Exhibit 10.29 FORM OF CREDIT AGREEMENT

Exhibit 10.29

FORM OF CREDIT AGREEMENT

AMONG

XXXXXXX AMERICAN CORPORATION
("Borrower")

THE LENDERS SET FORTH ON SCHEDULE 1 HERETO
("Lenders")

FIRST UNION NATIONAL BANK,
AS AGENT FOR THE LENDERS
("Agent")

December __, 1998

TABLE OF CONTENTS

Page

SECTION 1 - DEFINITIONS........................................ 1
1.1. Definitions.............................................. 1
1.2. Rules of Construction.................................... 13
1.3. Proforma Calculations.................................... 13

SECTION 2 - CREDIT FACILITY.................................... 13
2.1. The Facilities........................................... 13
2.2. Promissory Notes......................................... 14
2.3. Lenders' Participation................................... 14
2.4. Use of Proceeds.......................................... 14
2.5. Repayment................................................ 14
2.6. Interest................................................. 15
2.7. Advances................................................. 18
2.8. Reduction and Termination of Commitment.................. 20
2.9. Prepayment............................................... 20
2.10. Funding Costs and Loss of Earnings....................... 22
2.11. Payments................................................. 22
2.12. Commitment Fee........................................... 22
2.13. Agent's Fees............................................. 23
2.14. Regulatory Changes in Capital Requirements............... 23

SECTION 2A - LETTERS OF CREDIT................................. 24
2A.1. Availability of Credits................................. 24
2A.2. Commitment Availability................................. 24
2A.3. Approval and Issuance................................... 24
2A.4. Obligations of the Borrower............................. 25
2A.5. Payment by Lenders on Letters of Credit................. 26
2A.6. Collateral Security..................................... 26
2A.7. General Terms of Credits................................ 27

SECTION 3 - REPRESENTATIONS AND WARRANTIES..................... 28
3.1. Organization and Good Standing........................... 28
3.2. Power and Authority; Validity of Agreement............... 28
3.3. No Violation of Laws or Agreements....................... 28
3.4. Material Contracts....................................... 28
3.5. Compliance............................................... 28
3.6. Litigation............................................... 29
3.7. Title to Assets.......................................... 29

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3.8. Accuracy of Information; Full Disclosure................ 29
3.9. Taxes and Assessments................................... 30
3.10. Indebtedness............................................ 30
3.11. Management Agreements................................... 30
3.12. Investments............................................. 30
3.13. ERISA................................................... 30
3.14. Fees and Commissions.................................... 31
3.15. No Extension of Credit for Securities................... 31
3.16. Perfection of Security Interest......................... 31
3.17. Hazardous Wastes, Substances and Petroleum Products..... 31
3.18. Solvency................................................ 32
3.19. Employee Controversies.................................. 32

SECTION 4 - CONDITIONS......................................... 33
4.1. Effectiveness............................................ 33
4.2. Advances................................................. 35

SECTION 5 - AFFIRMATIVE COVENANTS.............................. 35
5.1. Existence and Good Standing.............................. 35
5.2. Interim Financial Statements............................. 36
5.3. Annual Financial Statements.............................. 36
5.4. Compliance Certificate................................... 36
5.5. Additional Reports....................................... 36
5.6. Public Information....................................... 36
5.7. Books and Records........................................ 36
5.8. Insurance................................................ 37
5.9. Litigation; Event of Default............................. 37
5.10. Taxes.................................................... 37
5.11. Costs and Expenses....................................... 37
5.12. Compliance; Notification................................. 37
5.13. ERISA.................................................... 38
5.14. Total Debt to EBITDA Ratio............................... 38
5.15. Senior Debt to EBITDA.................................... 38
5.16. Minimum EBITDA........................................... 39
5.17. Minimum Debt Service Coverage Ratio...................... 39
5.18. Minimum Fixed Charge Coverage Ratio...................... 39
5.19. Borrowing Base........................................... 39
5.20. Management Changes....................................... 39
5.21. Transactions Among Affiliates............................ 39
5.22. Joinders, etc............................................ 39

