shall be in an
aggregate  amount at least  equal to  $5,000,000  and in integral  multiples  of
$1,000,000  above such  amount and (ii) no  reduction  shall be made which would
reduce  the  Revolving  Committed  Amount to an amount  less than the  aggregate
amount of outstanding  Revolving Loans plus the aggregate  amount of outstanding
LOC  Obligations.  Any reduction in (or termination of) the Revolving  Committed
Amount shall be permanent and may not be reinstated.  The  Administrative  Agent
shall immediately notify the Lenders of any reduction in the Revolving Committed
Amount.

     (e) Continuations and Conversions. Subject to the terms of Section 5.2, the
Borrower  shall have the option,  on any  Business  Day,  to  continue  existing
Eurodollar Loans for a subsequent  Interest  Period,  to convert Base Rate Loans
into  Eurodollar  Loans or to convert  Eurodollar  Loans  into Base Rate  Loans;
provided,  however,  that (i)  each  such  continuation  or  conversion  must be
requested    by   the    Borrower    pursuant    to   a   written    Notice   of
Continuation/Conversion,  in the form of Exhibit 2.1(e),  in compliance with the
terms set forth below, (ii) except as provided in Section 3.11, Eurodollar Loans
may only be continued  or converted  into Base Rate Loans on the last day of the
Interest Period applicable thereto,  (iii) Eurodollar Loans may not be continued
nor may Base Rate Loans be converted into Eurodollar  Loans during the existence

and  continuation  of a Default  or Event of  Default  and (iv) any  request  to
continue a  Eurodollar  Loan that fails to comply  with the terms  hereof or any
failure to request a continuation of a Eurodollar Loan at the end of an Interest
Period shall  constitute a conversion to a Base Rate Loan on the last day of the
applicable Interest Period. Each continuation or conversion must be requested by
the Borrower no later than 11:00 a.m. (A) on the date for a requested conversion
of a Eurodollar Loan to a Base Rate Loan or (B) three Business Days prior to the
date for a requested  continuation  of a Eurodollar Loan or conversion of a Base
Rate Loan to a Eurodollar  Loan,  in each case  pursuant to a written  Notice of
Continuation/Conversion  submitted to the  Administrative  Agent which shall set
forth (x) whether the Borrower  wishes to continue or convert such Loans and (y)
if the request is to continue a Eurodollar Loan or convert a Base Rate Loan to a
Eurodollar Loan, the Interest Period applicable thereto.

     (f)  Minimum  Amounts.   Each  request  for  a  borrowing,   conversion  or
continuation  shall be subject to the requirements that (i) each Eurodollar Loan
shall  be in a  minimum  amount  of  $5,000,000  and in  integral  multiples  of
$1,000,000  in excess  thereof,  (ii) each Base Rate Loan  shall be in a minimum
amount of the lesser of $250,000  (and  integral  multiples of $50,000 in excess
thereof) or the remaining amount available under the Revolving  Committed Amount
and (iii) no more than six Eurodollar  Loans shall be  outstanding  hereunder at
any one time. For the purposes of this Section,  all  Eurodollar  Loans with the
same Interest Periods shall be considered as one Eurodollar Loan, but Eurodollar
Loans  with  different  Interest  Periods,  even if they begin on the same date,
shall be considered as separate Eurodollar Loans.

     (g) Notes.  The Revolving Loans made by each Lender shall be evidenced by a
duly executed  promissory note of the Borrower to each applicable  Lender in the
face  amount  of its  Revolving  Loan  Commitment  Percentage  of the  Revolving
Committed Amount in substantially the form of Exhibit 2.1(g).

     2.2 Letter of Credit Subfacility.facility.

     (a)  Issuance.  Subject to the terms and  conditions  hereof and of the LOC
Documents,  if any, and any other terms and conditions  which the Issuing Lender
may  reasonably  require (so long as such terms and conditions do not impose any
financial obligation on or require any Lien (not otherwise  contemplated by this
Agreement) to be given by any Credit Party or conflict with any  obligation  of,
or  detract  from any action  which may be taken by,  any Credit  Party or their
Subsidiaries  under this Agreement),  the Issuing Lender shall from time to time
upon request issue (from the Effective  Date to the Revolving Loan Maturity Date
and in a form reasonably  acceptable to the Issuing Lender), in Dollars, and the
LOC  Participants  shall  participate  in,  letters of credit  (the  "Letters of
Credit") for the account of the Borrower or any of its  Subsidiaries;  provided,
however,  that (i) the aggregate amount of LOC Obligations shall not at any time
exceed TEN MILLION DOLLARS  ($10,000,000),  (ii) the sum of the aggregate amount
of LOC Obligations outstanding plus Revolving Loans outstanding shall not exceed
the Revolving  Committed  Amount and (iii) with respect to each  individual  LOC
Participant, the LOC Participant's pro rata share of outstanding Revolving Loans
plus its pro rata share of outstanding LOC Obligations shall not exceed such LOC

Participant's  Revolving Loan Commitment  Percentage of the Revolving  Committed
Amount.  The  issuance  and  expiry  date of each  Letter of  Credit  shall be a
Business  Day.  Except  as  otherwise  expressly  agreed  upon  by all  the  LOC
Participants,  no Letter of Credit shall have an original  expiry date more than
one year from the date of issuance,  or as  extended,  shall have an expiry date
extending  beyond the Revolving Loan Maturity Date.  Each Letter of Credit shall
be either  (x) a standby  letter of credit  issued to  support  the  obligations
(including pension or insurance  obligations),  contingent or otherwise,  of the
Borrower or any of its  Subsidiaries,  or (y) a  commercial  letter of credit in
respect of the  purchase  of goods or  services  by the  Borrower  or any of its
Subsidiaries  in the ordinary  course of  business.  Each Letter of Credit shall
comply with the related LOC Documents.

     (b) Notice and Reports.  The request for the issuance of a Letter of Credit
shall be submitted to the Issuing  Lender at least three  Business Days prior to
the requested date of issuance.  The Issuing Lender will, at least quarterly and
more  frequently  upon  request,   provide  to  the  Administrative   Agent  for
dissemination to the Lenders a detailed report  specifying the Letters of Credit
which are then issued and  outstanding  and any activity  with  respect  thereto
which  may have  occurred  since  the date of the prior  report,  and  including
therein,  among other  things,  the account  party,  the  beneficiary,  the face
amount,  and the expiry date as well as any  payments or  expirations  which may
have  occurred.  The Issuing Lender will further  provide to the  Administrative
Agent, promptly upon request,  copies of the Letters of Credit and the other LOC
Documents.

     (c) Participations.

          (i) On the Effective Date, each LOC  Participant  shall  automatically
     acquire a  participation  in the liability of the Issuing Lender under each
     Existing  Letter  of  Credit  in an  amount  equal  to its  Revolving  Loan
     Commitment  Percentage  of such Existing  Letters of Credit.  Each Existing
     Letter of Credit shall be deemed for all purposes of this Credit  Agreement
     and the other Credit Documents to be a Letter of Credit.

          (ii) Each LOC Participant,  upon issuance of a Letter of Credit, shall
     be deemed to have purchased without recourse a risk  participation from the
     Issuing  Lender  in such  Letter of Credit  and each LOC  Document  related
     thereto  and  the  rights  and  obligations   arising  thereunder  and  any
     collateral  relating  thereto,  in each  case  in an  amount  equal  to its
     Revolving Loan Commitment  Percentage of the obligations  under such Letter
     of Credit, and shall absolutely, unconditionally and irrevocably assume, as
     primary  obligor and not as surety,  and be obligated to pay to the Issuing
     Lender  therefor and  discharge  when due, its  Revolving  Loan  Commitment
     Percentage of the obligations arising under such Letter of Credit.  Without
     limiting the scope and nature of each LOC  Participant's  participation  in
     any Letter of Credit,  to the extent that the  Issuing  Lender has not been
     reimbursed as required  hereunder or under any such Letter of Credit,  each
     such LOC  Participant  shall pay to the Issuing  Lender its Revolving  Loan
     Commitment Percentage of such unreimbursed drawing in same day funds on the
     day of  notification  by the  Issuing  Lender  of an  unreimbursed  drawing
     pursuant to the provisions of subsection (d) hereof. The obligation of each
     LOC  Participant  to so reimburse the Issuing  Lender shall be absolute and
     unconditional and shall not be affected by the occurrence of a Default,  an
     Event of Default or any other occurrence or event.  Any such  reimbursement
     shall not relieve or otherwise impair the obligation of the Borrower or any
     other  Credit  Party to  reimburse  the Issuing  Lender under any Letter of
     Credit, together with interest as hereinafter provided.

     (d) Reimbursement.  In the event of any drawing under any Letter of Credit,
the Issuing Lender will promptly notify the Borrower.  Unless the Borrower shall
immediately  notify the Issuing Lender of its intent to otherwise  reimburse the
Issuing Lender,  the Borrower shall be deemed to have requested a Revolving Loan
at the Adjusted Base Rate in the amount of the drawing as provided in subsection
(e) hereof,  the  proceeds  of which will be used to satisfy  the  reimbursement
obligations.  The  Borrower  shall  reimburse  the Issuing  Lender on the day of
drawing under any Letter of Credit either with the proceeds of a Revolving  Loan
obtained  hereunder or otherwise in same day funds as provided  herein or in the
LOC  Documents.  If the Borrower  shall fail to reimburse the Issuing  Lender as
provided  hereinabove,  the  unreimbursed  amount  of such  drawing  shall  bear
interest  at a per  annum  rate  equal to the  Base  Rate  plus  the  Applicable
Percentage  for the Base Rate Loans that are  Revolving  Loans plus two  percent
(2%). The Borrower's  reimbursement  obligations hereunder shall be absolute and
unconditional  under all  circumstances  irrespective of (but without waiver of)
any rights of set-off, counterclaim or defense to payment the applicable account
party or the Borrower may claim or have against the Issuing  Lender,  the Agent,
the  Lenders,  the  beneficiary  of the Letter of Credit drawn upon or any other
Person,  including without  limitation,  any defense based on any failure of the
applicable  account  party,  the  Borrower or any other  Credit Party to receive
consideration or the legality,  validity,  regularity or unenforceability of the
Letter of Credit.  The Issuing Lender will promptly notify the LOC  Participants
of the  amount  of any  unreimbursed  drawing  and  each LOC  Participant  shall
promptly pay to the Administrative  Agent for the account of the Issuing Lender,
in  Dollars  and  in  immediately  available  funds,  the  amount  of  such  LOC
Participant's Revolving Loan Commitment Percentage of such unreimbursed drawing.
Such  payment  shall be made on the day such  notice is  received by such Lender
from the  Issuing  Lender if such  notice is  received  at or before  2:00 p.m.,
otherwise such payment shall be made at or before 12:00 Noon on the Business Day
next succeeding the day such notice is received.  If such LOC  Participant  does
not pay such amount to the Issuing  Lender in full upon such  request,  such LOC
Participant shall, on demand, pay to the Administrative Agent for the account of
the Issuing Lender interest on the unpaid amount during the period from the date
the LOC Participant received the notice regarding the unreimbursed drawing until
such LOC  Participant  pays such amount to the Issuing  Lender in full at a rate
per annum equal to, if paid within two Business Days of the date of drawing, the
Federal  Funds Rate and  thereafter  at a rate equal to the Base Rate.  Each LOC
Participant's  obligation  to make such payment to the Issuing  Lender,  and the
right  of the  Issuing  Lender  to  receive  the  same,  shall be  absolute  and
unconditional,  shall not be affected by any circumstance whatsoever and without
regard to the termination of this Credit Agreement or the Commitments hereunder,
the  existence  of a Default  or Event of  Default  or the  acceleration  of the
obligations  hereunder  and  shall  be  made  without  any  offset,   abatement,
withholding or reduction whatsoever. Simultaneously with the making of each such
payment by a LOC Participant to the Issuing Lender,  such LOC Participant shall,
automatically  and without any further  action on the part of the Issuing Lender
or such LOC  Participant,  acquire a  participation  in an amount  equal to such
payment  (excluding the portion of such payment  constituting  interest owing to
the  Issuing  Lender) in the  related  unreimbursed  drawing  portion of the LOC
Obligation  and in the interest  thereon and in the related LOC  Documents,  and
shall have a claim  against  the  Borrower  and the other  Credit  Parties  with
respect thereto.
                            
     (e) Repayment with Revolving  Loans. On any day on which the Borrower shall
have requested,  or been deemed to have requested, a Revolving Loan borrowing to
reimburse a drawing  under a Letter of Credit,  the  Administrative  Agent shall
give notice to the  applicable  Lenders that a Revolving Loan has been requested
or deemed  requested in connection  with a drawing under a Letter of Credit,  in
which case a Revolving Loan borrowing  comprised solely of Base Rate Loans (each
such  borrowing,  a "Mandatory  Borrowing")  shall be immediately  made from all
applicable  Lenders (without giving effect to any termination of the Commitments
pursuant to Section 9.2) pro rata based on each  Lender's  respective  Revolving
Loan  Commitment  Percentage and the proceeds  thereof shall be paid directly to
the Issuing Lender for application to the respective LOC Obligations.  Each such
Lender hereby  irrevocably  agrees to make such Revolving Loans immediately upon
any such request or deemed request on account of each such  Mandatory  Borrowing
in the amount and in the manner  specified in the preceding  sentence and on the
same such date  notwithstanding  (i) the amount of Mandatory  Borrowing  may not
comply with the minimum  amount for  borrowings  of  Revolving  Loans  otherwise
required hereunder,  (ii) whether any conditions specified in Section 5 are then
satisfied, (iii) whether a Default or Event of Default then exists, (iv) failure
of any such request or deemed request for Revolving Loans to be made by the time
otherwise required hereunder,  (v) the date of such Mandatory Borrowing, or (vi)

any  reduction  in the  Revolving  Committed  Amount or any  termination  of the
Commitments.  In the event that any Mandatory Borrowing cannot for any reason be
made on the date otherwise required above (including,  without limitation,  as a
result  of the  commencement  of a  proceeding  under the  Bankruptcy  Code with
respect to the Borrower or any other Credit Party), then each such Lender hereby
agrees  that it shall  forthwith  fund (as of the date the  Mandatory  Borrowing
would otherwise have occurred,  but adjusted for any payments  received from the
Borrower  on or after such date and prior to such  purchase)  its  Participation
Interest in the  outstanding LOC  Obligations;  provided,  further,  that in the
event any Lender  shall fail to fund its  Participation  Interest on the day the
Mandatory  Borrowing  would  otherwise  have  occurred,  then the amount of such
Lender's unfunded  Participation Interest therein shall bear interest payable to
the  Issuing  Lender  upon  demand,  at the rate  equal to, if paid  within  two
Business  Days of such date,  the Federal Funds Rate,  and  thereafter at a rate
equal to the Base Rate.

     (f)   Modification   and  Extension.   The  issuance  of  any   supplement,
modification,  amendment,  renewal, or extensions to any Letter of Credit shall,
for  purposes  hereof,  be treated in all respects the same as the issuance of a
new Letter of Credit hereunder.

     (g) Uniform Customs and Practices.  The Issuing Lender may have the Letters
of Credit be  subject  to The  Uniform  Customs  and  Practice  for  Documentary
Credits,  as published as of the date of issue by the  International  Chamber of
Commerce  (Publication No. 500 or the most recent  publication,  the "UCP"),  in
which case the UCP may be incorporated  therein and deemed in all respects to be
a part thereof.

     (h) Responsibility of Issuing Lender. It is expressly understood and agreed
as between the Lenders that the  obligations of the Issuing Lender  hereunder to
the LOC Participants are only those expressly set forth in this Credit Agreement
and that the Issuing  Lender  shall be  entitled  to assume that the  conditions
precedent  set  forth in  Section  5 have been  satisfied  unless it shall  have
acquired  actual  knowledge  that  any  such  condition  precedent  has not been
satisfied;  provided,  however, that nothing set forth in this Section 2.2 shall
be deemed to  prejudice  the right of any LOC  Participant  to recover  from the
Issuing Lender any amounts made available by such LOC Participant to the Issuing
Lender  pursuant  to this  Section 2.2 in the event that it is  determined  by a
court of  competent  jurisdiction  that the payment  with respect to a Letter of
Credit  constituted  gross  negligence or willful  misconduct on the part of the
Issuing Lender.

     (i) Conflict with LOC Documents.  In the event of any conflict between this
Credit Agreement and any LOC Document, this Credit Agreement shall govern.

     (j) Indemnification of Issuing Lender.

          (i) In addition to its other  obligations under this Credit Agreement,
     the Borrower hereby agrees to protect,  indemnify, pay and save the Issuing
     Lender harmless from and against any and all claims, demands,  liabilities,
     damages,   losses,   costs,  charges  and  expenses  (including  reasonable
     attorneys'  fees) that the  Issuing  Lender may incur or be subject to as a
     consequence,  direct or  indirect,  of (A) the  issuance  of any  Letter of
     Credit or (B) the failure of the Issuing  Lender to honor a drawing under a
     Letter of Credit as a result of any act or  omission,  whether  rightful or
     wrongful,  of any  present  or  future  de jure or de facto  government  or
     governmental   authority  (all  such  acts  or  omissions,   herein  called
     "Government Acts").

          (ii) As between the  Borrower  and the Issuing  Lender,  the  Borrower
     shall  assume all risks of the acts,  omissions  or misuse of any Letter of
     Credit  by  the  beneficiary  thereof.  The  Issuing  Lender  shall  not be
     responsible  for  (except  in the  case of (A),  (B) and (C)  below  if the
     Issuing  Lender  has  actual  knowledge  to the  contrary):  (A) the  form,

     validity,  sufficiency,  accuracy,  genuineness  or  legal  effect  of  any
     document  submitted by any party in connection with the application for and
     issuance of any Letter of Credit,  even if it should in fact prove to be in
     any  or all  respects  invalid,  insufficient,  inaccurate,  fraudulent  or
     forged;  (B) the validity or sufficiency of any instrument  transferring or
     assigning or  purporting  to transfer or assign any Letter of Credit or the
     rights or benefits  thereunder  or proceeds  thereof,  in whole or in part,
     that may prove to be invalid or ineffective for any reason;  (C) failure of
     the  beneficiary  of a Letter of Credit to  comply  fully  with  conditions
     required in order to draw upon a Letter of Credit;  (D) errors,  omissions,
     interruptions  or delays in  transmission  or delivery of any messages,  by
     mail,  cable,  telegraph,  telex or  otherwise,  whether  or not they be in
     cipher;  (E) errors in  interpretation  of technical terms; (F) any loss or
     delay in the transmission or otherwise of any document required in order to
     make a drawing under a Letter of Credit or of the proceeds thereof; and (G)
     any  consequences  arising  from  causes  beyond the control of the Issuing
     Lender,  including,  without  limitation,  any Government Acts. None of the
     above shall affect,  impair, or prevent the vesting of the Issuing Lender's
     rights or powers hereunder.

          (iii)  In  furtherance  and  extension  and not in  limitation  of the
     specific  provisions  hereinabove set forth, any action taken or omitted by
     the Issuing Lender, under or in connection with any Letter of Credit or the
     related certificates,  if taken or omitted in good faith, shall not put the
     Issuing  Lender under any resulting  liability to the Borrower or any other
     Credit Party. It is the intention of the parties that this Credit Agreement
     shall be construed and applied to protect and indemnify the Issuing  Lender
     against  any and all risks  involved  in the  issuance  of the  Letters  of
     Credit,  all of which risks are hereby assumed by the Borrower,  including,
     without  limitation,  any and all risks of the acts or  omissions,  whether
     rightful or wrongful, of any present or future Government Acts. The Issuing
     Lender  shall not,  in any way,  be liable for any  failure by the  Issuing
     Lender or anyone  else to pay any  drawing  under any Letter of Credit as a
     result of any Government  Acts or any other cause beyond the control of the
     Issuing Lender.

          (iv)  Nothing  in  this  subsection  (j)  is  intended  to  limit  the
     reimbursement obligation of the Borrower contained in this Section 2.2. The
     obligations  of the Borrower  under this  subsection  (j) shall survive the
     termination of this Credit Agreement.  No act or omission of any current or
     prior  beneficiary  of a Letter of Credit shall in any way affect or impair
     the rights of the  Issuing  Lender to enforce  any right,  power or benefit
     under this Credit Agreement.

          (v)  Notwithstanding  anything  to  the  contrary  contained  in  this
     subsection  (j), the Borrower  shall have no  obligation  to indemnify  the
     Issuing  Lender in respect of any liability  incurred by the Issuing Lender
     arising  solely out of the gross  negligence  or willful  misconduct of the
     Issuing Lender, as determined by a court of competent jurisdiction. Nothing
     in this Agreement  shall relieve the Issuing Lender of any liability to the
     Borrower in respect of any action taken by the Issuing  Lender which action
     constitutes gross negligence or willful misconduct of the Issuing Lender or
     a  violation  of the UCP or Uniform  Commercial  Code (as  applicable),  as
     determined by a court of competent jurisdiction.

                                   SECTION 3

          GENERAL PROVISIONS APPLICABLE TO LOANS AND LETTERS OF CREDIT

     3.1      Interest.

          (a) Interest  Rate.  All Base Rate Loans shall accrue  interest at the
     Adjusted Base Rate and all  Eurodollar  Loans shall accrue  interest at the
     Adjusted Eurodollar Rate.

          (b) Default  Rate of  Interest.  Upon the  occurrence,  and during the
     continuance,  of an Event of Default,  the  principal of and, to the extent
     permitted  by law,  interest  on the  Loans  and any  other  amounts  owing
     hereunder or under the other Credit Documents (including without limitation
     fees and expenses) shall bear interest,  payable on demand,  at a per annum
     rate equal to 2% plus the rate which would  otherwise be applicable  (or if
     no rate is applicable, then the rate for Revolving Loans that are Base Rate
     Loans plus two percent (2%) per annum).

          (c) Interest  Payments.  Interest on Loans shall be due and payable in
     arrears on each Interest Payment Date. If an Interest Payment Date falls on
     a date which is not a Business  Day,  such  Interest  Payment Date shall be
     deemed to be the next  succeeding  Business Day, except that in the case of
     Eurodollar  Loans where the next succeeding  Business Day falls in the next
     succeeding calendar month, then on the next preceding day.

     3.2 Place and Manner of  Payments.  All  payments of  principal,  interest,
fees,  expenses  and  other  amounts  to be made by a Credit  Party  under  this
Agreement  shall be  received  not later than 2:00 p.m. on the date when due, in
Dollars and in immediately  available funds, by the Administrative  Agent at its
offices in Tampa, Florida.  Payments received after such time shall be deemed to
have been received on the next Business Day. The Borrower  shall, at the time it
makes any payment under this Agreement, specify to the Administrative Agent, the
Loans,  Letters  of  Credit,  fees or  other  amounts  payable  by the  Borrower
hereunder to which such payment is to be applied (and in the event that it fails
to specify,  or if such application would be inconsistent with the terms hereof,
the Administrative  Agent shall, subject to Section 3.7, distribute such payment
to the Lenders in such manner as the Administrative Agent may deem appropriate).
The Administrative Agent will distribute such payments to the applicable Lenders
if any such payment is received prior to 2:00 p.m.; otherwise the Administrative
Agent  will  distribute  such  payment  to the  applicable  Lenders  on the next
succeeding  Business Day.  Whenever any payment  hereunder 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 (subject to accrual of interest and fees for
the period of such extension),  except that in the case of Eurodollar  Loans, if
the extension would cause the payment to be made in the next following  calendar
month,  then such payment shall instead be made on the next  preceding  Business
Day.