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5.23. Additional Collateral Security Documents................. 40
5.24. Other Information........................................ 40

SECTION 6 - NEGATIVE COVENANTS................................. 40
6.1. Indebtedness............................................. 40
6.2. Guaranties............................................... 40
6.3. Loans.................................................... 40
6.4. Liens and Encumbrances................................... 40
6.5. Additional Negative Pledge............................... 41
6.6. Restricted Payments...................................... 41
6.7. Transfer of Assets; Liquidation.......................... 41
6.8. Acquisitions and Investments............................. 41
6.9. Payments to Affiliates................................... 42
6.10. Certain Changes.......................................... 42
6.11. Restrictive Agreements................................... 43
6.12. Use of Proceeds.......................................... 43

SECTION 7 - DEFAULT............................................ 43
7.1. Events of Default........................................ 43
7.2. Remedies................................................. 45
7.3. Right of Set-off......................................... 45
7.4. Turnover of Property Held by Lender's Affiliates......... 46
7.5. Remedies Cumulative; No Waiver........................... 46

SECTION 8 - AGENCY PROVISIONS.................................. 46
8.1. Application of Payments.................................. 46
8.2. Set-Off.................................................. 46
8.3. Modifications and Waivers................................ 46
8.4. Obligations Several...................................... 47
8.5. Lenders' Representations................................. 47
8.6. Investigation............................................ 47
8.7. Powers of Agent.......................................... 47
8.8. General Duties of Agent, Immunity and Indemnity.......... 47
8.9. No Responsibility for Representations or Validity, etc... 48
8.10. Action on Instruction of Lenders; Right to Indemnity..... 48
8.11. Employment of Agents..................................... 48
8.12. Reliance on Documents.................................... 48
8.13. Agent's Rights as a Lender............................... 48
8.14. Expenses................................................. 48

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8.15. Resignation of Agent..................................... 48
8.16. Successor Agent.......................................... 49
8.17. Collateral Security...................................... 49
8.18. Enforcement by Agent..................................... 49

SECTION 9 - MISCELLANEOUS...................................... 49
9.1. Indemnification and Release Provisions................... 49
9.2. Participations and Assignments........................... 50
9.3. Binding and Governing Law................................ 50
9.4. Survival................................................. 50
9.5. No Waiver; Delay......................................... 50
9.6. Modification............................................. 51
9.7. Headings................................................. 51
9.8. Notices.................................................. 51
9.9. Payment on Non-Business Days............................. 51
9.10. Time of Day.............................................. 51
9.11. Severability............................................. 51
9.12. Counterparts............................................. 52
9.13. Consent to Jurisdiction and Service of Process........... 52
9.14. WAIVER OF JURY TRIAL..................................... 52
9.15. ACKNOWLEDGMENTS.......................................... 52

LIST OF EXHIBITS

Exhibit A-1: Advance Request Form

Exhibit A-2: Letter of Credit Request Form

Exhibit B-1: Form of Revolving Credit Note

Exhibit B-2: Form of Term Note

Exhibit C: Disclosure Pursuant to Representations and Warranties

Exhibit D: Funding Costs and Loss of Earnings Calculation

Exhibit E: Form of Compliance Certificate

Exhibit F: Form of Borrowing Base Certificate

Exhibit G: Notice of Acquisition

Exhibit H: Form of Assignment

CREDIT AGREEMENT

THIS CREDIT AGREEMENT (this "Agreement") is made this day of
December, 1998, by and among XXXXXXX AMERICAN CORPORATION, a Delaware
corporation ("Borrower"); FIRST UNION NATIONAL BANK, a national banking
association ("First Union") and the other financial institutions identified on
Schedule 1 attached hereto (each individually a "Lender" and individually and
collectively, "Lenders"); and FIRST UNION as agent for the Lenders ("Agent").

In consideration of the agreements hereinafter set forth, and
intending to be legally bound, the parties hereto hereby agree as follows:

SECTION 1

DEFINITIONS

1.1. Definitions. When used in this Agreement, the following
terms shall have the respective meanings set forth below.

"Acquisition Price" shall mean, with respect to any
acquisition, the total consideration to be paid, incurred or assumed by the
Company or its Subsidiaries in connection with such acquisition, including,
without limitation, the principal amount of any Indebtedness assumed or
acquired, and the full amount of any deferred purchase price or contingent
obligations.

"Adjusted EBITDAR" means, for any period, EBITDAR for such
period less capital expenditures made during such period as determined in
accordance with GAAP.

"Adjusted Libor Rate" means, for any Interest Period, as
applied to a Libor Portion, the rate per annum (rounded upwards, if necessary to
the next 1/16 of 1%) determined pursuant to the following formula:

Adjusted Libor Rate = Libor Rate
[1 - Reserve Percentage]

For purposes hereof, "Libor Rate" shall mean, as applied to a Libor Portion, the
rate which appears on the Telerate Page 3750 at approximately 9:00 a.m.
Philadelphia time two London Business Days prior to the commencement of such
Interest Period for the offering to leading banks in the London Interbank Market
of deposits in United States dollars ("Eurodollars") or, if such rate does not
appear on the Telerate page 3750, the rate which appears (or, if two or more
such rates appear, the average rounded up to the nearest 1/16 of 1% of the rates
which appear) on the Reuters Screen LIBO Page as of 9:00 a.m. Philadelphia time
two London Business Days prior to the commencement of the Interest Period, in
either case for an amount substantially equal to such Portion as to which
Borrower may elect the Adjusted Libor Rate to be applicable with a maturity of
comparable duration to the Interest Period selected by Borrower for such Libor
Portion, as may be adjusted from time to time in accordance with

Paragraph 2.6(e) hereof.

"Advance" means a borrowing under the Revolving Credit
Commitment pursuant to Paragraph 2.7 hereof.

"Advance Request Form" means the certificate in the form
attached hereto as Exhibit A-1 to be delivered by Borrower to Agent as a
condition of each Advance.

"Affiliate" means as to any party: (i) any person who or
entity which directly or indirectly owns, controls or holds five percent (5%) or
more of the outstanding beneficial interests in such party; (ii) any entity of
which five percent (5%) or more of the outstanding beneficial interest is
directly or indirectly owned, controlled, or held by such party; (iii) any
entity which directly or indirectly is under common control with such party;
(iv) any director or general partner of such party or any Affiliate; or (v) any
immediate family member of any person who is an Affiliate. For purposes of this
definition, "control" means the possession, directly or indirectly, of the power
to direct or cause the direction of the management and policies of an entity,
whether through the ownership of voting securities, by contract, or otherwise.

"Agent" means First Union National Bank, in its capacity as
agent for the Lenders hereunder and any successor in such capacity appointed
pursuant to Paragraphs 8.15 and 8.16 hereof.

"Agreement" means this Credit Agreement and all exhibits
hereto, as each may be amended, modified, extended, consolidated or restated
from time to time.

"Applicable Margin" means the percentage per annum set forth
in the appropriate column below that corresponds to the ratio of Funded Debt to
EBITDA for Borrower and its consolidated Subsidiaries (the Applicable Margin
being the lowest applicable percentage per annum as to which the ratio
requirement has been attained):

Revolving Credit Loan
Applicable Margin Term Loan

Ratio of Total Base Rate Libor Base Rate Libor
Level Debt to EBITDA Portions Portions Portions Portions

I Less than 1.50 to 1 0.75% 2.25% 1.00% 2.50%

II Less than 2.50 to 1 but
greater than or equal to
1.50 to 1 1.25% 2.75% 1.50% 3.00%