     3.3 Prepayments.

          (a) Voluntary Prepayments. The Borrower shall have the right to prepay
     Loans in whole or in part from time to time  without  premium  or  penalty;
     provided,  however,  that (i) Eurodollar Loans may only be prepaid on three
     Business  Days' prior written  notice to the  Administrative  Agent and any
     prepayment  of  Eurodollar  Loans will be subject to Section  3.14 and (ii)
     each such  partial  prepayment  of Loans shall be in the minimum  principal
     amount  of  $5,000,000  and  integral  multiples  of  $1,000,000  in excess
     thereof.

          (b) Mandatory Prepayments.

               (i)  Revolving  Committed  Amount.  If at any time the sum of the
               aggregate   amount  of  Revolving  Loans   outstanding  plus  LOC
               Obligations  outstanding  exceeds the lesser of (x) the Revolving
               Committed Amount and (y) the Borrowing Base Assets,  the Borrower
               shall immediately make a principal payment to the  Administrative
               Agent  in  the  manner  and  in  an  amount  necessary  to  be in
               compliance with Section 2.1.

               (ii) Asset  Dispositions.  Immediately  upon  receipt by a Credit
               Party or any of its  Subsidiaries  of  proceeds  from  any  Asset
               Disposition,  the  Borrower  shall  forward  100% of the Net Cash
               Proceeds of such Asset Disposition to the Lenders as a prepayment
               of the  Loans  (to be  applied  as set  forth in  Section  3.3(c)
               below).

               (iii)  Issuances  of Debt.  Immediately  upon receipt by a Credit
               Party  or any of its  Subsidiaries  of  proceeds  from  any  Debt
               Issuance,  the  Borrower  shall  forward  100%  of the  Net  Cash
               Proceeds of such Debt  Issuance to the Lenders as a prepayment of
               the Loans (to be applied as set forth in Section 3.3(c) below).

               (iv)  Issuances of Equity.  Immediately  upon receipt by a Credit
               Party or any of its  Subsidiaries  of  proceeds  from any  Equity
               Issuance,  the  Borrower  shall  forward  100%  of the  Net  Cash
               Proceeds of such Equity  Issuance to the Lenders as a  prepayment
               of the  Loans  (to be  applied  as set  forth in  Section  3.3(c)
               below).

          (c)  Application  of  Prepayments.  All  amounts  required  to be paid
     pursuant to Section 3.3(b)(i) shall be applied first to Revolving Loans and
     second to a cash  collateral  account in respect  of LOC  Obligations.  All
     amounts required to be paid pursuant to Section 3.3(b)(ii) shall be applied
     first to  Revolving  Loans (with a  reduction  in the  Revolving  Committed
     Amount of 100% of such amounts which, in total,  exceed  $10,000,000 during
     the term of this Credit Agreement) and second, to a cash collateral account
     in respect of LOC Obligations.  All amounts required to be paid pursuant to
     Section  3.3(b)(iii)  shall be applied  first to  Revolving  Loans  (with a
     corresponding  reduction in the Revolving Committed Amount) and second to a
     cash collateral account in respect of LOC Obligations. All amounts required
     to be paid  pursuant  to  Section  3.3(b)(iv)  shall  be  applied  first to
     Revolving Loans (with a reduction in the Revolving  Committed Amount of 50%
     of such amounts) and second to a cash collateral  account in respect of LOC
     Obligations.  Any permanent  reductions in the Revolving  Committed  Amount
     pursuant  to this  Section  3.3(c)  shall  occur  solely  in  multiples  of
     $1,000,000.  Within the  parameters  of the  application  set forth  above,
     prepayments  shall  be  applied  first  to  Base  Rate  Loans  and  then to
     Eurodollar  Loans  in  direct  order of  Interest  Period  maturities.  All
     prepayments hereunder shall be subject to Section 3.14.

     3.4 Fees.

     (a) Commitment  Fees. In  consideration  of the Revolving  Committed Amount
being made available by the Lenders hereunder, the Borrower agrees to pay to the
Administrative  Agent, for the pro rata benefit of each applicable Lender (based
on each Lender's Revolving Loan Commitment Percentage of the Revolving Committed
Amount),  a fee equal to the Commitment Fee Percentage on the Unused  Commitment
(the "Commitment Fees"). The accrued Commitment Fees shall commence to accrue on
the  Effective  Date and shall be due and payable in arrears on each  January 1,
April 1, July 1 and October 1 (as well as on the  Revolving  Loan  Maturity Date
and on any  date  that  the  Revolving  Committed  Amount  is  reduced)  for the
immediately  preceding fiscal quarter (or portion  thereof),  beginning with the
first of such dates to occur after the Closing Date.

     (b) Letter of Credit Fees.

          (i) Letter of Credit Fee. In  consideration of the issuance of Letters
     of Credit  hereunder,  the Borrower agrees to pay to the Issuing Lender for
     the pro rata  benefit of the  applicable  Lenders  (based on each  Lender's
     Revolving Loan Commitment  Percentage of the Revolving Committed Amount), a
     fee (the "Letter of Credit Fee") equal to the Applicable Percentage for the
     Letter of Credit Fee on the average  daily maximum  amount  available to be
     drawn  under each such  Letter of Credit  from the date of  issuance to the
     date of expiration.  The Letter of Credit Fee will be payable in arrears on
     each January 1, April 1, July 1 and October 1 (as well as on the  Revolving
     Loan  Maturity  Date) for the  immediately  preceding  fiscal  quarter  (or
     portion thereof), beginning with the first of such dates to occur after the
     Closing Date.

          (ii)  Issuing  Lender  Fees.  In addition to the Letter of Credit Fees
     payable  pursuant to subsection  (i) above,  the Borrower  shall pay to the
     Issuing Lender for its own account,  without  sharing by the other Lenders,
     (A) a fee equal to one-fourth of one percent  (.25%) per annum on the total
     sum of all Letters of Credit issued by the Issuing  Lender,  such fee to be
     paid  quarterly in arrears 15 days after the end of each fiscal  quarter of
     the Borrower (as well as on the Revolving  Loan Maturity  Date) and (B) the
     customary  charges from time to time to the Issuing Lender for its services
     in   connection   with  the   issuance,   amendment,   payment,   transfer,
     administration,  cancellation  and conversion of, and drawings under,  such
     Letters of Credit (collectively, the "Issuing Lender Fees").

     (c)  Administrative  Fees. The Borrower agrees to pay to the Administrative
Agent, for its own account,  an annual fee as agreed to between the Borrower and
the Administrative Agent in the Fee Letter.

     3.5 Payment in full at Maturity.  On the Revolving  Loan Maturity Date, the
entire  outstanding  principal  balance  of all  Revolving  Loans  and  all  LOC
Obligations,  together with accrued but unpaid interest and all other sums owing
with  respect  thereto,  shall be due and  payable in full,  unless  accelerated
sooner pursuant to Section 9.

     3.6 Computations of Interest and Fees.

     (a) All  computations  of interest and fees hereunder  shall be made on the
basis of the actual  number of days  elapsed  over a year of 360 days.  Interest
shall  accrue  from  and  include  the date of  borrowing  (or  continuation  or
conversion) but exclude the date of payment.

     (b) It is the intent of the  Lenders  and the Credit  Parties to conform to
and contract in strict compliance with applicable usury law from time to time in
effect.  All agreements  between the Lenders and the Borrower are hereby limited
by the  provisions of this  paragraph  which shall override and control all such
agreements,  whether now  existing or hereafter  arising and whether  written or
oral. In no way, nor in any event or  contingency  (including but not limited to
prepayment  or  acceleration  of the  maturity  of any  obligation),  shall  the
interest taken, reserved, contracted for, charged, or received under this Credit
Agreement,  under the Notes or otherwise,  exceed the maximum nonusurious amount
permissible  under applicable law. If, from any possible  construction of any of
the Credit Documents or any other document,  interest would otherwise be payable
in excess of the maximum  nonusurious  amount,  any such  construction  shall be
subject  to the  provisions  of this  paragraph  and  such  documents  shall  be
automatically   reduced  to  the  maximum  nonusurious  amount  permitted  under
applicable  law,  without the  necessity of  execution  of any  amendment or new
document.  If  any  Lender  shall  ever  receive  anything  of  value  which  is
characterized  as interest on the Loans under  applicable  law and which  would,
apart from this provision,  be in excess of the maximum lawful amount, an amount
equal to the amount  which would have been  excessive  interest  shall,  without
penalty,  be applied to the reduction of the principal amount owing on the Loans
and not to the payment of  interest,  or  refunded to the  Borrower or the other
payor  thereof if and to the extent such amount which would have been  excessive
exceeds such unpaid  principal  amount of the Loans. The right to demand payment
of the Loans or any other indebtedness  evidenced by any of the Credit Documents
does not  include  the right to receive  any  interest  which has not  otherwise
accrued on the date of such  demand,  and the Lenders do not intend to charge or
receive any unearned interest in the event of such demand.  All interest paid or
agreed to be paid to the Lenders with respect to the Loans shall,  to the extent

permitted by  applicable  law, be  amortized,  prorated,  allocated,  and spread
throughout  the full stated term  (including  any renewal or  extension)  of the
Loans so that the amount of  interest on account of such  indebtedness  does not
exceed the maximum nonusurious amount permitted by applicable law.

     3.7 Pro Rata Treatment. Except to the extent otherwise provided herein:

     (a) Loans. Each Revolving Loan borrowing  (including,  without  limitation,
each Mandatory Borrowing),  each payment or prepayment of principal of any Loan,
each payment of fees (other than the Issuing Lender Fees retained by the Issuing
Lender  for  its  own  account  and  the  Administrative  Fees  retained  by the
Administrative  Agent for its own  account),  each  reduction  of the  Revolving
Committed Amount, and each conversion or continuation of any Loan, shall (except
as otherwise  provided in Section 3.11) be allocated pro rata among the relevant
Lenders in accordance with the respective Revolving Loan Commitment  Percentages
of such  Lenders  (or, if the  Commitments  of such Lenders have expired or been
terminated,   in  accordance  with  the  respective  principal  amounts  of  the
outstanding Loans and Participation  Interests of such Lenders);  provided that,
if any Lender  shall  have  failed to pay its  applicable  pro rata share of any
Revolving Loan, then any amount to which such Lender would otherwise be entitled
pursuant to this  subsection (a) shall instead be payable to the  Administrative
Agent  until the share of such Loan not funded by such  Lender has been  repaid;
provided  further,  that in the event any amount paid to any Lender  pursuant to
this  subsection  (a)  is  rescinded  or  must  otherwise  be  returned  by  the
Administrative  Agent, each Lender shall, upon the request of the Administrative
Agent, repay to the Administrative Agent the amount so paid to such Lender, with
interest for the period  commencing  on the date such payment is returned by the
Administrative  Agent  until the date the  Administrative  Agent  receives  such
repayment at a rate per annum equal to,  during the period to but  excluding the
date two  Business  Days  after  such  request,  the  Federal  Funds  Rate,  and
thereafter, the Base Rate plus two percent (2%) per annum; and

     (b) Letters of Credit. Each payment of unreimbursed  drawings in respect of
LOC  Obligations  shall  be  allocated  to  each  LOC  Participant  pro  rata in
accordance with its Revolving Loan Commitment Percentage;  provided that, if any
LOC  Participant  shall have failed to pay its  applicable pro rata share of any
drawing  under  any  Letter  of  Credit,  then  any  amount  to  which  such LOC
Participant  would  otherwise be entitled  pursuant to this subsection (b) shall
instead be payable to the Issuing  Lender  until the share of such  unreimbursed
drawing not funded by such Lender has been repaid; provided further, that in the
event any amount paid to any LOC Participant  pursuant to this subsection (b) is
rescinded  or must  otherwise  be  returned  by the  Issuing  Lender,  each  LOC
Participant  shall,  upon  the  request  of the  Issuing  Lender,  repay  to the
Administrative Agent for the account of the Issuing Lender the amount so paid to
such LOC Participant,  with interest for the period  commencing on the date such
payment is  returned  by the Issuing  Lender  until the date the Issuing  Lender
receives  such  repayment at a rate per annum equal to, during the period to but
excluding the date two Business Days after such request, the Federal Funds Rate,
and thereafter, the Base Rate plus two percent (2%) per annum.

     3.8 Sharing of Payments. The Lenders agree among themselves that, except to
the extent otherwise  provided herein, in the event that any Lender shall obtain
payment in respect of any Loan,  unreimbursed  drawing  with  respect to any LOC
Obligations  or any other  obligation  owing to such  Lender  under this  Credit
Agreement  through  the  exercise  of  a  right  of  setoff,  banker's  lien  or
counterclaim, or pursuant to a secured claim under Section 506 of the Bankruptcy
Code or other  security or interest  arising  from,  or in lieu of, such secured
claim,  received by such Lender under any applicable  bankruptcy,  insolvency or
other similar law or otherwise, or by any other means, in excess of its pro rata
share of such  payment as  provided  for in this Credit  Agreement,  such Lender
shall promptly pay in cash or purchase from the other Lenders a participation in
such Loans, LOC  Obligations,  and other  obligations in such amounts,  and make

such other  adjustments from time to time, as shall be equitable to the end that
all Lenders  share such  payment in  accordance  with their  respective  ratable
shares as provided for in this Credit Agreement. The Lenders further agree among
themselves  that if payment to a Lender  obtained  by such  Lender  through  the
exercise of a right of setoff,  banker's  lien,  counterclaim  or other event as
aforesaid  shall be rescinded or must  otherwise be restored,  each Lender which
shall have shared the  benefit of such  payment  shall,  by payment in cash or a
repurchase of a participation theretofore sold, return its share of that benefit
(together with its share of any accrued  interest  payable with respect thereto)
to each Lender whose  payment shall have been  rescinded or otherwise  restored.
The Borrower agrees that any Lender so purchasing  such a participation  may, to
the fullest extent permitted by law,  exercise all rights of payment,  including
setoff,  banker's lien or  counterclaim,  with respect to such  participation as
fully as if such  Lender  were a holder of such Loan,  LOC  Obligation  or other
obligation in the amount of such  participation.  Except as otherwise  expressly
provided in this Credit Agreement, if any Lender or an Agent shall fail to remit
to an Agent or any other  Lender an amount  payable by such Lender or such Agent
to such Agent or such other Lender pursuant to this Credit Agreement on the date
when such amount is due,  such  payments  shall be made  together  with interest
thereon  for each  date  from the date  such  amount  is due until the date such
amount is paid to such Agent or such other  Lender at a rate per annum  equal to
the Federal Funds Rate. If under any applicable bankruptcy,  insolvency or other
similar  law, any Lender  receives a secured  claim in lieu of a setoff to which
this Section 3.8 applies, such Lender shall, to the extent practicable, exercise
its rights in  respect of such  secured  claim in a manner  consistent  with the
rights of the Lenders  under this  Section  3.8 to share in the  benefits of any
recovery on such secured claim.

     3.9 Capital Adequacy.  If, after the date hereof, any Lender has determined
that the adoption or the becoming  effective of, or any change in, or any change
by any Governmental  Authority,  central bank or comparable  agency charged with
the   interpretation  or  administration   thereof  in  the   interpretation  or
administration  of, any  applicable  law, rule or regulation  regarding  capital
adequacy,  or compliance  by such Lender,  or its parent  corporation,  with any
request or directive regarding capital adequacy (whether or not having the force
of law) of any such authority,  central bank or comparable  agency, has or would
have the  effect of  reducing  the rate of return on such  Lender's  (or  parent
corporation's)  capital  or  assets  as a  consequence  of  its  commitments  or
obligations  hereunder  to a level below that which such  Lender,  or its parent
corporation, could have achieved but for such adoption, effectiveness, change or
compliance (taking into  consideration  such Lender's (or parent  corporation's)
policies with respect to capital  adequacy),  then, upon notice from such Lender
to the  Borrower,  the  Borrower  shall be  obligated to pay to such Lender such
additional  amount or amounts as will  compensate  such  Lender on an  after-tax
basis (after taking into account applicable deductions and credits in respect of
the amount  indemnified)  for such  reduction.  Each  determination  by any such
Lender of amounts owing under this Section  shall,  absent  manifest  error,  be
conclusive  and binding on the parties  hereto.  This covenant shall survive the
termination of this Credit  Agreement and the payment of the Loans and all other
amounts payable hereunder.

     3.10 Inability To Determine Interest Rate. If prior to the first day of any
Interest Period,  the  Administrative  Agent shall have determined in good faith
(which determination shall be conclusive and binding upon the Borrower) that, by
reason of circumstances  affecting the relevant market,  adequate and reasonable
means do not  exist  for  ascertaining  the  Eurodollar  Rate for such  Interest
Period,  the  Administrative  Agent  shall give  telecopy or  telephonic  notice
thereof to the Borrower and the Lenders as soon as practicable  thereafter,  and
will also give prompt  written  notice to the Borrower  when such  conditions no
longer exist.  If such notice is given (a) any Eurodollar  Loans requested to be
made on the first day of such Interest  Period shall be made as Base Rate Loans,
(b) any Loans that were to have been converted on the first day of such Interest
Period to or continued as Eurodollar Loans shall be converted to or continued as
Base Rate Loans and (c) any outstanding Eurodollar Loans shall be converted,  on
the first day of such Interest Period, to Base Rate Loans. Until such notice has
been  withdrawn  by the Agent,  no  further  Eurodollar  Loans  shall be made or
continued as such,  nor shall the  Borrower  have the right to convert Base Rate
Loans to Eurodollar Loans.

     3.11  Illegality.  Notwithstanding  any  other  provision  herein,  if  the
adoption of or any change in any Requirement of Law or in the  interpretation or
application  thereof occurring after the Closing Date shall make it unlawful for
any Lender to make or maintain  Eurodollar  Loans as contemplated by this Credit
Agreement,   (a)  such  Lender  shall  promptly  give  written  notice  of  such
circumstances to the Borrower and the  Administrative  Agent (which notice shall
be withdrawn whenever such circumstances no longer exist), (b) the commitment of
such Lender  hereunder to make Eurodollar  Loans,  continue  Eurodollar Loans as
such and  convert  a Base Rate  Loan to  Eurodollar  Loans  shall  forthwith  be
canceled and,  until such time as it shall no longer be unlawful for such Lender
to make or maintain  Eurodollar  Loans, such Lender shall then have a commitment
only to make a Base Rate Loan when a Eurodollar  Loan is requested  and (c) such
Lender's Loans then outstanding as Eurodollar  Loans, if any, shall be converted
automatically to Base Rate Loans on the respective last days or the then current
Interest  Periods with  respect to such Loans or within such  earlier  period as
required by law. If any such  conversion  of a  Eurodollar  Loan occurs on a day
which is not the  last day of the then  current  Interest  Period  with  respect
thereto,  the Borrower shall pay to such Lender such amounts,  if any, as may be
required pursuant to Section 3.14.

     3.12  Requirements  of  Law.  If  the  adoption  of or  any  change  in any
Requirement of Law or in the interpretation or application thereof applicable to
any Lender,  or compliance by any Lender with any request or directive  (whether
or not  having  the force of law) from any  central  bank or other  Governmental
Authority,  in each case made subsequent to the Closing Date (or, if later,  the
date on which such Lender becomes a Lender):

     (a)  shall  subject  such  Lender  to any tax of any kind  whatsoever  with
respect  to any  Letter  of  Credit,  any  Eurodollar  Loans  made  by it or its
obligation to make Eurodollar Loans, or change the basis of taxation of payments
to such Lender in respect  thereof  (except for  Non-Excluded  Taxes  covered by
Section  3.13  (including  Non-Excluded  Taxes  imposed  solely by reason of any
failure of such Lender to comply with its obligations under Section 3.13(b)) and
changes  in taxes  measured  by or  imposed  upon the  overall  net  income,  or
franchise  tax (imposed in lieu of such net income  tax),  of such Lender or its
applicable lending office, branch, or any affiliate thereof);

     (b) shall impose,  modify or hold applicable any reserve,  special deposit,
compulsory loan or similar requirement against assets held by, deposits or other
liabilities  in or for the account of,  advances,  loans or other  extensions of
credit by, or any other acquisition of funds by, any office of such Lender which
is not otherwise included in the determination of the Eurodollar Rate hereunder;
or

     (c) shall impose on such Lender any other  condition  (excluding any tax of
any kind whatsoever);

     and the  result of any of the  foregoing  is to  increase  the cost to such
Lender,  by an  amount  which  such  Lender  deems to be  material,  of  making,
converting  into,  continuing  or  maintaining  Eurodollar  Loans or  issuing or
participating in Letters of Credit or to reduce any amount receivable  hereunder
in respect  thereof,  then,  in any such case,  upon notice to the Borrower from
such Lender,  through the Agent, in accordance  herewith,  the Borrower shall be
obligated to promptly pay such Lender,  upon its demand,  any additional amounts
necessary to  compensate  such Lender on an after-tax  basis (after  taking into
account applicable  deductions and credits in respect of the amount indemnified)
for such increased cost or reduced amount receivable, provided that, in any such
case, the Borrower may elect to convert the Eurodollar Loans made by such Lender
hereunder  to Base Rate  Loans by giving the  Administrative  Agent at least one
Business  Day's  notice  of such  election,  in which  case the  Borrower  shall
promptly pay to such Lender, upon demand, without duplication,  such amounts, if
any, as may be required pursuant to Section 3.14. If any Lender becomes entitled
to claim any additional  amounts pursuant to this Section 3.12, it shall provide
prompt  notice  thereof  to the  Borrower,  through  the  Administrative  Agent,
certifying  (x)  that  one of the  events  described  in this  Section  3.12 has
occurred and describing in reasonable detail the nature of such event, (y) as to

the increased cost or reduced amount resulting from such event and (z) as to the
additional amount demanded by such Lender and a reasonably detailed  explanation
of the  calculation  thereof.  Such a certificate as to any  additional  amounts
payable  pursuant to this  Section 3.12  submitted  by such Lender,  through the
Administrative  Agent,  to the Borrower  shall be conclusive  and binding on the
parties hereto in the absence of manifest error. This covenant shall survive the
termination of this Credit  Agreement and the payment of the Loans and all other
amounts payable hereunder.

     3.13 Taxes.

     (a) Except as provided below in this Section 3.13, all payments made by the
Borrower under this Credit  Agreement and any Notes shall be made free and clear
of, and without  deduction or  withholding  for or on account of, any present or
future income, stamp or other taxes, levies,  imposts,  duties,  charges,  fees,
deductions  or  withholdings,  now  or  hereafter  imposed,  levied,  collected,
withheld  or  assessed  by any  court,  or  governmental  body,  agency or other
official,  excluding taxes measured by or imposed upon the overall net income of
any Lender or its applicable lending office, or any branch or affiliate thereof,
and all franchise taxes,  branch taxes,  taxes on doing business or taxes on the
overall capital or net worth of any Lender or its applicable  lending office, or
any  branch or  affiliate  thereof,  in each case  imposed in lieu of net income
taxes: (i) by the jurisdiction  under the laws of which such Lender,  applicable
lending office,  branch or affiliate is organized or is located, or in which its
principal  executive  office  is  located,  or  any  nation  within  which  such
jurisdiction is located or any political  subdivision thereof; or (ii) by reason
of any connection  between the  jurisdiction  imposing such tax and such Lender,
applicable  lending office,  branch or affiliate other than a connection arising
solely from such Lender having executed, delivered or performed its obligations,
or received  payment under or enforced,  this Credit  Agreement or any Notes. If
any such non-excluded taxes, levies, imposts,  duties, charges, fees, deductions
or  withholdings  ("Non-Excluded  Taxes") are  required to be withheld  from any
amounts payable to an Agent or any Lender  hereunder or under any Notes, (A) the
amounts so payable to an Agent or such Lender  shall be  increased to the extent
necessary to yield to an Agent or such Lender (after payment of all Non-Excluded
Taxes) interest or any such other amounts  payable  hereunder at the rates or in
the amounts specified in this Credit Agreement and any Notes, provided, however,
that the  Borrower  shall be entitled to deduct and  withhold  any  Non-Excluded
Taxes and shall not be  required  to increase  any such  amounts  payable to any
Lender that is not organized under the laws of the United States of America or a
state thereof if such Lender fails to comply with the  requirements of paragraph
(b) of this Section  3.13  whenever  any  Non-Excluded  Taxes are payable by the
Borrower,  and (B) as promptly as possible  after  requested the Borrower  shall
send to such Agent for its own account or for the account of such Lender, as the
case may be, a certified copy of an original  official  receipt  received by the
Borrower showing payment thereof.  If the Borrower fails to pay any Non-Excluded
Taxes  when due to the  appropriate  taxing  authority  or fails to remit to the
Administrative  Agent  the  required  receipts  or  other  required  documentary
evidence,  the  Borrower  shall  indemnify  the  Agents  and any  Lender for any
incremental taxes,  interest or penalties that may become payable by an Agent or
any Lender as a result of any such failure.  The  agreements in this  subsection
shall survive the  termination  of this Credit  Agreement and the payment of the
Loans and all other amounts payable hereunder.

     (b) Each  Lender  that is not  incorporated  under  the laws of the  United
States of America or a state thereof shall:

          (i) (A) on or before  the date of any  payment by the  Borrower  under
     this Credit Agreement or Notes to such Lender,  deliver to the Borrower and
     the  Administrative  Agent (x) two duly  completed  copies of United States

     Internal  Revenue Service Form 1001 or 4224, or successor  applicable form,
     as the case may be,  certifying  that it is  entitled  to receive  payments
     under this Credit Agreement and any Notes without  deduction or withholding
     of any United  States  federal  income  taxes and (y) an  Internal  Revenue
     Service Form W-8 or W-9, or successor  applicable form, as the case may be,
     certifying  that it is entitled to an exemption  from United  States backup
     withholding tax;

          (B) deliver to the Borrower and the  Administrative  Agent two further
     copies of any such  form or  certification  on or before  the date that any
     such  form or  certification  expires  or  becomes  obsolete  and after the
     occurrence  of any  event  requiring  a  change  in the  most  recent  form
     previously delivered by it to the Borrower; and

          (C) obtain such  extensions of time for filing and complete such forms
     or  certifications  as may  reasonably  be requested by the Borrower or the
     Administrative Agent; or

     (ii) in the case of any such Lender that is not a "bank" within the meaning
of Section  881(c)(3)(A)  of the Internal  Revenue  Code,  (A)  represent to the
Borrower  (for the benefit of the Borrower and the Agents) that it is not a bank
within the meaning of Section  881(c)(3)(A)  of the Internal  Revenue Code,  (B)
agree to furnish to the  Borrower,  on or before the date of any  payment by the
Borrower,  with a copy to the  Administrative  Agent,  two accurate and complete
original  signed  copies of Internal  Revenue  Service  Form W-8,  or  successor
applicable  form  certifying to such Lender's  legal  entitlement at the date of
such certificate to an exemption from U.S.  withholding tax under the provisions
of Section  881(c) of the  Internal  Revenue Code with respect to payments to be
made under this Credit  Agreement  and any Notes (and to deliver to the Borrower
and the  Administrative  Agent two further  copies of such form on or before the
date it  expires  or  becomes  obsolete  and after the  occurrence  of any event
requiring a change in the most recently provided form and, if necessary,  obtain
any   extensions   of  time   reasonably   requested  by  the  Borrower  or  the
Administrative  Agent for filing and completing  such forms),  and (C) agree, to
the extent legally  entitled to do so, upon reasonable  request by the Borrower,
to provide to the Borrower (for the benefit of the Borrower and the Agents) such
other  forms as may be  reasonably  required  in order to  establish  the  legal
entitlement  of such Lender to an  exemption  from  withholding  with respect to
payments under this Credit Agreement and any Notes.

     Notwithstanding  the above, if any change in treaty,  law or regulation has
occurred after the date such Person becomes a Lender hereunder which renders all
such forms  inapplicable or which would prevent such Lender from duly completing
and  delivering  any such form with respect to it and such Lender so advises the
Borrower and the Administrative Agent then such Lender shall be exempt from such
requirements.  Each  Person  that shall  become a Lender or a  participant  of a
Lender  pursuant to Section 11.3 shall,  upon the  effectiveness  of the related
transfer, be required to provide all of the forms, certifications and statements
required  pursuant  to this  subsection  (b);  provided  that  in the  case of a
participant  of a  Lender,  the  obligations  of such  participant  of a  Lender
pursuant to this  subsection (b) shall be determined as if the  participant of a
Lender were a Lender except that such  participant of a Lender shall furnish all
such required forms,  certifications and statements to the Lender from which the
related participation shall have been purchased.

          (c) In connection  with this  transaction  there may or may not be due
     certain  documentary  stamp taxes and/or  intangible  taxes  imposed by the
     State  of  Florida  (the  "Florida  Taxes").  In  addition  to (and  not in

     limitation  of) the  indemnification  with respect to tax  liabilities  set
     forth above,  the Borrower  agrees to indemnify the Agents and each Lender,
     their  directors,  officers,  agents and employees from and against any and
     all liability,  damage,  loss,  cost,  expense or reasonable  attorney fees
     which  may  accrue  to or be  sustained  by an  Agent,  a  Lender  or their
     directors,  officers, agents or employees on account of or arising from any
     claim  or  action  raised  by,  filed or  brought  by or in the name of any
     Florida   governmental  or   administrative   department  with  respect  to
     non-payment  of the Florida  Taxes  against an Agent,  a Lender,  or any of
     their directors, officers, agents or employees.

     3.14 Indemnity.  The Borrower promises to indemnify each Lender and to hold
each Lender  harmless  from any loss or expense which such Lender may sustain or
incur as a consequence  of (a) default by the Borrower in making a borrowing of,
conversion into or continuation of Eurodollar Loans after the Borrower has given
a notice  requesting  the same in accordance  with the provisions of this Credit
Agreement,  (b) default by the Borrower in making any prepayment of a Eurodollar
Loan  after the  Borrower  has given a notice  thereof  in  accordance  with the
provisions  of this  Credit  Agreement  and (c) the  making of a  prepayment  of
Eurodollar  Loans on a day which is not the last day of an Interest  Period with
respect  thereto.  Such  indemnification  may include an amount equal to (i) the
amount of interest which would have accrued on the amount so prepaid,  or not so
borrowed,  converted  or  continued,  for  the  period  from  the  date  of such
prepayment or of such failure to borrow,  convert or continue to the last day of
the applicable Interest Period (or, in the case of a failure to borrow,  convert
or continue,  the Interest  Period that would have commenced on the date of such
failure) in each case at the  applicable  rate of interest  for such  Eurodollar
Loans  provided  for  herein  (excluding,  however,  the  Applicable  Percentage
included  therein,  if any)  minus (ii) the amount of  interest  (as  reasonably
determined  by such  Lender)  which  would have  accrued to such  Lender on such
amount by placing  such amount on deposit for a  comparable  period with leading
banks in the interbank  Eurodollar  market. The agreements in this Section shall
survive the  termination  of this Credit  Agreement and the payment of the Loans
and all other amounts payable hereunder.

                                    SECTION 4

                                    GUARANTY

     4.1  Guaranty  of  Payment.  Subject  to  Section  4.7  below,  each of the
Guarantors  hereby,  jointly and severally,  unconditionally  guarantees to each
Lender,  each  Affiliate of Lender that enters into a Hedging  Agreement and the
Agents the  prompt  payment of the  Credit  Party  Obligations  in full when due
(whether at stated  maturity,  as a mandatory  prepayment,  by  acceleration  or
otherwise). The Guarantors additionally, jointly and severally,  unconditionally
guarantee to each Lender,  each Affiliate of a Lender that enters into a Hedging
Agreement and the Agents the timely  performance of all other  obligations under
the Credit Documents and the Hedging Agreements.  This Guaranty is a guaranty of
payment and not of  collection  and is a continuing  guaranty and shall apply to
all Credit Party Obligations whenever arising.

     4.2 Obligations Unconditional.  The obligations of the Guarantors hereunder
are  absolute  and  unconditional,   irrespective  of  the  value,  genuineness,
validity,  regularity or  enforceability  of any of the Credit  Documents or the
Hedging Agreements, or any other agreement or instrument referred to therein, to
the fullest  extent  permitted  by  applicable  law,  irrespective  of any other

circumstance  whatsoever  which might otherwise  constitute a legal or equitable
discharge or defense of a surety or guarantor.  Each Guarantor  agrees that this
Guaranty  may be enforced by the Lenders  without the  necessity  at any time of
resorting to or  exhausting  any other  security or  collateral  and without the
necessity at any time of having recourse to the Notes or any other of the Credit
Documents  or any  collateral,  if any,  hereafter  securing  the  Credit  Party
Obligations or otherwise and each  Guarantor  hereby waives the right to require
the Lenders to proceed  against the  Borrower or any other  Person  (including a
co-guarantor)  or to require the  Lenders to pursue any other  remedy or enforce
any other right.  Each  Guarantor  further agrees that it shall have no right of
subrogation,  indemnity,  reimbursement or contribution  against the Borrower or
any other Guarantor of the Credit Party  Obligations for amounts paid under this
Guaranty until such time as the Lenders (and any Affiliates of Lenders  entering
into  Hedging  Agreements)  have been paid in full,  all  Commitments  under the
Credit  Agreement have been terminated and no Person or  Governmental  Authority
shall have any right to request  any return or  reimbursement  of funds from the
Lenders in connection  with monies  received  under the Credit  Documents.  Each
Guarantor further agrees that nothing contained herein shall prevent the Lenders
from  suing on the  Notes or any of the  other  Credit  Documents  or any of the
Hedging  Agreements  or  foreclosing  its  security  interest  in or Lien on any
collateral, if any, securing the Credit Party Obligations or from exercising any
other rights available to it under this Credit  Agreement,  the Notes, any other
of the Credit  Documents,  or any other instrument of security,  if any, and the
exercise of any of the aforesaid  rights and the  completion of any  foreclosure
proceedings  shall  not  constitute  a  discharge  of  any  of  any  Guarantor's
obligations  hereunder;  it being the purpose and intent of each  Guarantor that
its obligations hereunder shall be absolute, independent and unconditional under
any and all  circumstances.  Neither  any  Guarantor's  obligations  under  this
Guaranty nor any remedy for the enforcement thereof shall be impaired, modified,
changed or released in any manner  whatsoever  by an  impairment,  modification,
change,  release or  limitation of the liability of the Borrower or by reason of
the bankruptcy or insolvency of the Borrower.  Each Guarantor waives any and all
notice of the creation, renewal, extension or accrual of any of the Credit Party
Obligations  and  notice of or proof of  reliance  of by any Agent or any Lender
upon  this  Guarantee  or  acceptance  of  this  Guarantee.   The  Credit  Party
Obligations, and any of them, shall conclusively be deemed to have been created,
contracted or incurred,  or renewed,  extended,  amended or waived,  in reliance
upon  this  Guarantee.  All  dealings  between  the  Borrower  and  any  of  the
Guarantors,  on the one hand, and the Agents and the Lenders, on the other hand,
likewise  shall be  conclusively  presumed  to have been had or  consummated  in
reliance upon this Guarantee.

     4.3  Modifications.  Each Guarantor  agrees that (a) all or any part of the
security now or hereafter held for the Credit Party Obligations,  if any, may be
exchanged,  compromised or surrendered  from time to time; (b) the Lenders shall
not have any obligation to protect,  perfect, secure or insure any such security
interests,  liens or encumbrances  now or hereafter held, if any, for the Credit
Party  Obligations or the properties  subject thereto;  (c) the time or place of
payment of the Credit Party Obligations may be changed or extended,  in whole or
in part, to a time certain or otherwise,  and may be renewed or accelerated,  in
whole or in part;  (d) the Borrower and any other party liable for payment under
the  Credit  Documents  may be  granted  indulgences  generally;  (e) any of the
provisions  of the Notes or any of the other Credit  Documents  may be modified,
amended or waived;  (f) any party  (including any  co-guarantor)  liable for the
payment thereof may be granted  indulgences or be released;  and (g) any deposit
balance for the credit of the Borrower or any other party liable for the payment
of the Credit  Party  Obligations  or liable upon any  security  therefor may be
released,  in whole or in part,  at,  before or after the  stated,  extended  or
accelerated  maturity of the Credit Party Obligations,  all without notice to or
further   assent  by  such   Guarantor,   which  shall  remain  bound   thereon,
notwithstanding any such exchange,  compromise,  surrender,  extension, renewal,
acceleration, modification, indulgence or release.

     4.4 Waiver of Rights. Each Guarantor expressly waives to the fullest extent
permitted by  applicable  law: (a) notice of  acceptance of this Guaranty by the
Lenders and of all  extensions  of credit to the  Borrower by the  Lenders;  (b)
presentment  and demand for payment or  performance  of any of the Credit  Party
Obligations;  (c)  protest  and  notice of  dishonor  or of  default  (except as
specifically  required in the Credit Agreement) with respect to the Credit Party

Obligations or with respect to any security therefor;  (d) notice of the Lenders
obtaining,  amending,  substituting  for,  releasing,  waiving or modifying  any
security  interest,  lien or encumbrance,  if any, hereafter securing the Credit
Party Obligations, or the Lenders' subordinating,  compromising,  discharging or
releasing such security interests, liens or encumbrances,  if any; (e) all other
notices to which such Guarantor might otherwise be entitled;  and (f) demand for
payment under this Guaranty.

     4.5  Reinstatement.  The obligations of the Guarantors under this Section 4
shall be  automatically  reinstated if and to the extent that for any reason any
payment by or on behalf of any Person in respect of the Credit Party Obligations
is rescinded  or must be  otherwise  restored by any holder of any of the Credit
Party  Obligations,  whether as a result of any  proceedings  in  bankruptcy  or
reorganization  or otherwise,  and each Guarantor  agrees that it will indemnify
the  Agents  and each  Lender on demand for all  reasonable  costs and  expenses
(including, without limitation, reasonable fees of counsel) incurred by an Agent
or such Lender in connection with such rescission or restoration,  including any
such costs and expenses  incurred in defending  against any claim  alleging that
such payment  constituted a preference,  fraudulent  transfer or similar payment
under any bankruptcy, insolvency or similar law.

     4.6 Remedies. The Guarantors agree that, as between the Guarantors,  on the
one hand,  and the Agents and the Lenders,  on the other hand,  the Credit Party
Obligations  may be  declared  to be  forthwith  due and  payable as provided in
Section 9 (and shall be deemed to have become  automatically  due and payable in
the circumstances provided in Section 9) notwithstanding any stay, injunction or
other  prohibition  preventing such declaration (or preventing such Credit Party
Obligations  from becoming  automatically  due and payable) as against any other
Person  and  that,  in the  event  of such  declaration  (or such  Credit  Party
Obligations  being deemed to have become  automatically  due and payable),  such
Credit Party  Obligations  (whether or not due and payable by any other  Person)
shall  forthwith  become  due and  payable  by the  Guarantors.  The  Guarantors
acknowledge and agree that their obligations hereunder are secured in accordance
with the terms of the Security Agreements and the other Collateral Documents and
that the Lenders may exercise their remedies  thereunder in accordance  with the
terms thereof.

     4.7 Limitation of Guaranty.  Notwithstanding  any provision to the contrary
contained  herein or in any of the other  Credit  Documents,  to the  extent the
obligations of any Guarantor shall be adjudicated to be invalid or unenforceable
for any reason (including,  without limitation,  because of any applicable state
or federal  law  relating  to  fraudulent  conveyances  or  transfers)  then the
obligations of such Guarantor  hereunder  shall be limited to the maximum amount
that  is  permissible  under  applicable  law  (whether  federal  or  state  and
including, without limitation, the Bankruptcy Code).

                                    SECTION 5

                              CONDITIONS PRECEDENT

     5.1 Closing  Conditions.  The  obligation of the Lenders to enter into this
Credit  Agreement  and make the  initial  Extension  of  Credit  is  subject  to
satisfaction of the following conditions:

          (a) Executed Credit Documents.  Receipt by the Agents of duly executed
     copies of: (i) this Credit Agreement;  (ii) the Notes; (iii) the Collateral
     Documents and (iv) all other Credit  Documents,  each in form and substance
     reasonably acceptable to the Agents in their sole discretion.

          (b) Corporate Documents. Receipt by the Agents of the following:

               (i) Charter Documents.  Copies of the articles or certificates of
          incorporation  or  other  charter   documents  of  each  Credit  Party
          certified  to  be  true  and  complete  as of a  recent  date  by  the
          appropriate  Governmental Authority of the state or other jurisdiction
          of  its  incorporation  and  certified  by a  secretary  or  assistant

          secretary  of such  Credit  Party  to be true  and  correct  as of the
          Effective Date.

               (ii) Bylaws.  A copy of the bylaws of each Credit Party certified
          by a secretary or assistant  secretary of such Credit Party to be true
          and correct as of the Effective Date.

               (iii)  Resolutions.   Copies  of  resolutions  of  the  Board  of
          Directors  of each Credit  Party  approving  and  adopting  the Credit
          Documents  to  which  it is a  party,  the  transactions  contemplated
          therein and authorizing execution and delivery thereof, certified by a
          secretary or  assistant  secretary of such Credit Party to be true and
          correct and in force and effect as of the Effective Date.

               (iv) Good Standing.  Copies of (A) certificates of good standing,
          existence  or  its  equivalent  with  respect  to  each  Credit  Party
          certified  as  of  a  recent  date  by  the  appropriate  Governmental
          Authorities of the state or other  jurisdiction of  incorporation  and
          each other  jurisdiction  in which the failure to so qualify and be in
          good standing would have a Material  Adverse Effect on the business or
          operations  of a  Credit  Party  in such  jurisdiction  and (B) to the
          extent available,  a certificate  indicating  payment of all corporate
          franchise  taxes  certified  as of a  recent  date by the  appropriate
          governmental taxing authorities.

               (v)  Incumbency.  An incumbency  certificate of each Credit Party
          certified by a secretary or assistant secretary to be true and correct
          as of the Effective Date.

     (c) Financial Statements.  Receipt by the Agents and the Lenders of (i) the
consolidated  financial  statements  of the Credit  Parties  for the year ending
January 28, 1996,  including  balance sheets and income and cash flow statements
audited by Deloitte & Touche LLP and containing an  unqualified  opinion of such
firm  that  such  statements  present  fairly,  in all  material  respects,  the
consolidated financial position and results of operations of the Credit Parties,
and are prepared in conformity with GAAP and (ii) monthly  financial  statements
prepared by the Borrower for February 1996, March 1996 and April 1996.

     (d)  Opinion of Counsel.  Receipt by the Agents of an opinion,  or opinions
(which shall cover, among other things, authority,  legality,  validity, binding
effect,  enforceability  and  attachment  and  perfection of liens),  reasonably
satisfactory to the Agents, addressed to the Agents on behalf of the Lenders and
dated as of the Effective Date, from legal counsel to the Credit Parties.

     (e) Examination.  Receipt by the Agents of an independent  examination,  in
form and  substance  reasonably  satisfactory  to the  Agents,  of the  accounts
receivable, inventory, payables, controls and systems of the Credit Parties.

     (f) Personal Property Collateral. The Collateral Agent shall have received,
in form and substance reasonably satisfactory to the Collateral Agent:

          (i)  searches  of  Uniform  Commercial  Code  ("UCC")  filings  in the
          jurisdiction  of the chief  executive  office of each Credit Party and
          each  jurisdiction  where any  Collateral is located or where a filing
          would  need to be made in  order  to  perfect  the  Lenders'  security
          interest in the Collateral, copies of the financing statements on file
          in such  jurisdictions  and  evidence  that no Liens  exist other than
          Permitted Liens;

          (ii) duly  executed  UCC  financing  statements  for each  appropriate
          jurisdiction  as  is  necessary,   in  the  Collateral   Agent's  sole
          discretion,   to  perfect  the  Lenders'   security  interest  in  the
          Collateral;

          (iii)   searches  of  ownership  of   intellectual   property  in  the
          appropriate  governmental offices and such  patent/trademark/copyright
          filings as requested by the  Collateral  Agent in order to perfect the
          Collateral Agent's security interest in the Collateral;

          (iv) all  stock  certificates  evidencing  the  stock  pledged  to the
          Collateral Agent pursuant to the Pledge Agreements, together with duly
          executed in blank undated stock powers attached thereto;

          (v) all  instruments  and chattel paper in the  possession of a Credit
          Party, as required by the Security Agreements,  together with allonges
          or  assignments  as may be  necessary  or  appropriate  to perfect the
          Lenders' security interest in the Collateral; and

          (vi) at the request of the  Collateral  Agent,  copies of the Assigned
          Agreements,  together with assignments and third party consents as may
          be necessary or appropriate to perfect the Lenders'  security interest
          in such Assigned Contracts.

     (g) Real Property Collateral.  The Collateral Agent shall have received, in
form and substance reasonably satisfactory to the Collateral Agent:

          (i) fully executed and notarized mortgages, deeds of trust or deeds to
          secure  debt (each a  "Mortgage"  and  collectively  the  "Mortgages")
          encumbering  the fee  interest  of the  Credit  Parties  in each  real
          property  asset owned by a Credit  Party set forth on Schedule  5.1(g)
          (each  a  "Mortgaged   Property"  and   collectively   the  "Mortgaged
          Properties"),  together  with such UCC-1  financing  statements as the
          Collateral  Agent  shall deem  appropriate  with  respect to each such
          Mortgaged Property;

          (ii) fully executed and notarized  mortgages,  deeds of trust or deeds
          to secure  debt (each a  "Leasehold  Mortgage"  and  collectively  the
          "Leasehold  Mortgages")  encumbering the leasehold  interest of any of
          the Credit  Parties  in each  leasehold  estate set forth on  Schedule
          5.1(h) (each a "Leasehold  Mortgaged  Property" and  collectively  the
          "Leasehold Mortgaged Properties"),  together with such UCC-1 financing
          statements (or equivalent  instruments) as the Collateral  Agent shall
          deem appropriate with respect to such Leasehold  Mortgaged  Properties
          and evidence that each leasehold  estate set forth on Schedule  5.1(h)
          is in the name of a Credit Party;  provided that the Collateral  Agent
          shall not file any  Leasehold  Mortgage  unless (A) the consent of the
          landlord to such Leasehold Mortgaged Property has been received or (B)
          it would not violate the lease applicable to such Leasehold Mortgage;

          (iii) an  opinion  of  counsel  in the state in which  each  Mortgaged
          Property and Leasehold  Mortgaged  Property is located with respect to
          the  enforceability of the form of Mortgage or Leasehold  Mortgage and
          sufficiency of the form of UCC-1  financing  statements to be recorded
          or filed in such state and such other matters as the Collateral  Agent
          may request,  in form and  substance  reasonably  satisfactory  to the
          Collateral Agent; and

          (iv) ALTA or other appropriate form mortgagee title insurance policies
          (the  "Mortgage  Policies")  issued  by  a  title  insurer  reasonably
          satisfactory to the Collateral Agent (the "Title Insurance  Company"),
          in an amount  reasonably  satisfactory  to the  Collateral  Agent with
          respect to each Mortgaged Property, assuring the Collateral Agent that
          the applicable  Mortgages create valid and enforceable  first priority
          mortgage liens on the respective Mortgaged Properties,  free and clear
          of all defects and encumbrances  except Permitted Liens which Mortgage
          Policies shall be in form and substance reasonably satisfactory to the
          Collateral  Agent  and  containing  such   endorsements  as  shall  be
          reasonably  satisfactory  to the  Collateral  Agent  and for any other
          matters  that  the  Collateral   Agent  may  request,   and  providing
          affirmative insurance and such reinsurance as the Collateral Agent may
          request,  all  of the  foregoing  in  form  and  substance  reasonably
          satisfactory to the Agents.