III Less than 3.00 to 1 but
greater than or equal to

2.50 to 1 1.50% 3.00% 1.75% 3.25%

IV Greater than or equal to
3.00 to 1 1.75% 3.25% 2.00% 3.50%

Notwithstanding the foregoing, the Applicable Margin from the date hereof
through June 30, 1999 shall be based on Level IV. Thereafter, commencing with
the delivery of a Compliance Certificate for the period ended June 30, 1999, the
Applicable Margin shall adjust automatically, as appropriate, on the day
following delivery of a quarterly Compliance Certificate in accordance with
Paragraph 5.4 hereof, provided, that in the event that a quarterly compliance
certificate has not been delivered on the date required by Paragraph 5.4 then
the Applicable Margin shall adjust to the highest margin provided above as of
the date of required delivery; provided further, however, that the Applicable
Margin shall readjust on the day after delivery of such delinquent Compliance
Certificate based on the ratio set forth in such Compliance Certificate. At any
time that a default rate of interest applies pursuant to Paragraph 2.6(a)(ii),
then the Applicable Margin shall be based on Level IV.

"Base Rate" means the higher of (a) the Federal Funds Rate
plus one half of one percent (1/2%) per annum or (b) the Prime Rate.

"Base Rate Portion" means a Portion as to which the applicable
rate of interest is based on the Base Rate.

"Borrower" means Xxxxxxx American Corporation, a Delaware corporation.

"Borrowing Base" means eighty percent (80%) of Eligible Accounts.

"Borrowing Base Certificate" means a certificate in the form
of ExhibitF attached hereto delivered by Borrower to Lenders pursuant to
Paragraph 5.4 or Paragraph 4.1 hereof.

"Business Day" means any day not a Saturday, Sunday or a day
on which Lenders are required or permitted to be closed under the laws of the
Commonwealth of Pennsylvania.

"Capital Leases" means capital leases and subleases, as
defined in Statement 13 of the Financial Accounting Standards Board dated
November 1976, as amended and updated from time to time.

"CERCLA" means the Comprehensive Environmental Response,
Compensation, and Liability Act of 1980, as amended by the Superfund Amendments
and Reauthorization Act of 1986, as amended from time to time, and all rules and
regulations promulgated in connection therewith.

"Code" means the Internal Revenue Code of 1986, as amended
from time to time, and regulations with respect thereto in effect from time to
time.

"Collateral" means the collateral security for the Loan,
including under the Collateral Security Documents, this Agreement or any other
Loan Document.

"Collateral Security Documents" means the Security Agreement,
the Guaranty, the Pledge Agreements, and any other document or instrument
executed and/or delivered from time to time hereunder or in connection herewith
granting or evidencing Collateral for the Senior Obligations.

"Combination" shall mean the transactions pursuant to which,
on the Effective Date of this Agreement, Xxxxxxx Enterprises and Xxxxxx-American
shall become wholly-owned subsidiaries of the Borrower, as described in the
Registration Statement.

"Company" means individually, and "Companies" means
individually and collectively, Borrower and each Guarantor.

"Compliance Certificate" means a certificate in the form of
Exhibit E attached hereto delivered by Borrower to Lenders pursuant to Paragraph
5.4 hereof.

"Debt Service" means, for any period, the sum of interest
expense and scheduled debt payments for such period.

"Default" means an event, condition or circumstance the
occurrence of which would, with the giving of notice or the passage of time or
both, constitute an Event of Default.

"EBITDA" means, for any period, net income for such period as
defined in accordance with GAAP, excluding any extraordinary gains, plus
interest expense, taxes, depreciation and amortization, and all other non-cash
charges to income for such period, in each case as defined in accordance with
GAAP and to the extent each has been deducted in determining net income.

"Eligible Accounts" means, as of any date of determination
thereof, the aggregate of all trade account receivables of Borrower and its
consolidated Subsidiaries, at book value net of reserves and contractual
allowances determined in accordance with GAAP, excluding, without duplication:

(a) any receivable not payable in United States Dollars;

(b) any receivable as to which the account debtor is not
located within the United States;

(d) any receivable due from any Company or any Subsidiary
or Affiliate of any Company;

(e) any receivable with respect to all or part of which a
check, promissory note, draft, trade acceptance or other instrument for the
payment of money has been presented for payment and returned uncollected for any
reason;