     (h)  Evidence of  Insurance.  Receipt by the Agents of copies of  insurance
policies or certificates of insurance of the Credit Parties evidencing liability
and  casualty  insurance  meeting  the  requirements  set  forth  in the  Credit
Documents,  including,  but not limited to, naming the Collateral  Agent as sole
loss payee on behalf of the Lenders.

     (i) Material  Adverse Effect.  There shall not have occurred a change since
January 28, 1996 that has had or could reasonably be expected to have a Material
Adverse Effect (other than one-time  restructuring  charges taken not later than
the second fiscal  quarter of 1996 and not to exceed an aggregate  amount of $55
million).

     (j)  Litigation.  There shall not exist any pending or  threatened  action,
suit,  investigation  or  proceeding  against  a  Credit  Party  or any of their
Subsidiaries  that would have or would reasonably be expected to have a Material
Adverse Effect.

     (k) Officer's Certificates. The Agents shall have received a certificate or
certificates  executed by the chief financial  officer of the Borrower on behalf
of the Borrower as of the Effective  Date stating that (i) the Borrower and each
of the  Borrower's  Subsidiaries  are in compliance  with all existing  material
financial  obligations,  (ii) no action,  suit,  investigation  or proceeding is
pending or  threatened  in any court or before any  arbitrator  or  governmental
instrumentality  that  purports to effect the  Borrower,  any of the  Borrower's
Subsidiaries or any transaction  contemplated by the Credit  Documents,  if such
action,  suit,  investigation  or  proceeding  could have or could be reasonably
expected to have a Material Adverse Effect,  (iii) the financial  statements and
information delivered pursuant to Section 5.1(c) were prepared in good faith and
using reasonable  assumptions and (iv)  immediately  after giving effect to this
Credit   Agreement,   the  other  Credit  Documents  and  all  the  transactions
contemplated  therein to occur on such date,  (A) the  Borrower  and each of the
Borrower's  Subsidiaries is Solvent,  (B) no Default or Event of Default exists,
(C) all representations and warranties  contained herein and in the other Credit
Documents  are true and  correct in all  material  respects,  and (D) the Credit
Parties are in  compliance  with each of the  financial  covenants  set forth in
Section 7.2.

     (l) Fees and Expenses.  Payment by the Credit Parties of (i) an upfront fee
of .25% of the Revolving Loan Commitment to be shared pro rata among the Lenders
and (ii) all other fees and expenses owed by them to the Lenders and the Agents,
including,  without  limitation,  payment to the Agents of the fees set forth in
the Fee Letter.

     (m) Borrowing  Base Report.  A Borrowing Base Report in the form of Exhibit
7.1(c), dated as of April 30, 1996.

     (n) Other.  Receipt by the  Lenders of such other  documents,  instruments,
agreements  or  information  as reasonably  and timely  requested by any Lender,
including,   but  not  limited  to,  information  regarding   litigation,   tax,
accounting,  labor, insurance, pension liabilities (actual or contingent),  real
estate leases,  material  contracts,  debt  agreements,  property  ownership and
contingent liabilities of the Borrower and its Subsidiaries.

     5.2 Conditions to All  Extensions of Credit.  In addition to the conditions
precedent  stated elsewhere  herein,  the Lenders shall not be obligated to make
Loans nor shall an  Issuing  Lender be  required  to issue or extend a Letter of
Credit unless:

     (a) Notice.  The Borrower  shall have  delivered (i) in the case of any new
Revolving Loan, a Notice of Borrowing,  duly executed and completed, by the time
specified  in  Section  2.1 and (ii) in the case of any  Letter of  Credit,  the
Issuing  Lender  shall have  received an  appropriate  request  for  issuance in
accordance with the provisions of Section 2.2;

     (b) Representations and Warranties. The representations and warranties made
by the  Credit  Parties  in any  Credit  Document  are true and  correct  in all
material  respects  at and as if made as of such date  except to the extent they
expressly relate to an earlier date;

     (c) No Default. No Default or Event of Default shall exist or be continuing
either prior to or after giving effect thereto;

     (d) No Material Adverse Effect.  There shall not have occurred any Material
Adverse Effect; and

     (e)  Availability.  Immediately  after  giving  effect  to the  making of a
Revolving Loan (and the application of the proceeds  thereof) or to the issuance
of a  Letter  of  Credit,  as the case may be,  the sum of the  Revolving  Loans
outstanding plus LOC Obligations  outstanding shall not exceed the lesser of (i)
the Revolving Commitment Amount and (ii) the Borrowing Base Assets.

     The delivery of each Notice of  Borrowing  and each request for a Letter of
Credit  shall  constitute a  representation  and warranty by the Borrower of the
correctness of the matters specified in subsections (b), (c), (d) and (e) above.

                                    SECTION 6

                         REPRESENTATIONS AND WARRANTIES

     The Credit Parties hereby represent to the Agents and each Lender that:

     6.1 Financial Condition.  The financial statements delivered to the Lenders
pursuant to Section 5.1(c) and Section 7.1(a) and (b): (a) have been prepared in
accordance with GAAP and (b) present fairly the consolidated  and  consolidating
(as applicable) financial condition, results of operations and cash flows of the
Credit  Parties  and their  Subsidiaries  as of such date and for such  periods.
Since January 28, 1996, there has been no sale, transfer or other disposition by
any  Credit  Party  or any of their  Subsidiaries  of any  material  part of the
business or property of the Credit Parties, taken as a whole, and no purchase or
other  acquisition  by any of them of any  business or property  (including  any
capital  stock of any other  Person)  material in  relation to the  consolidated
financial  condition  of the  Credit  Parties,  taken as a whole,  in each case,
which, is not (i) reflected in the most recent financial statements delivered to
the Lenders  pursuant to Section 7.1 or in the notes  thereto or (ii)  otherwise
permitted  by the  terms  of  this  Credit  Agreement  and  communicated  to the
Administrative Agent.

     6.2 No  Material  Change.  (a) Since  January 28,  1996,  there has been no
development  or event  relating to or  affecting a Credit  Party or any of their
Subsidiaries  which has had or would be  reasonably  expected to have a Material
Adverse Effect (other than one-time  restructuring  charges taken not later than
the second fiscal  quarter of 1996 and not to exceed an aggregate  amount of $55
million) and (b) from and after the Closing Date, except as otherwise  permitted
under this Credit  Agreement,  no  dividends  or other  distributions  have been
declared,  paid or made upon the  capital  stock or other  equity  interest in a
Credit  Party or any of its  Subsidiaries  nor has any of the  capital  stock or
other equity  interest in a Credit Party been  redeemed,  retired,  purchased or
otherwise acquired for value.

     6.3 Organization and Good Standing.  Each Credit Party (a) is a corporation
duly  incorporated,  validly existing and in good standing under the laws of the
State (or other jurisdiction) of its incorporation, (b) is duly qualified and in
good standing as a foreign  corporation  and  authorized to do business in every
jurisdiction  unless  the  failure  to be so  qualified,  in  good  standing  or
authorized  would  have a  Material  Adverse  Effect  and (c) has the  requisite
corporate power and authority to own its properties and to carry on its business
as now conducted and as proposed to be conducted.

     6.4 Due  Authorization.  Each Credit Party (a) has the requisite  corporate
power and  authority to execute,  deliver and perform this Credit  Agreement and
the other Credit  Documents to which it is a party and to incur the  obligations
herein and  therein  provided  for and (b) is duly  authorized  to, and has been
authorized by all necessary  corporate action,  to execute,  deliver and perform
this Credit Agreement and the other Credit Documents to which it is a party.

     6.5 No  Conflicts.  Neither  the  execution  and  delivery  of  the  Credit
Documents,  nor the consummation of the transactions  contemplated  therein, nor
performance  of and  compliance  with the terms and  provisions  thereof by such
Credit Party will (a) violate or conflict  with any provision of its articles or
certificate of  incorporation or bylaws,  (b) violate,  contravene or materially
conflict with any  Requirement of Law or any other law,  regulation  (including,
without  limitation,  Regulation U or  Regulation  X),  order,  writ,  judgment,
injunction,  decree or permit  applicable  to it,  (c)  violate,  contravene  or
conflict with contractual provisions of, or cause an event of default under, any
indenture, loan agreement,  mortgage, deed of trust, contract or other agreement
or instrument to which it is a party or by which it may be bound,  the violation
of which could have or might be reasonably  expected to have a Material  Adverse
Effect,  or (d) result in or require the  creation of any Lien (other than those
contemplated in or created in connection with the Credit Documents) upon or with
respect to its properties.

     6.6 Consents. Except for consents,  approvals and authorizations which have
been  obtained,  no  consent,  approval,  authorization  or order of, or filing,
registration or qualification with, any court or Governmental Authority or third
party  in  respect  of any  Credit  Party is  required  in  connection  with the
execution,  delivery or performance of this Credit Agreement or any of the other
Credit Documents by such Credit Party.

     6.7  Enforceable  Obligations.  This Credit  Agreement and the other Credit
Documents have been duly executed and delivered and constitute legal,  valid and
binding  obligations of each Credit Party enforceable  against such Credit Party
in  accordance  with  their  respective  terms,  except  as  may be  limited  by
bankruptcy  or  insolvency  laws or similar  laws  affecting  creditors'  rights
generally or by general equitable principles.

     6.8 No  Default.  No Credit  Party is in default in any  respect  under any
contract,  lease, loan agreement,  indenture,  mortgage,  security  agreement or
other  agreement  or  obligation  to which it is a party or by which  any of its

properties is bound which default would have or would be reasonably  expected to
have a Material  Adverse Effect.  No Default or Event of Default has occurred or
exists except as previously disclosed in writing to the Lenders.

     6.9  Ownership.  Each  Credit  Party  is the  owner  of,  and has  good and
marketable  title to, all of its  respective  assets and none of such  assets is
subject to any Lien other than Permitted Liens.

     6.10  Indebtedness.  The Credit Parties have no Indebtedness  except (a) as
disclosed  in the  financial  statements  referenced  in Section 6.1, (b) as set
forth on Schedule 6.10 and (c) as otherwise permitted by this Credit Agreement.

     6.11  Litigation.   There  are  no  actions,  suits  or  legal,  equitable,
arbitration or administrative  proceedings,  pending or, to the knowledge of any
Credit Party,  threatened against, the Borrower or any of its Subsidiaries which
could have or might be reasonably  expected to have a Material  Adverse  Effect.
The  Borrower  has  provided  on  Schedule  6.11 a complete  description  of all
litigation  currently  existing  although the Borrower hereby  represents to the
Lenders that none of such  litigation  could have or be  reasonably  expected to
have a Material Adverse Effect.

     6.12 Taxes.  Each Credit  Party has filed,  or caused to be filed,  all tax
returns  (federal,  state,  local and foreign) required to be filed and paid (a)
all amounts of taxes shown thereon to be due (including  interest and penalties)
and (b) all  other  taxes,  fees,  assessments  and other  governmental  charges
(including  mortgage  recording taxes,  documentary  stamp taxes and intangibles
taxes) owing by it,  except for such taxes (i) which are not yet  delinquent  or
(ii) that are being  contested  in good  faith  and by proper  proceedings,  and
against which adequate reserves are being maintained in accordance with GAAP. No
Credit Party is aware of any proposed tax assessments against it.

     6.13  Compliance  with Law.  Each Credit  Party is in  compliance  with all
Requirements of Law and all other laws, rules,  regulations,  orders and decrees
(including  without limitation  Environmental  Laws) applicable to it, or to its
properties,  unless  such  failure  to  comply  would  not have or would  not be
reasonably  expected to have a Material  Adverse  Effect.  No Requirement of Law
would be reasonably expected to cause a Material Adverse Effect.

     6.14 ERISA.  Except as would not result or be reasonably expected to result
in a Material Adverse Effect:

     (a)  During  the  five-year   period  prior  to  the  date  on  which  this
     representation  is  made or  deemed  made:  (i) no  Termination  Event  has
     occurred,  and, to the best  knowledge of the Credit  Parties,  no event or
     condition has occurred or exists as a result of which any Termination Event
     could  reasonably be expected to occur,  with respect to any Plan;  (ii) no
     "accumulated funding deficiency," as such term is defined in Section 302 of
     ERISA and Section 412 of the Code, whether or not waived, has occurred with
     respect to any Plan;  (iii) each Plan has been  maintained,  operated,  and
     funded in compliance with its own terms and in material compliance with the
     provisions of ERISA,  the Code, and any other  applicable  federal or state
     laws;  and (iv) no lien in favor  or the  PBGC or a Plan has  arisen  or is
     reasonably likely to arise on account of any Plan.

     (b) The  actuarial  present value of all "benefit  liabilities"  under each
     Single Employer Plan (determined within the meaning of Section 401(a)(2) of
     the Code,  utilizing  the actuarial  assumptions  used to fund such Plans),
     whether or not vested,  did not, as of the last annual valuation date prior
     to the date on which this representation is made or deemed made, exceed the
     current  value  of the  assets  of such  Plan  allocable  to  such  accrued
     liabilities.

     (c)  Neither  the  Borrower,  nor any of its  Subsidiaries  nor  any  ERISA
     Affiliate has incurred,  or, to the best  knowledge of the Credit  Parties,
     are reasonably  expected to incur, any withdrawal  liability under ERISA to
     any Multiemployer Plan or Multiple Employer Plan. Neither the Borrower, any
     of its  Subsidiaries  nor any ERISA Affiliate has received any notification
     that any  Multiemployer  Plan is in  reorganization  (within the meaning of
     Section 4241 of ERISA), is insolvent (within the meaning of Section 4245 of
     ERISA),  or has been terminated  (within the meaning of Title IV of ERISA),
     and no Multiemployer  Plan is, to the best knowledge of the Credit Parties,
     reasonably expected to be in reorganization, insolvent, or terminated.

     (d) No prohibited  transaction  (within the meaning of Section 406 of ERISA
     or  Section  4975 of the Code) or breach of  fiduciary  responsibility  has
     occurred with respect to a Plan which has subjected or is reasonably likely
     to subject the Borrower or any of its  Subsidiaries  or any ERISA Affiliate
     to any liability  under  Sections 406, 409,  502(i),  or 502(l) of ERISA or
     Section  4975 of the  Code,  or under  any  agreement  or other  instrument
     pursuant  to which the  Borrower  or any of its  Subsidiaries  or any ERISA
     Affiliate  has agreed or is required to  indemnify  any person  against any
     such liability.

     (e) The present value  (determined  using  actuarial and other  assumptions
     which  are  reasonable  with  respect  to the  benefits  provided  and  the
     employees   participating)  of  the  liability  of  the  Borrower  and  its
     Subsidiaries and each ERISA Affiliate for post-retirement  welfare benefits
     to be provided to their current and former  employees under Plans which are
     welfare  benefit  plans (as defined in Section  3(1) of ERISA),  net of all
     assets under all such Plans  allocable to such  benefits,  are reflected on
     the Financial Statements in accordance with FASB 106.

     (f) Each Plan which is a welfare plan (as defined in Section 3(1) of ERISA)
     to which Sections  601-609 of ERISA and Section 4980B of the Code apply has
     been  administered  in  compliance  in  all  material  respects  with  such
     sections.

     6.15  Subsidiaries.  Set forth on Schedule  6.15 is a complete and accurate
list of all  Subsidiaries  of each Credit  Party.  Information  on Schedule 6.15
includes  jurisdiction of  incorporation,  the number of shares of each class of
capital stock or other equity interests  outstanding,  the number and percentage
of  outstanding  shares of each class owned  (directly  or  indirectly)  by such
Credit  Party;  and the number and  effect,  if  exercised,  of all  outstanding
options, warrants, rights of conversion or purchase and all other similar rights
with respect thereto.  The outstanding  capital stock and other equity interests
of all such Subsidiaries is validly issued, fully paid and non-assessable and is
owned by each such Credit Party,  directly or indirectly,  free and clear of all
Liens (other than those arising  under or  contemplated  in connection  with the
Credit Documents).  Other than as set forth in Schedule 6.15, neither any Credit
Party nor any Subsidiary thereof has outstanding any securities convertible into
or exchangeable  for its capital stock nor does any such Person have outstanding
any rights to  subscribe  for or to purchase or any options for the purchase of,
or any  agreements  providing for the issuance  (contingent or otherwise) of, or
any calls, commitments or claims of any character relating to its capital stock.
Schedule 6.15 may be updated from time to time by the Borrower by giving written
notice thereof to the Administrative Agent.

     6.16 Use of Proceeds;  Margin  Stock.  The proceeds of the Loans  hereunder
will be used solely for the  purposes  specified  in Section  7.11.  None of the
proceeds of the Loans will be used for the purpose of purchasing or carrying any
"margin stock" as defined in Regulation U,  Regulation X or Regulation G, or for
the  purpose of  reducing  or retiring  any  Indebtedness  which was  originally
incurred to purchase or carry "margin stock" or any "margin security" or for any
other purpose which might  constitute this transaction a "purpose credit" within
the meaning of Regulation U, Regulation X, Regulation G or Regulation T. None of
the Credit Parties owns any "margin stock".

     6.17 Government Regulation.  No Credit Party is subject to regulation under
the Public  Utility  Holding  Company Act of 1935,  the Federal  Power Act,  the
Investment Company Act of 1940 or the Interstate  Commerce Act, each as amended.
In  addition,  no Credit  Party is (a) an  "investment  company"  registered  or
required to be registered under the Investment  Company Act of 1940, as amended,
or  controlled by such a company,  or (b) a "holding  company," or a "Subsidiary
company" of a "holding  company," or an "affiliate" of a "holding company" or of
a "Subsidiary" or a "holding  company," within the meaning of the Public Utility
Holding  Company Act of 1935,  as amended.  No  director,  executive  officer or
principal  shareholder of the Borrower or any of its Subsidiaries is a director,
executive  officer or  principal  shareholder  of any Lender.  For the  purposes
hereof the terms  "director",  "executive  officer" and "principal  shareholder"
(when used with reference to any Lender) have the respective  meanings  assigned
thereto in Regulation O issued by the Board of Governors of the Federal  Reserve
System.

     6.18 Environmental Matters.

     (a) To the best of  Borrower's  knowledge,  except as set forth on Schedule
6.18:

          (i)  Each of the  Real  Properties  and  all  operations  at the  Real
          Properties are in compliance with all applicable  Environmental  Laws,
          and there is no violation of any Environmental Law with respect to the
          Real  Properties or the businesses  operated by the Borrower or any of
          their  Subsidiaries  (the  "Businesses"),  and there are no conditions
          relating to the Businesses or Real Properties that would be reasonably
          expected to give rise to liability under any applicable  Environmental
          Laws.

          (ii) No Credit Party has  received  any written  notice of, or inquiry
          from any  Governmental  Authority  regarding,  any violation,  alleged
          violation, non-compliance,  liability or potential liability regarding
          Hazardous  Materials or compliance with Environmental Laws with regard
          to any of the Real Properties or the Businesses, nor does the Borrower
          or any of its  Subsidiaries  have  knowledge  that any such  notice is
          being threatened.

          (iii)  Hazardous  Materials  have not been  transported or disposed of
          from the Real Properties, or generated, treated, stored or disposed of
          at, on or under any of the Real Properties or any other  location,  in
          each case by, or on behalf or with the  permission of, the Borrower or
          any of its  Subsidiaries in a manner that would reasonably be expected
          to give rise to liability under any applicable Environmental Law.

          (iv) No judicial  proceeding or governmental or administrative  action
          is  pending  or,  to  the  knowledge  of  the  Borrower  or any of its
          Subsidiaries,  threatened,  under any  Environmental  Law to which the
          Borrower  or any of its  Subsidiaries  is or will be named as a party,
          nor are there any consent  decrees or other decrees,  consent  orders,
          administrative  orders or other  orders,  or other  administrative  or
          judicial  requirements  outstanding  under any  Environmental Law with
          respect  to  the  Borrower  or  any  of  its  Subsidiaries,  the  Real
          Properties  or the  Businesses,  in any  amount  reportable  under the
          federal  Comprehensive   Environmental   Response,   Compensation  and
          Liability  Act  or  any  analogous   state  law,  except  releases  in
          compliance with any Environmental Laws.

          (v)  There has been no  release  or threat  of  release  of  Hazardous
          Materials at or from the Real  Properties,  or arising from or related
          to the operations  (including,  without  limitation,  disposal) of the
          Borrower  or any of its  Subsidiaries  in  connection  with  the  Real
          Properties or otherwise in connection with the Businesses.

          (vi)  None  of  the  Real  Properties  contains,   or  has  previously
          contained, any Hazardous Materials at, on or under the Real Properties
          in  amounts  or  concentrations  that,  if  released,   constitute  or
          constituted  a violation  of, or could give rise to  liability  under,
          Environmental Laws.

          (vii) No Credit Party has assumed any  liability of any Person  (other
          than another Credit Party) under any Environmental Law.

     (b) The  Borrower  has adopted  procedures  that are designed to (i) ensure
that each Credit Party,  any of its operations and each of the properties  owned
or  leased  by  each  Credit  Party  remains  in  compliance   with   applicable
Environmental  Laws and (ii) minimize any  liabilities or potential  liabilities
that each Credit Party,  any of its operations and each of the properties  owned
or leased by each Credit Party may have under applicable Environmental Laws.

     6.19 Intellectual Property.  Each Credit Party owns, or has the legal right
to  use,  all  trademarks,  tradenames,  copyrights,  technology,  know-how  and
processes (the  "Intellectual  Property")  necessary for each of them to conduct
its business as currently  conducted except for those the failure to own or have
such  legal  right to use would  not have or be  reasonably  expected  to have a
Material  Adverse  Effect.  Set  forth  on  Schedule  6.19  is  a  list  of  all
Intellectual  Property  owned by each Credit  Party or that any Credit Party has
the  right to use.  Except  as  provided  on  Schedule  6.19,  no claim has been
asserted and is pending by any Person  challenging or questioning the use of any
such  Intellectual  Property  or the  validity  or  effectiveness  of  any  such
Intellectual  Property, nor does any Credit Party know of any such claim, and to
the Credit  Parties'  knowledge  the use of such  Intellectual  Property  by the
Borrower  or any of their  Subsidiaries  does not  infringe on the rights of any
Person,  except for such claims and infringements  that in the aggregate,  would
not have or be reasonably  expected to have a Material Adverse Effect.  Schedule
6.19 may be updated from time to time by the Borrower by giving  written  notice
thereof to the Administrative Agent.

     6.20  Solvency.  Each  Credit  Party  is  and,  after  consummation  of the
transactions contemplated by this Credit Agreement, will be Solvent.

     6.21 Investments. All Investments of each Credit Party are either Permitted
Investments or otherwise permitted by the terms of this Credit Agreement.

     6.22 Location of Collateral. Set forth on Schedule 6.22(a) is a list of all
Real  Properties  (and  whether  such  property  is a  Mortgaged  Property  or a
Leasehold  Mortgaged  Property)  with  street  address,  county and state  where
located,  and in the case of each Leasehold Mortgaged Property,  the name of the
lessor and lessee,  the amount of the annual rent and the expiration date of the
leasehold  interest.  Set forth on Schedule  6.22(b) is a list of all  locations
where any personal  property of a Credit Party is located,  including county and
state where located. Set forth on Schedule 6.22(c) is the chief executive office
and principal place of business of each Credit Party. Schedule 6.22(a),  6.22(b)
and 6.22(c) may be updated from time to time by the  Borrower by giving  written
notice thereof to the Administrative Agent.

     6.23  Disclosure.  Neither  this  Agreement  nor any  financial  statements
delivered  to the  Lenders  nor any other  document,  certificate  or  statement
furnished to the Lenders by or on behalf of any Credit Party in connection  with
the transactions contemplated hereby contains any untrue statement of a material
fact or omits to state a material fact necessary in order to make the statements
contained therein or herein not misleading.

     6.24 Licenses, etc. The Credit Parties have obtained and hold in full force
and effect, all franchises,  licenses,  permits,  certificates,  authorizations,
qualifications,  accreditations,  easements,  rights  of way and  other  rights,
consents and approvals which are necessary for the operation of their respective
businesses as presently conducted, except where the failure to obtain same would
not have a Material Adverse Effect.

     6.25  No  Burdensome  Restrictions.  No  Credit  Party  is a  party  to any
agreement or  instrument  or subject to any other  obligation  or any charter or
corporate restriction or any provision of any applicable law, rule or regulation
which, individually or in the aggregate, would have or be reasonably expected to
have a Material Adverse Effect.

     6.26 Collateral  Documents.  The Collateral Documents create valid security
interests  in, and first  mortgage  Liens on,  the  Collateral  purported  to be
covered thereby, which security interests and mortgage Liens are and will remain
perfected  security interests and mortgage Liens, prior to all other Liens other
than Permitted  Liens.  Each of the  representations  and warranties made by the
Borrower and its Subsidiaries in the Collateral Documents is true and correct in
all material respects.

     6.27 Leases.  Each of the leases  corresponding to the Leasehold  Mortgaged
Properties  set forth on Schedule  6.22(a) is in full force and  effect,  and is
enforceable in accordance with its terms.

                                  SECTION 7

                              AFFIRMATIVE COVENANTS

     Each Credit Party hereby  covenants  and agrees that so long as this Credit
Agreement is in effect and until the Loans and LOC  Obligations,  together  with
interest and fees and other  obligations  hereunder,  have been paid in full and
the Commitments and Letters of Credit hereunder shall have terminated:

     7.1  Information  Covenants.  The  Borrower  will  furnish,  or cause to be
furnished, to the Administrative Agent and each of the Lenders:

          (a) Annual  Financial  Statements.  As soon as  available,  and in any
          event  within  90 days  after  the  close of each  fiscal  year of the
          Borrower,  a  consolidated  balance sheet and income  statement of the
          Borrower  and its  Subsidiaries,  as of the end of such  fiscal  year,
          together  with  related  consolidated  statements  of  operations  and
          retained  earnings  and of cash flows for such  fiscal  year,  setting
          forth in  comparative  form  consolidated  figures  for the  preceding
          fiscal year, all such financial  information  described above to be in
          reasonable form and detail and audited by independent certified public
          accountants of recognized national standing  reasonably  acceptable to
          the  Agents  and  whose  opinion  shall  be to the  effect  that  such
          financial  statements  have  been  prepared  in  accordance  with GAAP
          (except for changes with which such accountants  concur) and shall not
          be limited as to the scope of the audit or qualified in any manner.

          (b) Quarterly Financial Statements.  As soon as available,  and in any
          event  within 45 days  after the close of each  fiscal  quarter of the
          Borrower, (i) a consolidated balance sheet and income statement of the
          Borrower and its  Subsidiaries,  as of the end of such fiscal quarter,
          together  with  related  consolidated  statements  of  operations  and
          retained  earnings  and of cash flows for such fiscal  quarter in each
          case setting forth in comparative  form  consolidated  figures for (A)
          the  corresponding  period  of  the  preceding  fiscal  year  and  (B)
          management's  proposed  budget  for such  period,  all such  financial
          information  described  above to be in reasonable  form and detail and

          reasonably  acceptable to the Agent,  and accompanied by a certificate
          of the chief financial officer of the Borrower to the effect that such
          quarterly financial statements fairly present in all material respects
          the financial  condition of the Borrower and its Subsidiaries and have
          been prepared in accordance  with GAAP,  subject to changes  resulting
          from audit and normal year-end audit adjustments and (ii) a management
          discussion and analysis of operating results for such fiscal quarter.

          (c) Monthly  Financial  Statements.  As soon as  available  and in any
          event  within  30 days  after the end of each  month of the  Borrower,
          (i) a consolidated  balance sheet and income statement of the Borrower
          and its Subsidiaries as at the end of such month together with related
          consolidated  statements  of operations  and retained  earnings and of
          cash flows for such month in each case  setting  forth in  comparative
          form  consolidated  figures  for (A) the  corresponding  period of the
          preceding  fiscal year and (B)  management's  proposed budget for such
          period,  and all such financial  information  described above to be in
          reasonable  form and detail and  reasonably  acceptable to the Agents,
          and accompanied by a certificate of the chief financial officer of the
          Borrower to the effect that such monthly  financial  statements fairly
          present  in all  material  respects  the  financial  condition  of the
          Borrower and its  Subsidiaries  and have been  prepared in  accordance
          with GAAP, subject to changes resulting from audit and normal year-end
          audit adjustments,  (ii) a Borrowing Base Report, as of the end of the
          immediately  preceding  month  substantially  in the  form of  Exhibit
          7.1(c) and certified by the chief financial officer of the Borrower to
          be true and correct as of the date thereof and (iii) financial data on
          a store  by store  basis  in a form  similar  to such  data  delivered
          pursuant to the Existing Credit Agreement.

          (d)  Officer's  Certificate.  At the time of delivery of the financial
          statements  provided  for in  Sections  7.1(a)  and  7.1(b)  above,  a
          certificate   of  the  chief   financial   officer  of  the   Borrower
          substantially  in  the  form  of  Exhibit  7.1(d),  (i)  demonstrating
          compliance  with  Sections  8.1(f),  8.5,  8.6 and 8.7  and  with  the
          financial covenants contained in Section 7.2 by calculation thereof as
          of the end of each such fiscal period,  (ii) demonstrating  compliance
          with the restrictions on the amount of Capital  Expenditures set forth
          in Section 8.14 and (iii)  stating that no Default or Event of Default
          exists,  or if any Default or Event of Default does exist,  specifying
          the nature and extent thereof and what action the Borrower proposes to
          take with respect thereto.

          (e) Annual Business Plan and Budgets.  Within 30 days after the end of
          each fiscal year of the Borrower,  an annual  business plan and budget
          of  the  Borrower  and  its  Subsidiaries  on  a  consolidated   basis
          containing, among other things, pro forma financial statements for the
          next two fiscal years.

          (f) Compliance With Certain Provisions of the Credit Agreement. Within
          90  days  after  the  end of  each  fiscal  year  of the  Borrower,  a
          certificate of the chief financial officer of the Borrower  containing
          information  regarding  the  amount  of any Asset  Dispositions,  Debt
          Issuances and Equity  Issuances that were made during the prior fiscal
          year.

          (g)  Accountant's  Certificate.  Within the period for delivery of the
          annual financial  statements provided in Section 7.1(a), a certificate
          of the accountants  conducting the annual audit stating that they have
          reviewed this Credit  Agreement and stating  further  whether,  in the
          course of their audit,  they have become aware of any Default or Event
          of  Default  and,  if any such  Default  or Event of  Default  exists,
          specifying the nature and extent thereof.

          (h) Auditor's  Reports.  Promptly upon receipt thereof,  a copy of any
          "management  letter"  submitted  by  independent  accountants  to  the
          Borrower or any of its  Subsidiaries  in  connection  with any annual,
          interim or special  audit of the books of the  Borrower  or any of its
          Subsidiaries.

          (i) Reports. Promptly upon transmission or receipt thereof, (a) copies
          of any filings and  registrations  with,  and reports to or from,  the
          Securities  and Exchange  Commission,  or any  successor  agency,  and
          copies of all  financial  statements,  proxy  statements,  notices and
          reports as the Borrower or any of its  Subsidiaries  shall send to its
          shareholders  generally or to a holder of the Subordinated Debt in its
          capacity  as such a  holder  and (b) upon the  written  request  of an
          Agent,  all  reports and  written  information  to and from the United
          States  Environmental  Protection Agency, or any state or local agency
          responsible for environmental  matters, the United States Occupational
          Health  and  Safety  Administration,  or any  state  or  local  agency
          responsible for health and safety matters,  or any successor  agencies
          or authorities concerning environmental, health or safety matters.

          (j) Notices.  Upon a Credit Party obtaining  knowledge  thereof,  such
          Credit  Party will give  written  notice to the  Administrative  Agent
          immediately of (a) the occurrence of an event or condition  consisting
          of a Default or Event of Default,  specifying the nature and existence
          thereof and what  action the  Borrower  proposes to take with  respect
          thereto,  and (b) the  occurrence of any of the following with respect
          to a the  Borrower  or any of its  Subsidiaries  (i) the  pendency  or
          commencement  of any litigation,  arbitral or governmental  proceeding
          against the  Borrower or any of its  Subsidiaries  which if  adversely
          determined  would  have or  would  be  reasonably  expected  to have a
          Material  Adverse Effect,  or (ii) the  institution of any proceedings
          against the  Borrower or any of its  Subsidiaries  with respect to, or
          the  receipt  of  notice  by such  Person of  potential  liability  or
          responsibility  for  violation,  or alleged  violation of any federal,
          state or local law, rule or regulation,  including but not limited to,
          Environmental  Laws,  the  violation  of which  would have or would be
          reasonably expected to have a Material Adverse Effect.

          (k)  ERISA.  Upon any of the  Credit  Parties  or any ERISA  Affiliate
          obtaining knowledge thereof,  Borrower will give written notice to the
          Administrative  Agent  and each of the  Lenders  promptly  (and in any
          event  within  five  Business  Days) of:  (i) any event or  condition,
          including, but not limited to, any Reportable Event, that constitutes,
          or might reasonably lead to, a Termination Event; (ii) with respect to
          any  Multiemployer  Plan, the receipt of notice as prescribed in ERISA
          or  otherwise  of  any  withdrawal   liability  assessed  against  the
          Borrowers or any of their ERISA Affiliates, or of a determination that
          any Multiemployer  Plan is in reorganization or insolvent (both within
          the  meaning  of Title IV of  ERISA);  (iii) the  failure to make full
          payment on or before the due date  (including  extensions)  thereof of
          all amounts  which the  Borrower or any of its  Subsidiaries  or ERISA
          Affiliates  is required  to  contribute  to each Plan  pursuant to its
          terms and as required to meet the minimum  funding  standard set forth
          in ERISA and the Code with respect thereto;  or (iv) any change in the
          funding status of any Plan that could have a Material  Adverse Effect;
          together,  with a description of any such event or condition or a copy
          of any such notice and a statement by the principal  financial officer
          of the  Borrower  briefly  setting  forth the details  regarding  such
          event, condition, or notice, and the action, if any, which has been or
          is being taken or is proposed to be taken by the Credit  Parties  with
          respect thereto. Promptly upon request, the Borrower shall furnish the
          Administrative  Agent and each of the  Lenders  with  such  additional
          information  concerning  any  Plan  as  may be  reasonably  requested,
          including,  but not  limited to,  copies of each annual  report/return
          (Form 5500 series),  as well as all schedules and attachments  thereto
          required to be filed with the  Department of Labor and/or the Internal
          Revenue Service pursuant to ERISA and the Code, respectively, for each
          "plan year" (within the meaning of Section 3(39) of ERISA).

          (l) Environmental.

               (i) Subsequent to a notice from any  Governmental  Authority that
               would  reasonably  cause  concern or during the  existence  of an
               Event of Default,  and upon the written request of an Agent,  the

               Borrower   will   furnish  or  cause  to  be   furnished  to  the
               Administrative  Agent, at the Borrower's  expense, a report of an
               environmental  assessment  of reasonable  scope,  form and depth,
               including,  where  appropriate,   invasive  soil  or  groundwater
               sampling,  by a consultant reasonably acceptable to the Agents as
               to the  nature  and  extent  of  the  presence  of any  Hazardous
               Materials on any property  owned,  leased or operated by a Credit
               Party  and  as to  the  compliance  by the  Credit  Parties  with
               Environmental  Laws.  If the  Borrower  fails to deliver  such an
               environmental  report within seventy-five (75) days after receipt
               of such written request then the Agents may arrange for same, and
               the   Borrower   hereby   grants   to  the   Agents   and   their
               representatives  access to the Real Properties and a license of a
               scope  reasonably  necessary  to  undertake  such  an  assessment
               (including,  where  appropriate,  invasive  soil  or  groundwater
               sampling).  The reasonable cost of any assessment arranged for by
               the  Agents  pursuant  to this  provision  will be payable by the
               Borrower  on demand and added to the  obligations  secured by the
               Collateral Documents.

               (ii)  Each   Credit   Party  will   conduct  and   complete   all
               investigations,  studies, sampling, and testing and all remedial,
               removal,  and other  actions  necessary to address all  Hazardous
               Materials  on, from,  or  affecting  any real  property  owned or
               leased  by a  Credit  Party  to  the  extent  necessary  to be in
               compliance with all  Environmental  Laws and all other applicable
               federal, state, and local laws,  regulations,  rules and policies
               and  with  the  orders  and   directives   of  all   Governmental
               Authorities  exercising  jurisdiction  over such real property to
               the extent any failure  would have or be  reasonably  expected to
               have a Material Adverse Effect.

          (m)  Other  Information.  With  reasonable  promptness  upon  any such
          request, such other information regarding the business,  properties or
          financial  condition of the Credit  Parties as an Agent may reasonably
          request,  including,   without  limitation,   appraisals  on  personal
          property.

     7.2 Financial Covenants.

          (a) Cash Flow Coverage Ratio.  The Cash Flow Coverage Ratio, as of the
          end of each fiscal  quarter for the twelve month period ending on such
          date, shall be greater than or equal to:

               (i) From the Effective  Date to and  including  February 2, 1997,
               1.15 to 1.0; and

               (ii) From February 3, 1997 and thereafter, 1.20 to 1.0.

          (b) Senior Debt to Capitalization Ratio.

               (i) The Senior Debt to Capitalization Ratio, as of the end of the
               first,  second and fourth fiscal  quarter of the Borrower of each
               fiscal year of the  Borrower,  shall be less than or equal to .55
               to 1.0.

               (ii) The Senior Debt to  Capitalization  Ratio,  as of the end of
               the third  fiscal  quarter of the Borrower of each fiscal year of
               the Borrower, shall be less than or equal to .575 to 1.0.

          (c) Net Worth.  At all times the Net Worth  shall be  greater  than or
          equal to the sum of  (i) $142,000,000  plus (ii) 75% of Net Income (as
          calculated  at the end of each  fiscal  quarter of the  Borrower  on a
          cumulative basis and without  deduction for any losses) plus (iii) all
          Net Cash Proceeds from an Equity Issuance.

          (d) Borrowing  Base Assets.  At all times the amount of Borrowing Base
          Assets  must be  greater  than or  equal  to the sum of the  aggregate
          amount of Revolving Loans outstanding plus the aggregate amount of LOC
          Obligations outstanding or if not the Borrower must immediately comply
          with Section 3.3(b)(i).

     7.3  Preservation of Existence and  Franchises.  Each of the Credit Parties
will do all things  necessary  to preserve and keep in full force and effect its
existence, rights, franchises and authority except as permitted by Section 8.4.

     7.4 Books and Records.  Each of the Credit  Parties will keep  complete and
accurate  books  and  records  of  its  transactions  in  accordance  with  good
accounting  practices  on the basis of GAAP  (including  the  establishment  and
maintenance of appropriate reserves).

     7.5  Compliance  with Law. Each of the Credit  Parties will comply with all
material  laws,  rules,  regulations  and orders,  and all  applicable  material
restrictions imposed by all Governmental  Authorities,  applicable to it and its
property (including, without limitation, Environmental Laws).

     7.6  Payment of Taxes and Other  Indebtedness.  Each of the Credit  Parties
will pay,  settle or  discharge  (a) all  taxes,  assessments  and  governmental
charges or levies imposed upon it, or upon its income or profits, or upon any of
its  properties,  before they shall become  delinquent,  (b) all  lawful  claims
(including  claims for labor,  materials and supplies)  which, if unpaid,  might
give rise to a Lien upon any of its  properties,  and (c)  except as  prohibited
hereunder,  all of its other  Indebtedness  as it shall  become  due;  provided,
however,  that a  Credit  Party  shall  not be  required  to pay any  such  tax,
assessment, charge, levy, claim or Indebtedness which is being contested in good
faith by appropriate proceedings and as to which adequate reserves therefor have
been  established in accordance  with GAAP,  unless the failure to make any such
payment  (i)  would  give  rise to an  immediate  right to  foreclose  on a Lien
securing such amounts or (ii) would have a Material Adverse Effect.

     7.7  Insurance.  Each of the Credit  Parties will at all times  maintain in
full force and effect  insurance  (including  worker's  compensation  insurance,
liability insurance,  casualty insurance and business interruption insurance) in
such amounts,  covering such risks and liabilities and with such  deductibles or
self-insurance  retentions as are in accordance with normal  industry  practice.
All liability  policies shall have the  Administrative  Agent,  on behalf of the
Lenders,  as an  additional  insured and all  casualty  policies  shall have the
Administrative Agent, on behalf of the Lenders, as loss payee.

In the event there occurs any material  loss,  damage to or  destruction  of the
Collateral  of any Credit  Party or any part  thereof,  such Credit  Party shall
promptly  give written  notice  thereof to the  Administrative  Agent  generally
describing  the nature and extent of such damage or  destruction.  Subsequent to
any loss,  damage to or destruction of the Collateral of any Credit Party or any
part thereof,  such Credit Party, whether or not the insurance proceeds, if any,
received on account of such damage or  destruction  shall be sufficient for that
purpose,  at such Credit  Party's  cost and  expense,  will  promptly  repair or
replace the  Collateral  of such  Credit  Party so lost,  damaged or  destroyed;
provided,  however,  that such  Credit  Party  need not  repair or  replace  the
Collateral of such Credit Party so lost,  damaged or destroyed to the extent the
failure  to make such  repair or  replacement  (a) is  desirable  to the  proper

conduct  of the  business  of such  Credit  Party  in the  ordinary  course  and
otherwise  is in the best  interest  of such  Credit  Party  and (b)  would  not
materially  impair the rights and  benefits of the Agents or the  Lenders  under
this Credit Agreement or any other Credit Document.  In the event a Credit Party
shall  receive  any  insurance  proceeds,  as a result  of any  loss,  damage or
destruction,  in a net amount in excess of  $1,000,000,  such Credit  Party will
immediately  pay  over  such  proceeds  to  the  Administrative  Agent  as  cash
collateral for the Credit Party Obligations.  The Administrative Agent agrees to
release  such  insurance  proceeds  to such  Credit  Party  for  replacement  or
restoration of the portion of the Collateral of such Credit Party lost,  damaged
or  destroyed  if (A)  within  15 days  from the date the  Administrative  Agent
receives such insurance proceeds,  the Administrative Agent has received written
application  for such  release  from such Credit Party  together  with  evidence
reasonably satisfactory to it that the Collateral lost, damaged or destroyed has
been or will be replaced or restored to its condition (or by Collateral having a
value at least equal to the condition of the asset  subject to the loss,  damage
or destruction) immediately prior to the loss, destruction or other event giving
rise to the  payment  of such  insurance  proceeds  and (B) on the  date of such
release  no  Default  or Event  of  Default  exists.  If the  conditions  in the
preceding  sentence are not met, the  Administrative  Agent shall,  on the first
Business Day  subsequent  to the date 30 days after it received  such  insurance
proceeds,  apply such insurance proceeds as a mandatory prepayment of the Credit
Party  Obligations  for  application  in  accordance  with the terms of  Section
3.3(b)(ii) and Section  3.3(c).  All insurance  proceeds shall be subject to the
security interest of the Lenders under the Collateral Documents.

The present insurance  coverage of the Borrower and its Subsidiaries is outlined
as to carrier, policy number,  expiration date, type and amount on Schedule 7.7,
as  Schedule  7.7 may be  amended  from  time to time by  written  notice to the
Administrative Agent.

     7.8  Maintenance of Property.  Each of the Credit Parties will maintain and
preserve  its  properties  and  equipment  in good  repair,  working  order  and
condition, normal wear and tear excepted (subject to damage by casualties),  and
will make, or cause to be made, in such  properties  and equipment  from time to
time all repairs, renewals, replacements, extensions, additions, betterments and
improvements thereto as may be needed or proper, to the extent and in the manner
customary for companies in similar businesses.

     7.9 Performance of Obligations.  Each of the Credit Parties will perform in
all  material  respects all of its  obligations  under the terms of all material
agreements, indentures, mortgages, security agreements or other debt instruments
to which it is a party or by which it is bound.

     7.10 Collateral.  If,  subsequent to the Closing Date, a Credit Party shall
(a) acquire or lease any real property or (b) acquire any intellectual property,
securities, instruments, chattel paper or other personal property required to be
delivered to the  Collateral  Agent as Collateral  hereunder or under any of the
Collateral Documents, the Borrower shall immediately notify the Collateral Agent
of same.  Each Credit Party shall take such action  (including,  but not limited
to, the actions  set forth in  Sections  5.1(g) and (h)),  as  requested  by the
Collateral Agent and at its own expense, to ensure that the Lenders have a first
priority  perfected  Lien in all owned real  property  (and in such  leased real
property  as  reasonably  requested  by the  Collateral  Agent  or the  Required
Lenders) and all personal  property of the Credit Parties  (whether now owned or
hereafter  acquired),  subject only to Permitted Liens.  Each Credit Party shall
adhere to the covenants regarding the location of personal property as set forth
in the Security Agreements.

     7.11 Use of Proceeds. The Credit Parties will use the proceeds of the Loans
solely (a) to refinance the outstanding principal balance of the Existing Credit
Agreement  and the  Existing  TROL,  (b) to pay  related  fees and  expenses  in
connection  with the  foregoing,  (c) to provide  working  capital,  (d) to make
Capital Expenditures and (e) for general corporate purposes.  The Credit Parties
will use the  Letters  of Credit  solely for the  purposes  set forth in Section
2.2(a).

     7.12 Audits/Inspections.  Upon reasonable notice and during normal business
hours and in a manner than will not  unreasonably  interfere  with its  business
operations, each Credit Party will permit representatives appointed by an Agent,

including,  without limitation,  independent accountants,  agents, attorneys and
appraisers  to visit and inspect such Credit  Party's  property,  including  its
books and records, its accounts receivable and inventory, its facilities and its
other business  assets,  and to make  photocopies or photographs  thereof and to
write down and record any  information  such  representative  obtains  and shall
permit an Agent or its representatives to investigate and verify the accuracy of
information  provided  to  the  Lenders,  including,   without  limitation,  the
performance  of  collateral  valuation  reviews  from time to time to assess the
composition of the Borrowing  Base Assets,  and to discuss all such matters with
the officers, employees and representatives of the Credit Parties.