(f) any receivable as to which Borrower or the applicable
owner knows that any one or more of the following events has occurred with
respect to the account debtor: death or judicial declaration of incompetency;
the filing by or against such account debtor of a request or petition for
liquidation, reorganization, arrangement, adjustment of debts, adjudication as a
bankrupt, or other relief under the bankruptcy, insolvency, or similar laws of
the United States, any state or territory thereof, or any foreign jurisdiction,
now or hereafter in effect; the making of any general assignment by such account
debtor for the benefit of creditors; the appointment of a receiver or trustee
for such account debtor or for any of the assets of such account debtor,
including, without limitation, the appointment of or taking possession by a
"custodian," as defined in the Bankruptcy Code; the institution by or against
such account debtor of any other type of insolvency proceeding (under the
bankruptcy laws of the United States or elsewhere) or of any formal or informal
proceeding for the dissolution or liquidation of, settlement of claims against,
or winding up of affairs of, such account debtor; the sale, assignment, or
transfer of all or substantially all of the assets of such account debtor; the
inability to pay or the nonpayment by such account debtor of its debts generally
as they become due; the cessation of the business of such account debtor as a
going concern; or, in Agent's sole reasonable judgment, unsatisfactory general
financial performance or credit standing or likelihood of unsatisfactory general
financial performance or credit standing in the near future;

(g) any receivable which is more than ninety (90) days
past the date of the invoice;

(h) any receivable from an account debtor as to which
more than fifty percent (50%) of the amount of all outstanding receivables from
such account debtor are more than ninety (90) days past the date of invoice;

(i) any receivable as to which there is any dispute,
defense, offset or counterclaim with or by the account debtor;

(j) any receivable that has not been created in the
ordinary course of business; and

(k) any receivable representing an obligation for goods
placed on consignment and not yet sold by the consignee, or for goods on
approval;

(l) any receivable payable to a Subsidiary that is not a
Guarantor;

"Environmental Control Statutes" means any federal, state,
county, regional or local laws governing the control, storage, removal, spill,
release or discharge of Hazardous Substances, including without limitation
CERCLA, the Solid Waste Disposal Act, as amended by the Resource Conservation
and Recovery Act of 1976 and the Hazardous and Solid Waste Amendments of 1984,
the Federal Water Pollution Control Act, as amended by the Clean Water Act of
1976, the Hazardous Materials Transportation Act, the Emergency Planning and
Community Right to Know Act of 1986, the National Environmental Policy Act of
1975, the Oil Pollution Act of 1990, any similar or implementing state law, and
in each case including all amendments thereto and all rules and regulations
promulgated thereunder and permits issued in connection therewith.

"EPA" means the United States Environmental Protection Agency,
or any successor thereto.

"ERISA" means the Employee Retirement Income Security Act of
1974, all amendments thereto and all rules and regulations in effect at any time
thereunder.

"ERISA Affiliate" means, when used with respect to any Plan,
ERISA, the PBGC or a provision of the Code pertaining to employee benefit plans,
any person or entity that is a member of any group or organization within the
meaning of Code Sections 414(b), (c), (m) or (o) of which Borrower or any
Guarantor is a member.

"Event of Default" means an event described in Paragraph 7.1
hereof.
"Excess Cash Flow" means, for any fiscal year, EBITDA for such
fiscal year, less (i) all payments of principal, interest, fees and expenses
with respect to Total Debt made during such year, (ii) income taxes paid in cash
for such fiscal year, (iii) capital expenditures made during such fiscal year,
and (iv) the change in Working Capital since the end of the prior fiscal year
(such change in Working Capital to constitute a reduction in Excess Cash Flow to
the extent that it is negative, and an increase to Excess Cash Flow to the
extent that it is positive).

"Federal Funds Rate" means, for any day, the effective rate of
interest for such day, as announced from time to time by the Board of Governors
of the Federal Reserve System as shown in publication H.15 as the "Federal Funds
Rate."

"Fixed Charges" means, for any period, the sum of Debt Service
for such period plus Capital Lease payments and rent for such period and cash
income taxes paid during such period.