     7.13 Additional Credit Parties. At the time any Person becomes a Subsidiary
of a Credit Party,  the Borrower  shall so notify the  Administrative  Agent and
promptly  thereafter  (but in any event  within 30 days after the date  thereof)
shall cause such Person to (a) execute a Joinder  Agreement in substantially the
same form as Exhibit 7.13,  (b) cause all of the capital stock of such Person to
be delivered to the Collateral  Agent (together with undated stock powers signed
in blank) and pledged to the Collateral Agent pursuant to an appropriate  pledge
agreement in substantially  the form of the Pledge Agreements and otherwise in a
form reasonably acceptable to the Collateral Agent, (c) pledge all of its assets
to the Lenders pursuant to a security agreement in substantially the form of the
Security  Agreements  and  otherwise  in a  form  reasonably  acceptable  to the
Collateral  Agent, (d) if such Person has any  Subsidiaries,  (i) deliver all of
the capital  stock of such  Subsidiaries  (together  with  undated  stock powers
signed in blank) to the Collateral  Agent and (ii) execute a pledge agreement in
substantially  the  form  of  the  Pledge  Agreements  and  otherwise  in a form
reasonably acceptable to the Collateral Agent, (e) if such Person owns or leases
any real  property,  execute any and all  necessary  mortgages,  deeds of trust,
deeds to secure debt, leasehold mortgages,  collateral assignments of leaseholds
or  other   appropriate   real  estate   collateral   documentation  in  a  form
substantially  similar to the Mortgages or the Leasehold Mortgages,  as the case
may be, with  appropriate  covenants  as  necessary  and (f) deliver  such other
documentation  as the  Administrative  Agent or Collateral  Agent may reasonably
request  in  connection  with  the  foregoing,  including,  without  limitation,
appropriate UCC-1 financing  statements,  real estate title insurance  policies,
environmental  reports,  landlord  waivers,   certified  resolutions  and  other
organizational  and authorizing  documents of such Person and favorable opinions
of counsel to such Person (which shall cover,  among other things, the legality,
validity,  binding effect and  enforceability of the  documentation  referred to
above), all in form, content and scope reasonably satisfactory to the Agents.

     7.14 Interest Rate Protection  Agreements.  The Borrower  shall,  within 30
days of the Closing Date,  enter into,  and maintain  until the  Revolving  Loan
Maturity  Date,  interest  rate  protection  agreements,  in form and  substance
(including,  without limitation, the level thereof) reasonably acceptable to the
Agents, protecting against fluctuations in interest rates, for a period expiring
no earlier than the Revolving Loan Maturity Date and in a notional  amount of at
least $50 million.

     7.15 Further Assurances Regarding Collateral. As soon as practicable but no
later than 90 days after the Closing Date, the Agents shall receive, in form and
substance acceptable to the Agents:

     (a) Environmental  Reports.  Environmental  assessment  reports and related
     documents with respect to all Mortgaged Properties.

     (b) Landlord Consents.  In the case of each Leasehold  Mortgaged  Property,
     (A) such estoppel letters,  consents and waivers from the landlords of such
     real property as may be reasonably  required by the Collateral Agent, which
     estoppel letters shall be in form and substance reasonably  satisfactory to
     the  Collateral  Agent  and (B)  evidence  that  the  applicable  lease,  a

     memorandum of lease with respect  thereto,  or other evidence of such lease
     in form and substance reasonably  satisfactory to the Collateral Agent, has
     been  or  will  be  recorded  in all  places  to the  extent  necessary  or
     desirable,  in the reasonable  judgment of the Collateral  Agent,  so as to
     enable the  Leasehold  Mortgage  encumbering  such  leasehold  interest  to
     effectively  create a valid and enforceable lien (subject only to Permitted
     Liens) on such leasehold interest in favor of the Collateral Agent (or such
     other Person as may be required or desired under local law) for the benefit
     of Lenders;  provided  that  failure to timely  provide the above shall not
     constitute  a Default or Event of Default but the result  shall be that any
     equipment or inventory  located at a Leasehold  Mortgage Property for which
     the  above is not  obtained  shall  cease  to be  "Eligible  Equipment"  or
     "Eligible Inventory" as set forth in such definitions.

     (c)  Surveys.  Maps or  plats of an  as-built  survey  of the  sites of the
     Mortgaged  Properties  certified  to the  Collateral  Agent  and the  Title
     Insurance Company in a manner reasonably satisfactory to them, dated a date
     satisfactory to the Collateral Agent and the Title Insurance  Company by an
     independent  professional licensed land surveyor reasonably satisfactory to
     the Collateral Agent and the Title Insurance  Company,  which maps or plats
     and the surveys on which they are based shall be  sufficient  to delete any
     standard printed survey exception  contained in the applicable title policy
     and be made in accordance with the Minimum Standard Detail Requirements for
     Land Title  Surveys  jointly  established  and adopted by the American Land
     Title  Association  and the American  Congress on Surveying  and Mapping in
     1992, and, without limiting the generality of the foregoing, there shall be
     surveyed and shown on such maps,  plats or surveys the  following:  (A) the
     locations  on  such  sites  of all  the  buildings,  structures  and  other
     improvements  and the established  building setback lines; (B) the lines of
     streets  abutting  the sites and width  thereof;  (C) all  access and other
     easements  appurtenant  to the sites  necessary  to use the sites;  (D) all
     roadways,  paths,  driveways,  easements,   encroachments  and  overhanging
     projections and similar encumbrances  affecting the site, whether recorded,
     apparent from a physical  inspection of the sites or otherwise known to the
     surveyor;  (E) any encroachments on any adjoining  property by the building
     structures and  improvements on the sites; and (F) if the site is described
     as being on a filed map, a legend relating the survey to said map.

     (d) Flood  Certificates.  Certification from a registered  engineer or land
     surveyor or other evidence  reasonably  acceptable to the Collateral  Agent
     that none of the  improvements  on the  Mortgaged  Properties  are  located
     within  any  area  designated  by the  Director  of the  Federal  Emergency
     Management  Agency as a "special flood hazard" area or if any  improvements
     on the Mortgaged  Properties  are located  within a "special  flood hazard"
     area,  evidence of a flood insurance policy from a company and in an amount
     reasonably  satisfactory to the Collateral Agent for the applicable portion
     of the  premises,  naming  the  Collateral  Agent,  for the  benefit of the
     Lenders, as mortgagee.

     (e)  Valuations.  A  real  estate  valuation  for  each  of  the  Mortgaged
     Properties.

                                    SECTION 8

                               NEGATIVE COVENANTS

     Each Credit Party hereby  covenants  and agrees that so long as this Credit
Agreement is in effect and until the Loans and LOC  Obligations,  together  with
interest,  fees and other obligations hereunder,  have been paid in full and the
Commitments and Letters of Credit hereunder shall have terminated:

     8.1  Indebtedness.  No Credit  Party  will,  nor will it permit  any of its
Subsidiaries  to,  contract,  create,  incur,  assume  or  permit  to exist  any
Indebtedness, except:

          (a)  Indebtedness  arising  under this Credit  Agreement and the other
          Credit Documents;

          (b) the Subordinated Debt;

          (c)  Indebtedness  existing  as of the  Closing  Date  (other than the
          Subordinated  Debt) as  referenced  in  Section  6.10  (and  renewals,
          refinancings  or  extensions  thereof on terms and  conditions no more
          favorable,  in the  aggregate,  to  such  Person  than  such  existing
          Indebtedness  and  in  a  principal  amount  not  in  excess  of  that
          outstanding as of the date of such renewal, refinancing or extension);

          (d)  Indebtedness in respect of current  accounts  payable and accrued
          expenses incurred in the ordinary course of business including, to the
          extent not current,  accounts  payable and accrued  expenses  that are
          subject to bona fide dispute;

          (e) Indebtedness owing by one Credit Party to another Credit Party;

          (f) purchase money Indebtedness (including Capital Leases) incurred by
          the  Borrower or any of its  Subsidiaries  to finance the  purchase of
          fixed assets; provided that (i) the total of all such Indebtedness for
          all  such  Persons  taken  together  shall  not  exceed  an  aggregate
          principal amount of $7,000,000 at any one time outstanding  (including
          any such Indebtedness  referred to in subsection (c) above); (ii) such
          Indebtedness  when incurred shall not exceed the purchase price of the
          asset(s) financed;  and (iii) no such Indebtedness shall be refinanced
          for a principal amount in excess of the principal balance  outstanding
          thereon at the time of such refinancing; and

          (g)  Indebtedness  arising  from  obligations  of the  Credit  Parties
          evidenced by the interest rate  protection  agreements  referred to in
          Section 7.14.

     8.2 Liens.  No Credit Party will,  nor will it permit its  Subsidiaries  to
contract,  create, incur, assume or permit to exist any Lien with respect to any
of its property or assets of any kind  (whether  real or  personal,  tangible or
intangible), whether now owned or after acquired, except for Permitted Liens.

     8.3 Nature of  Business.  No Credit  Party will alter the  character of its
business  from that  conducted  as of the Closing Date or engage in any business
other than the business conducted as of the Closing Date.

     8.4  Consolidation  and  Merger.  No  Credit  Party  will  enter  into  any
transaction of merger or consolidation or liquidate,  wind up or dissolve itself
(or suffer any liquidation or dissolution);  provided that  notwithstanding  the
foregoing  provisions  of this  Section  8.4,  any Credit Party may be merged or
consolidated  with or into the  Borrower or any other  Credit  Party if (a) such
transaction  is between the Borrower and another  Credit Party,  the Borrower is
the continuing or surviving  corporation;  (b) the Administrative Agent is given
prior written notice of such action,  and the Credit Parties execute and deliver
such documents, instruments and certificates as the Collateral Agent may request
in order to maintain the  perfection  and priority of the Liens on the assets of
the Credit  Parties;  and (c) after giving effect thereto no Default or Event of
Default exists;  and provided further that the Borrower may merge into a Florida
corporation (the "New Borrower") if simultaneously with such merger the Borrower
delivers to the  Administrative  Agent: (i) evidence that the merger of Sports &
Recreation,  Inc. into the New Borrower has been  consummated and filed with the
Secretary  of  State  of  Florida,  (ii)  an  Assumption  Agreement,  in a  form
reasonably  acceptable to the Agents,  duly executed by the New Borrower,  (iii)
new  Revolving  Loan  Notes in favor of each  Lender  duly  executed  by the New
Borrower,  (iv) an Amended and Restated  Security  Agreement  and an Amended and
Restated Pledge Agreement duly executed by the New Borrower and the other Credit
Parties,  (v) duly executed amendments to the Mortgage Documents,  together with
updates to title  policies as  necessary  and  appropriate,  (vi) duly  executed

amendments to all UCC financing  statements as necessary and appropriate,  (vii)
new stock  certificates  and stock powers as necessary and  appropriate,  (viii)
such corporate  documentation  of the New Borrower as necessary and  appropriate
and  similar  to that set forth in  Section  5.1(b)  for the  Borrower,  (ix) an
opinion of counsel of the New Borrower and the other Credit Parties, in form and
substance  reasonably  acceptable  to the  Agents  and (x) all other  documents,
agreements and instruments as reasonably requested by the Agents.

     8.5 Sale or Lease of Assets.  No Credit  Party will  convey,  sell,  lease,
transfer  or  otherwise   dispose  of,  in  one   transaction  or  a  series  of
transactions,  all or any part of its  business  or assets  whether now owned or
hereafter  acquired,  including,  without  limitation,  inventory,  receivables,
equipment, real property interests (whether owned or leasehold), and securities,
other than (a) any  inventory  sold or  otherwise  disposed  of in the  ordinary
course of business;  (b) the sale, lease, transfer or other disposal by a Credit
Party  (other than the  Borrower) of any or all of its assets to the Borrower or
to another  Credit Party;  (c) obsolete,  slow-moving,  idle or worn-out  assets
(including  inventory) no longer used or useful in its business,  not to exceed,
in the  aggregate,  a book value of  $36,000,000  during the term of this Credit
Agreement;  (d) (i) the  sale of  unimproved  real  estate  and (ii) the sale of
existing stores (together with related fixtures but not including inventory) not
to exceed, in the aggregate, a book value of $24,000,000 during the term of this
Credit  Agreement;  provided  that any sale of assets  pursuant to this  Section
8.5(d) shall be subject to the following conditions: (A) the Borrower shall give
the Agents at least 10 days' prior  written  notice of such sale,  which  notice
shall, among other things,  specify the aggregate purchase price therefore,  (B)
at least 75% of the consideration paid in connection  therewith shall consist of
cash (excluding as cash any amounts held in reserve for adjustments, whether for
indemnification  or  otherwise),  (C) all  non-cash  consideration  received  in
connection  with such sale must be  pledged  to the  Collateral  Agent,  for the
benefit of the Lenders,  pursuant to documentation  reasonably  requested by the
Collateral  Agent,  and any proceeds  received from such non-cash  consideration
shall be paid to the Lenders when received in accordance with Section 3.3(b) and
(c), (D) the Net Cash Proceeds  received in such sale are paid to the Lenders in
accordance  with  Section  3.3 and (E) all such  sales  must be for fair  market
value;  (e) the  issuance of capital  stock if the  proceeds  are  forwarded  in
accordance  with  Section  3.3(b)  and (c);  (f) the  transfer  of assets  which
constitute a Permitted Investment; or (g) transfers permitted by Section 8.6.

     Upon a sale of assets  permitted by this Section 8.5, the Collateral  Agent
shall promptly deliver to the Borrower,  upon the Borrower's  request and at the
Borrower's  expense,  such documentation as is reasonably  necessary to evidence
the release of the Lenders' security interest in such assets, including, without
limitation, amendments or terminations of UCC financing statements.

     8.6 Sale Leasebacks.  No Credit Party will directly or indirectly become or
remain  liable as lessee or as  guarantor  or other  surety with  respect to any
lease of any property (whether real or personal or mixed),  whether now owned or
hereafter acquired, (a) which such Credit Party has sold or transferred or is to
sell or transfer to any other Person other than a Credit Party or (b) which such
Credit  Party  intends to use for  substantially  the same  purpose as any other
property  which has been  sold or is to be sold or  transferred  by such  Credit
Party to any Person in connection with such lease;  provided,  however, that the
Credit  Parties  may  enter  into such  transactions  (i) with  respect  to real
property,  in an aggregate  amount of up to $50,000,000 in sales proceeds during
the term of this Credit Agreement and (ii) with respect to personal property, in
an aggregate  amount of up to  $5,000,000 in sales  proceeds  during the term of
this Credit Agreement, if (I), in either case, (A) after giving pro forma effect
to any such  transaction  the  Borrower  shall be in  compliance  with all other
provisions of this Credit Agreement, including Sections 7.2, 8.1 and 8.2 and (B)
the gross cash proceeds of any such  transaction  are at least equal to the fair
market value of such property and (II) in connection with subclause (i), the Net
Cash Proceeds are forwarded to the Administrative  Agent as set forth in Section
3.3(b) and (c).

     8.7  Advances,  Investments  and  Loans.  No  Credit  Party  will  make any
Investments except for Permitted Investments.

     8.8 Dividends. No Credit Party will directly or indirectly,  (a) declare or
pay any dividends or make any other  distribution upon any shares of its capital
stock of any class or (b)  purchase,  redeem or  otherwise  acquire or retire or
make any provisions for  redemption,  acquisition or retirement of any shares of
its capital  stock of any class or any  warrants or options to purchase any such
shares;  provided  that any  Subsidiary of the Borrower may pay dividends to the
Borrower.

     8.9  Transactions  with  Affiliates.  Except  for  loans  to  employees  as
permitted  by Section 8.7, no Credit  Party will enter into any  transaction  or
series of transactions,  whether or not in the ordinary course of business, with
any officer, director, shareholder,  Subsidiary or Affiliate other than on terms
and conditions substantially as favorable as would be obtainable in a comparable
arm's-length  transaction  with  a  Person  other  than  an  officer,  director,
shareholder, Subsidiary or Affiliate.

     8.10 Fiscal Year; Organizational Documents. No Credit Party will (a) change
its fiscal year or (b) change its articles or  certificate of  incorporation  or
its  bylaws  if such  change  would  have or be  reasonably  expected  to have a
Material Adverse Effect.

     8.11 Subordinated  Debt. No Credit Party will (a) make or offer to make any
principal payments with respect to the Subordinated Debt, (b) redeem or offer to
redeem any of the  Subordinated  Debt,  or (c)  deposit  any funds  intended  to
discharge or defease any or all of the Subordinated  Debt. The Subordinated Debt
shall not be amended or modified in any manner without the prior written consent
of the Required Lenders.

     8.12  Limitations.  No Credit Party will directly or indirectly,  create or
otherwise cause,  incur,  assume,  suffer or permit to exist or become effective
any consensual encumbrance or restriction of any kind on the ability of any such
Person  to  (a) pay  dividends  or make any  other  distribution  on any of such
Person's  capital stock,  (b) pay any  Indebtedness  owed to the Borrower or any
other Credit Party,  (c) make loans or advances to any other Credit Party or (d)
transfer any of its property to any other Credit Party,  except for encumbrances
or restrictions  existing under or by reason of (i) customary  non-assignment or
net worth  provisions  in any lease  governing  a leasehold  interest,  (ii) any
agreement  or other  instrument  of a Person  existing  at the time it becomes a
Subsidiary of the Borrower; provided that such encumbrance or restriction is not
applicable to any other Person, or any property of any other Person,  other than
such Person  becoming a  Subsidiary  of the Borrower and was not entered into in
contemplation  of such Person  becoming a Subsidiary of the Borrower,  and (iii)
this Credit Agreement and the other Credit Documents.

     8.13 Negative  Pledges.  No Credit Party will enter into,  assume or become
subject to any agreement  prohibiting or otherwise  restricting  the creation or
assumption  of any Lien upon its  properties  or  assets,  whether  now owned or
hereafter  acquired,  or requiring the grant of any security for such obligation
if security is given for some other obligation.

     8.14  Capital  Expenditures.  The  Credit  Parties  shall not make  Capital
Expenditures in cash that would exceed,  in the aggregate (a) $16 million during
the fiscal  year of the  Borrower  ending  February  2, 1997 and (b) $10 million
during  the fiscal  year of the  Borrower  ending  February  1,  1998;  it being
understood  that for the purposes of this Section 8.14 "Capital  Expenditures in
cash"  shall mean all  Capital  Expenditures  other than (i) those  financed  as
permitted  under  Section  8.1 and  (ii)  Capital  Expenditures  related  to the
termination of the Existing TROL.

                                    SECTION 9

                                EVENTS OF DEFAULT

     9.1 Events of Default.  An Event of Default shall exist upon the occurrence
of any of the following specified events (each an "Event of Default"):

          (a) Payment.  Any Credit  Party shall  default in the payment (i) when
          due  of  any  principal  of any  of  the  Loans  or any  reimbursement
          obligation  arising  from  drawings  under  Letters  of Credit or (ii)
          within three days of when due of any interest on the Loans or any fees
          or other  amounts  owing  hereunder,  under  any of the  other  Credit
          Documents or in connection herewith.

          (b) Representations. Any representation, warranty or statement made or
          deemed  to be made by any  Credit  Party  herein,  in any of the other
          Credit  Documents,  or in any  statement or  certificate  delivered or
          required to be delivered pursuant hereto or thereto shall prove untrue
          in any material  respect on the date as of which it was made or deemed
          to have been made.

          (c) Covenants. Any Credit Party shall:

               (i) default in the due  performance  or  observance  of any term,
               covenant or agreement  contained in Sections  7.2, 7.3, 7.5, 7.6,
               7.7, 7.10,  7.11, 7.12, 7.13, 7.14 or 8.1 through 8.14 inclusive;
               or

               (ii) default in the due  performance  or  observance by it of any
               term,  covenant or  agreement  contained in Sections 7.1 and such
               default shall  continue  unremedied for a period of five Business
               Days after the earlier of an officer of a Credit  Party  becoming
               aware of such default or notice thereof given by an Agent; or

               (iii) default in the due  performance  or observance by it of any
               term,  covenant or  agreement  (other  than those  referred to in
               subsections  (a),  (b) or  (c)(i)  or (ii) of this  Section  9.1)
               contained  in  this  Credit  Agreement  and  such  default  shall
               continue  unremedied  for a period of at least 20 days  after the
               earlier of an officer of a Credit  Party  becoming  aware of such
               default or notice thereof given by an Agent.

          (d) Other Credit Documents.  (i) Any Credit Party shall default in the
          due  performance  or observance of any term,  covenant or agreement in
          any of the other  Credit  Documents  and such default  shall  continue
          unremedied  for a period of at least 20 days  after the  earlier of an
          officer of a Credit  Party  becoming  aware of such  default or notice
          thereof given by the Agent,  or (ii) any Credit Document shall fail to
          be in full force and effect or any Credit Party shall so assert or any
          Credit  Document  shall fail to give the Agents and/or the Lenders the
          security interests,  liens, rights, powers and privileges purported to
          be created thereby.

          (e) Guaranties.  The guaranty given by the Credit Parties hereunder or
          by any  Additional  Credit Party  hereafter or any  provision  thereof
          shall  cease  to be  in  full  force  and  effect,  or  any  guarantor
          thereunder  or any  Person  acting by or on  behalf of such  guarantor
          shall  deny or  disaffirm  such  Guarantor's  obligations  under  such
          guaranty.

          (f)  Bankruptcy,  etc. The  occurrence  of any of the  following  with
          respect  to the  Borrower  or any of its  Subsidiaries  (i) a court or
          governmental  agency having jurisdiction in the premises shall enter a
          decree or order for relief in respect  of the  Borrower  or any of its
          Subsidiaries in an involuntary  case under any applicable  bankruptcy,
          insolvency or other similar law now or hereafter in effect, or appoint
          a receiver, liquidator,  assignee, custodian, trustee, sequestrator or
          similar official of the Borrower or any of its Subsidiaries or for any
          substantial  part  of its  property  or  ordering  the  winding  up or
          liquidation  of its  affairs;  or (ii) an  involuntary  case under any
          applicable  bankruptcy,   insolvency  or  other  similar  law  now  or
          hereafter  in effect is  commenced  against the Borrower or any of its
          Subsidiaries  and such petition  remains  unstayed and in effect for a
          period of 60  consecutive  days;  or (iii) the  Borrower or any of its
          Subsidiaries  shall  commence a  voluntary  case under any  applicable
          bankruptcy,  insolvency  or  other  similar  law now or  hereafter  in
          effect,  or  consent  to  the  entry  of an  order  for  relief  in an
          involuntary  case under any such law, or consent to the appointment or
          taking  possession  by a receiver,  liquidator,  assignee,  custodian,
          trustee,  sequestrator  or  similar  official  of such  Person  or any
          substantial  part of its property or make any general  assignment  for
          the  benefit  of  creditors;  or  (iv)  the  Borrower  or  any  of its
          Subsidiaries  shall  admit in writing its  inability  to pay its debts
          generally  as they  become  due or any  action  shall be taken by such
          Person in furtherance of any of the aforesaid purposes.

          (g) Defaults under Other Agreements.  With respect to any Indebtedness
          (other than  Indebtedness  outstanding under this Credit Agreement) of
          the  Borrower or any of its  Subsidiaries  in an  aggregate  principal
          amount in excess  of  $500,000,  including,  without  limitation,  the
          Subordinated  Debt (i) a Credit Party shall (A) default in any payment
          (beyond the applicable grace period with respect thereto, if any) with
          respect to any such Indebtedness,  or (B) default (after giving effect
          to any  applicable  grace  period) in the  observance  or  performance
          relating  to such  Indebtedness  or  contained  in any  instrument  or
          agreement evidencing, securing or relating thereto, or any other event
          or  condition  shall  occur or  condition  exist,  the effect of which
          default or other event or condition is to cause, or permit, the holder
          or holders of such Indebtedness (or trustee or agent on behalf of such
          holders) to cause (determined  without regard to whether any notice or
          lapse of time is required) any such  Indebtedness  to become due prior
          to its  stated  maturity;  or (ii)  any  such  Indebtedness  shall  be
          declared  due and payable,  or required to be prepaid  other than by a
          regularly  scheduled required  prepayment prior to the stated maturity
          thereof;  or (iii)  any such  Indebtedness  shall  mature  and  remain
          unpaid.

          (h)  Judgments.  One or more  judgments,  orders,  or decrees shall be
          entered  against  any one or more of the Credit  Parties  involving  a
          liability of $500,000 or more,  in the  aggregate,  (to the extent not
          paid  or  covered  by   insurance   provided  by  a  carrier  who  has
          acknowledged  coverage) and such judgments,  orders or decrees (i) are
          the subject of any enforcement proceeding commenced by any creditor or
          (ii) shall  continue  unsatisfied,  undischarged  and  unstayed  for a
          period  ending on the first to occur of (A) the last day on which such
          judgment,  order or decree  becomes final and  unappealable  or (B) 20
          days.

          (i)  ERISA.   The  occurrence  of  any  of  the  following  events  or
          conditions:  (A) any "accumulated funding deficiency," as such term is
          defined in Section 302 of ERISA and  Section 412 of the Code,  whether
          or not waived, shall exist with respect to any Plan, or any lien shall
          arise on the assets of the Borrower or any of its  Subsidiaries or any
          ERISA  Affiliate  in favor of the  PBGC or a Plan;  (B) a  Termination
          Event shall occur with respect to a Single Employer Plan, which is, in
          the reasonable opinion of the Administrative  Agent,  likely to result
          in the termination of such Plan for purposes of Title IV of ERISA; (C)
          a Termination  Event shall occur with respect to a Multiemployer  Plan
          or Multiple Employer Plan, which is, in the reasonable  opinion of the
          Administrative  Agent, likely to result in (i) the termination of such
          Plan for purposes of Title IV of ERISA, or (ii) the Borrower or any of
          its  Subsidiaries  or any ERISA  Affiliate  incurring any liability in
          connection  with a  withdrawal  from,  reorganization  of (within  the
          meaning of Section 4241 of ERISA),  or insolvency  (within the meaning
          of  Section  4245 of  ERISA)  of  such  Plan;  or (D)  any  prohibited
          transaction  (within  the  meaning of Section  406 of ERISA or Section
          4975 of the Code) or breach of  fiduciary  responsibility  shall occur

          which may subject the Borrower or any of its Subsidiaries or any ERISA
          Affiliate to any liability under Sections 406, 409, 502(i),  or 502(l)
          of ERISA or Section 4975 of the Code,  or under any agreement or other
          instrument  pursuant to which the Borrower or any of its  Subsidiaries
          or any ERISA  Affiliate  has agreed or is  required to  indemnify  any
          person against any such liability.

          (j) Ownership. There shall occur a Change of Control.

          (k)  Subordinated  Debt.  (i)  Any  holder  of the  Subordinated  Debt
          alleges,  or any Governmental  Authority with applicable  jurisdiction
          determines that the Lenders are not holders of Senior Indebtedness (as
          defined  in  the  Indenture)  or  (ii)  the  subordination  provisions
          creating the Subordinated Debt shall, in whole or in part,  terminate,
          cease to be  effective  or  cease to be  legally  valid,  binding  and
          enforceable as to any holder of the Subordinated Debt.

     9.2 Acceleration; Remedies. Upon the occurrence of an Event of Default, and
at any time thereafter unless and until such Event of Default has been waived in
writing by the Required  Lenders (or the Lenders as may be required  hereunder),
the  Administrative  Agent shall, upon the request and direction of the Required
Lenders,  by written notice to the Borrower,  take any of the following  actions
without  prejudice  to the rights of the  Agents or any  Lender to  enforce  its
claims against the Credit Parties, except as otherwise specifically provided for
herein:

          (a)  Termination of Commitments.  Declare the  Commitments  terminated
          whereupon the Commitments shall be immediately terminated.

          (b)  Acceleration  of Loans.  Declare the unpaid  principal of and any
          accrued   interest  in  respect  of  all  Loans,   any   reimbursement
          obligations  arising from drawings under Letters of Credit and any and
          all other indebtedness or obligations of any and every kind owing by a
          Credit Party to any of the Lenders  hereunder to be due  whereupon the
          same shall be immediately due and payable without presentment, demand,
          protest or other notice of any kind, all of which are hereby waived by
          the Credit Parties.

          (c) Cash  Collateral.  Direct the  Borrower  to pay (and the  Borrower
          agrees that upon receipt of such notice,  or upon the occurrence of an
          Event of Default under Section 9.1(f),  they will  immediately pay) to
          the   Administrative   Agent  additional  cash,  to  be  held  by  the
          Administrative  Agent,  for  the  benefit  of the  Lenders,  in a cash
          collateral  account as additional  security for the LOC Obligations in
          respect of subsequent  drawings under all then outstanding  Letters of
          Credit in an amount equal to the maximum aggregate amount which may be
          drawn under all Letters of Credits then outstanding.

          (d)  Enforcement  of Rights.  Enforce any and all rights and interests
          created and existing under the Credit  Documents,  including,  without
          limitation,  all rights and  remedies  existing  under the  Collateral
          Documents,  all rights and remedies against a Guarantor and all rights
          of set-off.

Notwithstanding  the  foregoing,  if an Event of  Default  specified  in Section
9.1(f) shall occur, then the Commitments shall  automatically  terminate and all
Loans,  all  reimbursement  obligations  under  Letters of Credit,  all  accrued
interest in respect thereof,  all accrued and unpaid fees and other indebtedness
or obligations owing to the Lenders  hereunder shall immediately  become due and
payable  without  the giving of any notice or other  action by the Agents or the
Lenders, which notice or other action is expressly waived by the Credit Parties.

Notwithstanding  the fact that  enforcement  powers  reside  primarily  with the
Administrative  Agent,  each  Lender  has,  to the  extent  permitted  by law, a
separate right of payment and shall be considered a separate  "creditor" holding
a separate  "claim" within the meaning of Section 101(5) of the Bankruptcy  Code
or any other insolvency statute.

     9.3  Allocation  of Payments  After Event of Default.  Notwithstanding  any
other provisions of this Credit  Agreement,  after the occurrence and during the
continuance  of an Event of  Default,  all amounts  collected  or received by an
Agent or any Lender on account  of amounts  outstanding  under any of the Credit
Documents  or in respect of the  Collateral  shall be paid over or  delivered as
follows:

               FIRST, to the payment of all reasonable  out-of-pocket  costs and
          expenses (including without limitation  reasonable attorneys' fees) of
          the Agents in  connection  with  enforcing  the rights of the  Lenders
          under the Credit  Documents  and any  protective  advances made by the
          Agents with respect to the  Collateral  under or pursuant to the terms
          of the Collateral Documents;

               SECOND,  to  payment  of any fees  owed to an Agent or a  Issuing
          Lender;

               THIRD, to the payment of all reasonable  out-of-pocket  costs and
          expenses, (including, without limitation,  reasonable attorneys' fees)
          of each of the Lenders in connection  with  enforcing its rights under
          the Credit Documents;

               FOURTH,  to the payment of all accrued fees and interest  payable
          to the Lenders hereunder;

               FIFTH, to the payment of the outstanding  principal amount of the
          Loans and  unreimbursed  drawings  under  Letters  of  Credit,  to the
          payment or cash  collateralization  of the outstanding LOC Obligations
          and to any principal amounts outstanding under Hedging Agreements, pro
          rata, as set forth below;

               SIXTH, to all other  obligations  which shall have become due and
          payable under the Credit  Documents and not repaid pursuant to clauses
          "FIRST" through "FIFTH" above; and

               SEVENTH, to the payment of the surplus, if any, to whoever may be
          lawfully entitled to receive such surplus.

     In carrying out the foregoing, (a) amounts received shall be applied in the
     numerical  order provided until  exhausted prior to application to the next
     succeeding category;  (b) each of the Lenders shall receive an amount equal
     to its pro rata share (based on the  proportion  that the then  outstanding
     Loans,  LOC Obligations and  obligations  under Hedging  Agreements held by
     such Lender bears to the aggregate then outstanding  Loans, LOC Obligations
     and  obligations  under  Hedging  Agreements)  of amounts  available  to be
     applied pursuant to clauses "THIRD",  "FOURTH," "FIFTH," and "SIXTH" above;
     and (c) to the extent that any amounts available for distribution  pursuant
     to clause "FIFTH" above are  attributable  to the issued but undrawn amount
     of  outstanding  Letters  of  Credit,  such  amounts  shall  be held by the
     Collateral  Agent in a cash  collateral  account and applied (x) first,  to
     reimburse the Issuing  Lender from time to time for any drawings under such
     Letters of Credit and (y) then,  following the expiration of all Letters of
     Credit,  to all other obligations of the types described in clauses "FIFTH"
     and "SIXTH" above in the manner provided in this Section 9.3.

                                   SECTION 10

                                AGENCY PROVISIONS

     10.1  Appointment.  Each Lender hereby designates and appoints Barnett Bank
of Tampa as  Administrative  Agent and Collateral  Agent and  NationsBank,  N.A.
(South) as Documentation Agent of such Lender to act as specified herein and the
other Credit  Documents,  and each such Lender hereby  authorizes the Agents, as
the  agents  for such  Lender,  to take  such  action  on its  behalf  under the
provisions  of this  Credit  Agreement  and the other  Credit  Documents  and to
exercise such powers and perform such duties as are  expressly  delegated by the
terms hereof and of the other Credit Documents,  together with such other powers
as are  reasonably  incidental  thereto.  Notwithstanding  any  provision to the
contrary  elsewhere herein and in the other Credit  Documents,  the Agents shall
not have any duties or responsibilities, except those expressly set forth herein
and  therein,  or any  fiduciary  relationship  with any Lender,  and no implied
covenants, functions, responsibilities, duties, obligations or liabilities shall
be read into this Credit  Agreement  or any of the other  Credit  Documents,  or
shall  otherwise  exist against the Agents.  The  provisions of this Section are
solely for the  benefit of the  Agents  and the  Lenders  and none of the Credit
Parties  shall have any rights as a third party  beneficiary  of the  provisions
hereof.  In performing its functions and duties under this Credit  Agreement and
the other  Credit  Documents,  each  Agent  shall act  solely as an agent of the
Lenders  and does not  assume  and  shall  not be  deemed  to have  assumed  any
obligation or relationship of agency or trust with or for any Credit Party.

     10.2 Delegation of Duties. An Agent may execute any of its duties hereunder
or under the other Credit  Documents by or through  agents or  attorneys-in-fact
and shall be entitled to advice of counsel  concerning all matters pertaining to
such duties.  An Agent shall not be responsible for the negligence or misconduct
of any agents or attorneys-in-fact selected by it with reasonable care.

     10.3 Exculpatory Provisions.  Neither the Agents nor any of their officers,
directors,  employees,  agents,  attorneys-in-fact  or  affiliates  shall be (a)
liable for any action lawfully taken or omitted to be taken by it or such Person
under or in connection  herewith or in  connection  with any of the other Credit
Documents  (except  for its or such  Person's  own gross  negligence  or willful
misconduct)  or (b)  responsible  in any  manner to any of the  Lenders  for any
recitals,  statements,  representations  or warranties made by any of the Credit
Parties  contained  herein or in any of the  other  Credit  Documents  or in any
certificate,  report,  document,  financial  statement or other  written or oral
statement  referred to or  provided  for in, or received by an Agent under or in
connection  herewith  or in  connection  with the  other  Credit  Documents,  or
enforceability or sufficiency therefor of any of the other Credit Documents,  or
for any  failure  of the  Borrower  to  perform  its  obligations  hereunder  or
thereunder.  The  Agents  shall  not  be  responsible  to  any  Lender  for  the
effectiveness,   genuineness,   validity,   enforceability,   collectibility  or
sufficiency of this Credit  Agreement,  or any of the other Credit  Documents or
for any  representations,  warranties,  recitals  or  statements  made herein or
therein  or made by the  Borrower  or any  Credit  Party in any  written or oral
statement  or in  any  financial  or  other  statements,  instruments,  reports,
certificates  or  any  other  documents  in  connection  herewith  or  therewith
furnished  or made by an Agent to the  Lenders  or by or on behalf of the Credit
Parties to the Agents or any Lender or be required to ascertain or inquire as to
the  performance  or  observance  of any of the terms,  conditions,  provisions,
covenants  or  agreements  contained  herein or  therein or as to the use of the
proceeds of the Loans or the use of the Letters of Credit or of the existence or
possible  existence  of any  Default  or  Event of  Default  or to  inspect  the
properties,  books or records of the Credit Parties. The Agents are not trustees
for the Lenders and owe no fiduciary duty to the Lenders.

     10.4 Reliance on Communications.  The Agents shall be entitled to rely, and
shall be fully protected in relying, upon any note, writing, resolution, notice,
consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or

teletype message, statement, order or other document or conversation believed by
it to be genuine and correct and to have been signed, sent or made by the proper
Person or Persons and upon advice and  statements of legal  counsel  (including,
without  limitation,   counsel  to  any  of  the  Credit  Parties,   independent
accountants and other experts selected by the Agents with reasonable  care). The
Agents may deem and treat the  Lenders as the owner of its  interests  hereunder
for all purposes unless a written notice of assignment,  negotiation or transfer
thereof shall have been filed with the  Administrative  Agent in accordance with
Section  11.3(b).  The Agents shall be fully justified in failing or refusing to
take any action  under this Credit  Agreement  or under any of the other  Credit
Documents  unless it shall  first  receive  such  advice or  concurrence  of the
Required Lenders as it deems appropriate or it shall first be indemnified to its
satisfaction  by the Lenders against any and all liability and expense which may
be incurred by it by reason of taking or continuing to take any such action. The
Agents shall in all cases be fully  protected in acting,  or in refraining  from
acting,  hereunder or under any of the other Credit Documents in accordance with
a request of the  Required  Lenders (or to the extent  specifically  provided in
Section 11.6,  all the Lenders) and such request and any action taken or failure
to act pursuant  thereto shall be binding upon all the Lenders  (including their
successors and assigns).

     10.5 Notice of Default.  An Agent shall not be deemed to have  knowledge or
notice of the  occurrence  of any Default or Event of Default  hereunder  unless
such Agent has received  notice from a Lender or a Credit Party referring to the
Credit  Document,  describing  such Default or Event of Default and stating that
such notice is a "notice of default." In the event that the Administrative Agent
receives  such a notice,  the  Administrative  Agent  shall give  prompt  notice
thereof to the  Lenders.  The  Administrative  Agent shall take such action with
respect to such Default or Event of Default as shall be  reasonably  directed by
the Required Lenders.

     10.6  Non-Reliance  on Agents  and Other  Lenders.  Each  Lender  expressly
acknowledges that neither the Agents, NationsBanc Capital Markets, Inc. ("NCMI")
nor any of their officers,  directors,  employees, agents,  attorneys-in-fact or
affiliates has made any  representations  or warranties to it and that no act by
the Agents,  NCMI or any  affiliate  thereof  hereinafter  taken,  including any
review of the affairs of any Credit  Party,  shall be deemed to  constitute  any
representation  or  warranty  by the Agents or NCMI to any  Lender.  Each Lender
represents  to the  Agents  and  NCMI  that it has,  independently  and  without
reliance  upon  the  Agents  or NCMI or any  other  Lender,  and  based  on such
documents and information as it has deemed  appropriate,  made its own appraisal
of and investigation into the business, assets, operations,  property, financial
and other conditions,  prospects and  creditworthiness of the Credit Parties and
made its own  decision  to make its Loans  hereunder  and enter into this Credit
Agreement.  Each Lender also represents that it will,  independently and without
reliance upon the Agents,  NCMI or any other Lender, and based on such documents
and information as it shall deem  appropriate at the time,  continue to make its
own credit  analysis,  appraisals  and  decisions in taking or not taking action
under  this  Credit  Agreement,  and to  make  such  investigation  as it  deems
necessary to inform itself as to the  business,  assets,  operations,  property,
financial and other  conditions,  prospects and  creditworthiness  of the Credit
Parties.  Except for notices,  reports and other documents expressly required to
be furnished to the Lenders by the  Administrative  Agent hereunder,  the Agents
and NCMI shall not have any duty or  responsibility  to provide  any Lender with
any credit or other  information  concerning the business,  operations,  assets,
property,  financial or other conditions,  prospects or  creditworthiness of the
Credit Parties which may come into the possession of the Agents,  NCMI or any of
their officers, directors, employees, agents, attorneys-in-fact or affiliates.

     10.7  Indemnification.  The Lenders  agree to  indemnify  each Agent in its
capacity  as such (to the extent not  reimbursed  by the  Borrower  and  without
limiting the  obligation of the Borrower to do so),  ratably  according to their
respective  Commitments (or if the Commitments  have expired or been terminated,
in accordance  with the respective  principal  amounts of outstanding  Loans and
Participation   Interest  of  the  Lenders),   from  and  against  any  and  all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs,  expenses or  disbursements  of any kind whatsoever which may at any time

(including  without  limitation  at any time  following  payment  in full of the
Credit  Party  Obligations)  be imposed on,  incurred by or asserted  against an
Agent in its  capacity  as such in any way  relating  to or arising  out of this
Credit Agreement or the other Credit Documents or any documents  contemplated by
or  referred  to herein or therein or the  transactions  contemplated  hereby or
thereby or any action taken or omitted by an Agent under or in  connection  with
any of the foregoing; provided that no Lender shall be liable for the payment of
any  portion  of such  liabilities,  obligations,  losses,  damages,  penalties,
actions,  judgments,  suits, costs, expenses or disbursements resulting from the
gross negligence or willful  misconduct of an Agent. If any indemnity  furnished
to an Agent for any purpose shall, in the opinion of such Agent, be insufficient
or become impaired,  such Agent may call for additional  indemnity and cease, or
not commence, to do the acts indemnified against until such additional indemnity
is  furnished.  The  agreements in this Section shall survive the payment of the
Credit Party  Obligations and all other amounts payable  hereunder and under the
other Credit Documents.

     10.8 Agents in Their Individual Capacity. Each Agent and its affiliates may
make loans to, accept deposits from and generally engage in any kind of business
with the  Borrower  or any other  Credit  Party as though such Agent were not an
Agent hereunder. With respect to the Loans made and Letters of Credit issued and
all  obligations  owing to it, an Agent  shall  have the same  rights and powers
under this Credit  Agreement  as any Lender and may  exercise the same as though
they were not an Agent,  and the terms "Lender" and "Lenders" shall include each
Agent in its individual capacity.

     10.9  Successor  Agent.  Any Agent may,  at any time,  resign  upon 20 days
written notice to the Lenders.  Upon any such resignation,  the Required Lenders
shall have the right to appoint a successor  Agent.  If no successor Agent shall
have been so appointed by the Required  Lenders,  and shall have  accepted  such
appointment,  within 45 days after the notice of resignation,  then the retiring
Agent  shall  select a  successor  Agent  provided  such  successor  is a Lender
hereunder or a commercial  bank organized under the laws of the United States of
America or of any State  thereof  and has a combined  capital  and surplus of at
least $400,000,000. Upon the acceptance of any appointment as an Agent hereunder
by a  successor,  such  successor  Agent shall  thereupon  succeed to and become
vested with all the rights, powers, privileges and duties of the retiring Agent,
and the retiring Agent shall be discharged from its duties and obligations as an
Agent,  as  appropriate,  under  this  Credit  Agreement  and the  other  Credit
Documents and the  provisions of this Section 10.9 shall inure to its benefit as
to any  actions  taken or omitted to be taken by it while it was an Agent  under
this Credit Agreement.

                                   SECTION 11

                                  MISCELLANEOUS

     11.1 Notices.  Except as otherwise  expressly  provided herein, all notices
and other  communications  shall have been duly given and shall be effective (a)
when delivered, (b) when transmitted via telecopy (or other facsimile device) to
the number set out below,  (c) the Business Day  following  the day on which the
same has been delivered  prepaid to a reputable  national  overnight air courier
service,  or (d) the third  Business Day  following the day on which the same is
sent by certified  or  registered  mail,  postage  prepaid,  in each case to the
respective  parties at the  address or  telecopy  numbers  set forth on Schedule
11.1,  or at such other  address as such party may specify by written  notice to
the other parties hereto.

     11.2 Right of Set-Off.  In addition to any rights now or hereafter  granted
under  applicable  law or  otherwise,  and not by way of  limitation of any such
rights,  upon the  occurrence  of an Event of Default  and the  commencement  of
remedies  described in Section 9.2,  each Lender is  authorized  at any time and
from time to time, without presentment,  demand,  protest or other notice of any

kind (all of which  rights  being hereby  expressly  waived),  to set-off and to
appropriate  and apply any and all  deposits  (general or special) and any other
indebtedness  at any  time  held or  owing by such  Lender  (including,  without
limitation, branches, agencies or Affiliates of such Lender wherever located) to
or for the credit or the account of any Credit  Party  against  obligations  and
liabilities of such Credit Party to the Lenders hereunder,  under the Notes, the
other Credit Documents or otherwise,  irrespective of whether the Administrative
Agent or the Lenders  shall have made any demand  hereunder  and  although  such
obligations,  liabilities  or  claims,  or any of  them,  may be  contingent  or
unmatured,  and any such set-off  shall be deemed to have been made  immediately
upon the  occurrence  of an Event of Default  even though such charge is made or
entered on the books of such  Lender  subsequent  thereto.  The  Credit  Parties
hereby  agree  that any  Person  purchasing  a  participation  in the  Loans and
Commitments hereunder pursuant to Section 11.3(c) or 3.8 may exercise all rights
of set-off with respect to its participation interest as fully as if such Person
were a Lender hereunder.

     11.3 Benefit of Agreement.

          (a) Generally.  This Credit  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  none of the  Credit
          Parties  may  assign  and  transfer  any of its  interests  (except as
          permitted by Section 8.4 or 8.5) without the prior written  consent of
          the Lenders;  and  provided  further that the rights of each Lender to
          transfer,   assign  or  grant  participations  in  its  rights  and/or
          obligations   hereunder  shall  be  limited  as  set  forth  below  in
          subsections  (b) and (c) of this  Section  11.3.  Notwithstanding  the
          above (including anything set forth in subsections (b) and (c) of this
          Section 11.3), nothing herein shall restrict,  prevent or prohibit any
          Lender from (A) pledging its Loans hereunder to a Federal Reserve Bank
          in support of borrowings made by such Lender from such Federal Reserve
          Bank, or (B) granting  assignments or  participations in such Lender's
          Loans and/or Commitments hereunder to its parent company and/or to any
          Affiliate  of such  Lender  or to any  existing  Lender  or  Affiliate
          thereof.

          (b)  Assignments.  Each Lender may, with the prior written  consent of
          the Borrower and the Agents  (provided that no consent of the Borrower
          shall be required during the existence and continuation of an Event of
          Default), which consent shall not be unreasonably withheld or delayed,
          assign  all or a  portion  of its  rights  and  obligations  hereunder
          pursuant  to an  assignment  agreement  substantially  in the  form of
          Exhibit 11.3 to one or more Eligible Assignees;  provided that (i) any
          such assignment  shall be in a minimum  aggregate amount of $5,000,000
          of the Commitments and in integral  multiples of $1,000,000 above such
          amount (or the remaining  amount of  Commitments  held by such Lender)
          and (ii) each such  assignment  shall be of a constant,  not  varying,
          percentage of all of the  assigning  Lender's  rights and  obligations
          under the Commitment being assigned. Any assignment hereunder shall be
          effective  upon  satisfaction  of the  conditions  set forth above and
          delivery to the  Administrative  Agent of a duly  executed  assignment
          agreement  together  with a  transfer  fee of  $5,000  payable  to the
          Administrative  Agent for its own account.  Upon the  effectiveness of
          any such  assignment,  the  assignee  shall  become a "Lender" for all
          purposes of this Credit  Agreement and the other Credit Documents and,
          to the  extent  of such  assignment,  the  assigning  Lender  shall be
          relieved of its  obligations  hereunder to the extent of the Loans and
          Commitment  components  being assigned.  Along such lines the Borrower
          agrees that upon notice of any such  assignment  and  surrender of the
          appropriate  Note or Notes, it will promptly  provide to the assigning
          Lender and to the assignee separate  promissory notes in the amount of
          their respective  interests  substantially in the form of the original
          Note  or  Notes  (but  with  notation  thereon  that  it is  given  in
          substitution  for and replacement of the original Note or Notes or any
          replacement notes thereof).

          By executing and delivering an assignment agreement in accordance with
          this Section 11.3(b), the assigning Lender thereunder and the assignee
          thereunder shall be deemed to confirm to and agree with each other and
          the  other  parties  hereto  as  follows:  (i) such  assigning  Lender
          warrants  that it is the legal and  beneficial  owner of the  interest
          being  assigned  thereby  free and clear of any adverse  claim and the
          assignee warrants that it is an Eligible Assignee;  (ii) except as set
          forth  in  clause  (i)  above,   such   assigning   Lender   makes  no
          representation or warranty and assumes no responsibility  with respect
          to  any  statements,  warranties  or  representations  made  in  or in
          connection  with  this  Credit  Agreement,  any  of the  other  Credit
          Documents  or any other  instrument  or  document  furnished  pursuant
          hereto   or   thereto,   or   the   execution,   legality,   validity,
          enforceability,  genuineness,  sufficiency  or  value  of this  Credit
          Agreement,  any of the other Credit  Documents or any other instrument
          or  document  furnished  pursuant  hereto or thereto or the  financial
          condition of any Credit Party or the  performance or observance by any
          Credit Party of any of its  obligations  under this Credit  Agreement,
          any of the other Credit  Documents or any other instrument or document
          furnished pursuant hereto or thereto;  (iii) such assignee  represents
          and  warrants  that  it is  legally  authorized  to  enter  into  such
          assignment agreement; (iv) such assignee confirms that it has received
          a copy of this Credit  Agreement,  the other Credit Documents and such
          other documents and  information as it has deemed  appropriate to make
          its own credit  analysis  and  decision to enter into such  assignment
          agreement;  (v) such assignee will  independently and without reliance
          upon the Agents,  such assigning Lender or any other Lender, and based
          on such documents and information as it shall deem  appropriate at the
          time,  continue  to make its own  credit  decisions  in  taking or not
          taking  action  under  this  Credit  Agreement  and the  other  Credit
          Documents;  (vi) such assignee  appoints and  authorizes the Agents to
          take such action on its behalf and to exercise  such powers under this
          Credit  Agreement or any other Credit Document as are delegated to the
          Agents by the terms  hereof or thereof,  together  with such powers as
          are reasonably incidental thereto; and (vii) such assignee agrees that
          it will  perform in  accordance  with their terms all the  obligations
          which by the  terms of this  Credit  Agreement  and the  other  Credit
          Documents are required to be performed by it as a Lender.

          (c) Participations.  Each Lender may sell,  transfer,  grant or assign
          participations  in all or any  part of  such  Lender's  interests  and
          obligations  hereunder;  provided  that (i) such selling  Lender shall
          remain a "Lender" for all purposes under this Credit  Agreement  (such
          selling  Lender's  obligations  under the Credit  Documents  remaining
          unchanged)  and  the   participant   shall  not  constitute  a  Lender
          hereunder,  (ii) no such participant shall have, or be granted, rights
          to approve any amendment or waiver  relating to this Credit  Agreement
          or the other Credit  Documents except to the extent any such amendment
          or waiver would (A) reduce the  principal of or rate of interest on or
          fees in respect of any Loans in which the participant is participating
          or increase any  Commitments  with respect  thereto,  (B) postpone the
          date fixed for any payment of principal  (including  the  extension of
          the  final  maturity  of  any  Loan  or  the  date  of  any  mandatory
          prepayment),   interest   or  fees  in  which   the   participant   is
          participating,  or  (C)  release  all  or  substantially  all  of  the
          collateral or guaranties  (except as expressly  provided in the Credit
          Documents)  supporting  any of the Loans or  Commitments  in which the
          participant  is  participating,   (iii)   sub-participations   by  the
          participant (except to an Affiliate,  parent company or Affiliate of a
          parent  company of the  participant)  shall be prohibited and (iv) any
          such  participations  shall  be  in  a  minimum  aggregate  amount  of
          $5,000,000 of the Commitments and in integral  multiples of $1,000,000
          in  excess  thereof.  In the  case  of  any  such  participation,  the
          participant  shall not have any rights under this Credit  Agreement or
          the other  Credit  Documents  (the  participant's  rights  against the
          selling Lender in respect of such  participation to be those set forth
          in  the  participation   agreement  with  such  Lender  creating  such
          participation) and all amounts payable by the Borrower hereunder shall
          be  determined  as if such  Lender  had not sold  such  participation;
          provided,  however, that such participant shall be entitled to receive
          additional amounts under Sections 3.9, 3.12, 3.13 and 3.14 to the same
          extent  that the  Lender  from  which such  participant  acquired  its
          participation would be entitled to the benefit of such cost protection
          provisions.

     11.4 No Waiver; Remedies Cumulative.  No failure or delay on the part of an
Agent or any Lender in  exercising  any right,  power or privilege  hereunder or
under any other Credit Document and no course of dealing between the Borrower or
any Credit Party and the Agents or any Lender shall operate as a waiver thereof;
nor shall any  single or  partial  exercise  of any  right,  power or  privilege
hereunder  or under any other  Credit  Document  preclude  any other or  further
exercise  thereof  or the  exercise  of any  other  right,  power  or  privilege
hereunder or thereunder.  The rights and remedies provided herein are cumulative
and not exclusive of any rights or remedies which the Agents or any Lender would
otherwise  have.  No notice to or demand on any  Credit  Party 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 Agents or the
Lenders to any other or further  action in any  circumstances  without notice or
demand.

     11.5 Payment of Expenses; Indemnification. The Credit Parties agree to: (a)
pay all  reasonable  out-of-pocket  costs and  expenses  of (i) the  Agents  and
NationsBanc   Capital  Markets,   Inc.  ("NCMI")  in  connection  with  (A)  the
negotiation,  preparation,  execution  and delivery and  administration  of this
Credit   Agreement  and  the  other  Credit  Documents  and  the  documents  and
instruments referred to therein (including,  without limitation,  the reasonable
fees and  expenses of Moore & Van Allen,  special  counsel to the Agents and the
fees and  expenses  of counsel  for the  Agents in  connection  with  collateral
issues),  and (B) any amendment,  waiver or consent  relating hereto and thereto
including,  but not  limited  to,  any  such  amendments,  waivers  or  consents
resulting from or related to any work-out, renegotiation or restructure relating
to the  performance by the Credit  Parties under this Credit  Agreement and (ii)
the Agents and the  Lenders in  connection  with (A)  enforcement  of the Credit
Documents  and the  documents and  instruments  referred to therein,  including,
without limitation, in connection with any such enforcement, the reasonable fees
and disbursements of counsel for the Agents and each of the Lenders, and (B) any
bankruptcy or insolvency proceeding of a Credit Party of any of its Subsidiaries
and (b) indemnify  each Agent,  NCMI and each Lender,  its officers,  directors,
employees,  representatives  and  agents  from  and hold  each of them  harmless
against any and all losses, liabilities, claims, damages or expenses incurred by
any of them as a result of, or arising  out of, or in any way  related to, or by
reason of, any investigation, litigation or other proceeding (whether or not any
Agent,  NCMI or Lender is a party  thereto)  related  to (i) the  entering  into
and/or  performance  of any Credit  Document or the use of proceeds of any Loans
(including  other  extensions of credit)  hereunder or the  consummation  of any
other  transactions  contemplated  in any Credit  Document,  including,  without
limitation,  the  reasonable  fees and  disbursements  of  counsel  incurred  in
connection  with any such  investigation,  litigation or other  proceeding  (but
excluding  any such  losses,  liabilities,  claims,  damages or  expenses to the
extent incurred by reason of gross negligence or willful  misconduct on the part
of the Person to be  indemnified),  (ii) any  Environmental  Claim and (iii) any
claims for Non-Excluded Taxes or Florida Taxes.

     11.6  Amendments,  Waivers and Consents.  Neither this Credit Agreement nor
any other Credit Document nor any of the terms hereof or thereof may be amended,
changed, waived, discharged or terminated unless such amendment, change, waiver,
discharge or  termination  is in writing and signed by the Required  Lenders and
the then  Credit  Parties;  provided  that no such  amendment,  change,  waiver,
discharge  or  termination  shall  without the  consent of each Lender  affected
thereby:

          (a) extend the final  maturity of any Loan or any  portion  thereof or
          postpone any other date fixed for any payment of principal;

          (b) reduce the rate or extend the time of payment of  interest  (other
          than as a result of  waiving  the  applicability  of any  post-default
          increase in interest rates) thereon or fees hereunder;

          (c) reduce or waive the principal amount of any Loan;

          (d) increase  the  Commitment  of a Lender over the amount  thereof in
          effect (it being understood and agreed that a waiver of any Default or
          Event  of  Default  or a  waiver  of any  mandatory  reduction  in the
          Commitments  shall  not  constitute  a  change  in  the  terms  of any
          Commitment of any Lender);

          (e) release all or  substantially  all of the Collateral  securing the
          Credit Party Obligations hereunder (provided that the Collateral Agent
          may,  without  consent from any other Lender,  release any  Collateral
          that is sold or  transferred  by a Credit  Party in  conformance  with
          Section 8.5);

          (f) release the Borrower or any of the other  Credit  Parties from its
          obligations under the Credit Documents;

          (g) amend,  modify or waive any  provision  of this Section or Section
          3.4(a),  3.4(b)(i),  3.7, 3.8, 3.9,  3.10,  3.11,  3.12,  3.13,  3.14,
          9.1(a), 11.2, 11.3 or 11.5;

          (h) reduce any  percentage  specified  in, or  otherwise  modify,  the
          definition of Required Lenders;

          (i) consent to the assignment or transfer by the Borrower or of any of
          its  rights  and  obligations  under  (or in  respect  of) the  Credit
          Documents except as permitted under Section 8.4; or

          (j) modify or amend the definition of the term "Borrowing Base Assets"
          in Section 1.1 in a manner that would (i) increase the  percentage  as
          to Eligible  Inventory  above 65%, (ii) increase the  percentage as to
          Eligible Real Estate above 75% or (iii)  increase the percentage as to
          Eligible Equipment in any amount.

Notwithstanding  the fact that the  consent of all the  Lenders is  required  in
certain circumstances as set forth above, (x) each Lender is entitled to vote as
such Lender sees fit on any  reorganization  plan that  affects the Loans or the
Letters of Credit,  and each Lender  acknowledges that the provisions of Section
1126(c) of the Bankruptcy Code supersedes the unanimous  consent  provisions set
forth herein and (y) the Required Lenders may consent to allow a Credit Party to
use cash collateral in the context of a bankruptcy or insolvency proceeding.

     11.7  Counterparts.  This Credit Agreement may be executed in any number of
counterparts,  each of  which  where  so  executed  and  delivered  shall  be an
original,  but all of which shall  constitute  one and the same  instrument.  It
shall not be necessary  in making  proof of this Credit  Agreement to produce or
account for more than one such counterpart.

     11.8  Headings.  The headings of the sections  and  subsections  hereof are
provided  for  convenience  only and shall not in any way affect the  meaning or
construction of any provision of this Credit Agreement.

     11.9  Defaulting  Lender.  Each Lender  understands and agrees that if such
Lender is a Defaulting  Lender then  notwithstanding  the  provisions of Section
11.6 it shall not be entitled to vote on any matter requiring the consent of the
Required  Lenders or to object to any matter  requiring  the  consent of all the
Lenders;  provided,  however,  that all other benefits and obligations under the
Credit Documents shall apply to such Defaulting Lender.

     11.10 Survival of Indemnification and  Representations and Warranties.  All
indemnities set forth herein and all  representations and warranties made herein
shall survive the execution and delivery of this Credit Agreement, the making of

the Loans, the issuance of the Letters of Credit and the repayment of the Loans,
LOC  Obligations  and other  obligations  and the termination of the Commitments
hereunder.

     11.11 Governing Law; Jurisdiction.

          (a) THIS  AGREEMENT AND THE OTHER CREDIT  DOCUMENTS AND THE RIGHTS AND
          OBLIGATIONS OF THE PARTIES  HEREUNDER AND THEREUNDER SHALL BE GOVERNED
          BY AND CONSTRUED AND  INTERPRETED  IN ACCORDANCE  WITH THE LAWS OF THE
          STATE OF FLORIDA.  Any legal action or proceeding with respect to this
          Agreement or any other Credit Document may be brought in the courts of
          the State of  Florida  (including  the  Hillsborough  County,  Florida
          Circuit  Court) or of the United  States for the  Middle  District  of
          Florida,  Tampa division and, by execution and delivery of this Credit
          Agreement, each Credit Party hereby irrevocably accepts for itself and
          in  respect  of  its  property,  generally  and  unconditionally,  the
          jurisdiction  of such courts.  Each Credit Party  further  irrevocably
          consents to the  service of process  out 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 it at the
          address for notices  pursuant to Section 11.1,  such service to become
          effective 15 days after such mailing.  Nothing herein shall affect the
          right of a Lender to serve  process in any other  manner  permitted by
          law or to commence legal proceedings or to otherwise proceed against a
          Credit Party in any other jurisdiction.  Each Credit Party agrees that
          a final  judgment in any action or proceeding  shall be conclusive and
          may be enforced in other  jurisdictions  by suit on the judgment or in
          any other  manner  provided  by law;  provided  that  nothing  in this
          Section  11.11(a) is intended to impair a Credit  Party's  right under
          applicable law to appeal or seek a stay of any judgment.

          (b) Each Credit Party hereby irrevocably waives any objection which it
          may  now or  hereafter  have  to the  laying  of  venue  of any of the
          aforesaid actions or proceedings  arising out of or in connection with
          this  Agreement  or any other  Credit  Document  brought in the courts
          referred to in subsection  (a) hereof and hereby  further  irrevocably
          waives  and  agrees  not to plead or claim in any such  court that any
          such action or  proceeding  brought in any such court has been brought
          in an inconvenient forum.

     11.12 Waiver of Jury Trial.  EACH OF THE PARTIES TO THIS  AGREEMENT  HEREBY
IRREVOCABLY  WAIVES  ALL  RIGHT TO TRIAL BY JURY IN ANY  ACTION,  PROCEEDING  OR
COUNTERCLAIM  ARISING OUT OF OR RELATING  TO THIS CREDIT  AGREEMENT,  ANY OF THE
OTHER CREDIT DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY.

     11.13 Time.  All  references  to time herein shall be references to Eastern
Standard Time or Eastern  Daylight  time,  as the case may be, unless  specified
otherwise.

     11.14  Severability.  If any  provision  of any of the Credit  Documents is
determined to be illegal,  invalid or  unenforceable,  such  provision  shall be
fully  severable  and the  remaining  provisions  shall remain in full force and
effect and shall be construed  without giving effect to the illegal,  invalid or
unenforceable provisions.

     11.15  Entirety.  This  Credit  Agreement  together  with the other  Credit
Documents represent the entire agreement of the parties hereto and thereto,  and
supersede all prior  agreements  and  understandings,  oral or written,  if any,
including  any  commitment  letters  or  correspondence  relating  to the Credit
Documents or the transactions contemplated herein and therein.

     11.16 Binding Effect.  This Credit Agreement shall become effective at such
time when all of the  conditions set forth in Section 5.1 have been satisfied or
waived by the  Lenders  and it shall have been  executed  by the  Borrower,  the
Guarantors  and the Agents,  and the Agents shall have  received  copies  hereof
(telefaxed or otherwise) which, when taken together, bear the signatures of each
Lender,  and thereafter this Credit Agreement shall be binding upon and inure to
the  benefit of the  Borrower,  the  Guarantors,  the Agents and each Lender and
their respective successors and assigns.

     11.17  Confidentiality.  Each Lender agrees that it will use its reasonable
best efforts to keep  confidential  and to cause any  representative  designated
under Section 7.12 to keep confidential any non-public  information from time to
time supplied to it under any Credit Document;  provided,  however, that nothing
herein shall prevent the disclosure of any such  information to (a) the extent a
Lender in good faith believes such disclosure is required by Requirement of Law,
(b) counsel for a Lender or to its  accountants,  (c) bank examiners or auditors
or comparable  Persons,  (d) any affiliate of a Lender, (e) any other Lender, or
any assignee,  transferee or participant, or any potential assignee,  transferee
or  participant,  of all or  any  portion  of any  Lender's  rights  under  this
Agreement who is notified of the  confidential  nature of the information or (f)
any other Person in connection  with any  litigation to which any one or more of
the  Lenders is a party;  and  provided  further  that no Lender  shall have any
obligation under this Section 11.17 to the extent any such  information  becomes
available on a non-confidential basis from a source other than a Credit Party or
that any information  becomes publicly  available other than by a breach of this
Section 11.17. 

Basic Info X:

Name: BANK CREDIT AGREEMENT
Type: Credit Agreement
Date: Dec. 11, 1996
Company: JUMBOSPORTS INC
State: Delaware

Other info:

Date:

  • June 4 , 1996
  • November 10 , 1994
  • May 10 , 1995
  • Saturday
  • Sunday
  • April 19 , 1996
  • November 4 , 1993
  • last Business Day
  • June 4 , 1998
  • last day of the
  • January 1 , April 1 , July 1
  • October 1
  • February 1996
  • March 1996
  • April 1996
  • April 30 , 1996
  • January 28 , 1996
  • second fiscal quarter of 1996
  • February 3 , 1997
  • fourth fiscal quarter
  • third fiscal quarter
  • February 2 , 1997
  • February 1 , 1998

Organization:

  • 7.3 Preservation of Existence
  • National Association as Documentation Agent
  • First Security Bank of Utah
  • Applicable Applicable Applicable Percentage Pricing Senior Debt to Percentage For Percentage For For Letter of Level Capitalization Eurodollar
  • Applicable Percentage for Revolving Loans and Letter of Credit Fee
  • National Environmental Policy
  • Eurodollar Rate = London Interbank Offered Rate
  • Eurodollar Reserve Percentage
  • Federal Reserve Bank of New York
  • Additional Credit Party
  • definition of Credit Party Obligations
  • Barnett Banks Trust Company
  • Reuters Screen LIBO
  • Moody 's Investors Service , Inc.
  • Pension Benefit Guaranty Corporation
  • Standard & Poor 's Ratings Group
  • McGraw Hill , Inc.
  • Time Periods and Other Definitional Provisions
  • Reductions of Revolving Committed Amount
  • Revolving Loan Commitment Percentage of the Revolving Committed Amount
  • Existing Letter of Credit
  • Revolving Loan Commitment Percentage of such Existing Letters of Credit
  • The Uniform Customs and Practice for Documentary Credits
  • International Chamber of Commerce Publication No
  • Adjusted Base Rate
  • Adjusted Eurodollar Rate
  • Default Rate of Interest
  • Interest Payment Date
  • Manner of Payments
  • Letter of Credit Fees
  • Computations of Interest
  • Pro Rata Treatment
  • Federal Funds Rate
  • State of Florida
  • GUARANTY 4.1 Guaranty of Payment
  • Limitation of Guaranty
  • Executed Credit Documents
  • Board of Directors of each Credit Party
  • c Financial Statements
  • Deloitte & Touche LLP
  • Personal Property Collateral
  • Real Property Collateral
  • h Evidence of Insurance
  • Credit Parties of
  • All Extensions of Credit
  • Revolving Commitment Amount
  • Notice of Borrowing
  • Interstate Commerce Act
  • Board of Governors of the Federal Reserve System
  • Comprehensive Environmental Response
  • vii No Credit Party
  • Location of Collateral
  • Leasehold Mortgaged Properties
  • Annual Financial Statements
  • b Quarterly Financial Statements
  • c Monthly Financial Statements
  • Securities and Exchange Commission
  • United States Environmental Protection Agency
  • United States Occupational Health and Safety Administration
  • Department of Labor
  • Internal Revenue Service
  • Cash Flow Coverage Ratio
  • Borrowing Base Assets
  • Collateral of such Credit Party
  • Maintenance of Property
  • Collateral Agent as Collateral
  • Additional Credit Parties
  • Interest Rate Protection Agreements
  • Revolving Loan Maturity Date
  • Leasehold Mortgaged Property
  • Leasehold Mortgage Property
  • Title Insurance Company
  • Minimum Standard Detail Requirements for Land Title Surveys
  • American Land Title Association
  • Federal Emergency Management Agency
  • NEGATIVE COVENANTS Each Credit Party
  • Nature of Business
  • Sports & Recreation , Inc.
  • Secretary of State
  • Restated Security Agreement
  • Lease of Assets
  • Material Adverse Effect
  • Other Credit Documents
  • Any Credit Party
  • Change of Control
  • Termination of Commitments
  • Enforcement of Rights
  • Allocation of Payments After Event of Default
  • Barnett Bank of Tampa as Administrative Agent and Collateral Agent
  • Delegation of Duties
  • Reliance on Communications
  • Notice of Default
  • Non-Reliance on Agents and Other Lenders
  • Their Individual Capacity
  • NationsBanc Capital Markets , Inc.
  • Moore & Van Allen
  • Eligible Real Estate
  • Florida Circuit Court
  • Eastern Standard Time or Eastern Daylight

Location:

  • Lessee
  • N.A.
  • United States Code
  • Delaware
  • Charlotte
  • North Carolina
  • New York
  • A.M.
  • London
  • Tampa
  • U.S.
  • United States of America
  • State of Florida
  • Hillsborough County
  • Middle District of Florida

Money:

  • $ 285 million
  • $ 500,000,000
  • $ '' means dollars
  • $ 500 million
  • $ 285,000,000
  • $ 74,750,000
  • $ 250,000
  • $ 10,000,000
  • $ 55 million
  • $ 142,000,000
  • $ 50 million
  • $ 7,000,000
  • $ 36,000,000
  • $ 24,000,000
  • $ 50,000,000
  • $ 16 million
  • $ 10 million
  • $ 400,000,000
  • $ 5,000,000
  • $ 1,000,000

Person:

  • BARNETT
  • Lien

Time:

  • 12:01 a.m.
  • 1:00 p.m.
  • 11:00 a.m.
  • 2:00 p.m.

Percent:

  • 10 %
  • 1.25 % .25 % 1.25 %
  • 1.50 % .50 % 1.50 %
  • 1.75 % .75 % 1.75 %
  • 2.00 % 1.00 % 2.00 %
  • 2.25 % 1.25 % 2.25 %
  • 2.50 % 1.50 % 2.50 %
  • 55 %
  • 30 %
  • .375 %
  • 1 %
  • 23 %
  • 100 %
  • one percent .25 %
  • 2 %
  • 65 %