"GAAP" means generally accepted accounting principles set
forth in the Opinions of the Accounting Principles Board of the American
Institute of Certified Public Accountants and in statements of the Financial
Accounting Standards Board and in such other statements by such other entity as
Agent may reasonably approve, which are applicable in the circumstances as of
the date in question, subject to Paragraph 1.2(a) hereof; and such

principles observed in a current period shall be comparable in all material
respects to those applied in a preceding period.

"Guarantor" means individually, and "Guarantors" means
individually and collectively, Xxxxxxx Enterprises, Xxxxxx-American and their
respective Subsidiaries on the date hereof, and any Material Subsidiaries of
Borrower which may join in the Guaranty pursuant to Paragraph 5.22 hereof.

"Guaranty" means the Guaranty Agreement executed by Guarantors
in favor of Lenders as required to be delivered pursuant to Paragraph 4.1 hereof
and including any joinders thereto pursuant to Paragraph 5.22 hereof, as may be
amended, modified or restated from time to time.

"Hazardous Substance" means petroleum products and items
defined in the Environmental Control Statutes as "hazardous substances",
"hazardous wastes", "pollutants" or "contaminants" and any other toxic,
reactive, corrosive, carcinogenic, flammable or hazardous substance or other
pollutant.

"Indebtedness" of any person as of any date of determination
means and includes all obligations of such person which, in accordance with
GAAP, shall be classified on a balance sheet of such person as liabilities of
such person and in any event shall include, without duplication, all (i)
obligations of such person for borrowed money or which have been incurred in
connection with acquisition of property or assets, (ii) obligations secured by
any lien upon property or assets owned by such person, notwithstanding that such
person has not assumed or become liable for the payment of such obligations,
(iii) obligations created or arising under any conditional sale or other title
retention agreement with respect to property acquired by such person,
notwithstanding the fact that the rights and remedies of the seller, lender or
lessor under such agreement in the event of default are limited to repossession
or sale of property, (iv) Capital Leases, (v) guarantees and (vi) letters of
credit and letter of credit reimbursement obligations.

"Initial Offering" means the initial public offering of shares
of common stock of Borrower pursuant to the Registration Statement.

"Interest Period" means, with respect to a Libor Portion, a
period of one (1), two (2), three (3) or six (6) months' duration, as Borrower
may elect, during which the Adjusted Libor Rate is applicable; provided,
however, that (a) if any Interest Period would otherwise end on a day which
shall not be a London Business Day, such Interest Period shall be extended to
the next succeeding London Business Day, unless such London Business Day falls
in another calendar month, in which case such Interest Period shall end on the
next preceding London Business Day, subject to clause (c) below; (b) interest
shall accrue from and including the first day of each Interest Period to, but
excluding, the day on which any Interest Period expires; (c)with respect to an
Interest Period which begins on the last London Business Day of a calendar month
(or on a day for which there is no numerically corresponding day in the calendar
month at the end of such Interest Period), the Interest Period shall end on the
last

London Business Day of a calendar month; and (d) Borrower may not elect an
Interest Period that would extend past the Termination Date.

"Lender" means individually, and "Lenders" means individually
and collectively, the institutions identified on Schedule 1 attached hereto and
their respective successors and assigns so long as any such institution retains
any portion of the Revolving Credit Commitment or Loans hereunder.

"Letter of Credit" means individually, and "Letters of Credit"
shall mean individually and collectively, the letter(s) of credit issued for the
account of Borrower, in the form agreed upon at the time of issuance thereof by
Agent, participated in by all the Lenders pursuant to the terms and conditions
of Section 2A hereof.

"Letter of Credit Request Form" means the certificate in the
form attached as Exhibit A-2 hereto, to be delivered to Agent as a condition of
each issuance of a Letter of Credit pursuant to Paragraph 2A.3 hereof.

"Letter of Credit Sublimit" means the portion of the Revolving
Credit Commitment up to which Lenders have agreed to participate in the issuance
by Agent of Letters of Credit pursuant to Section 2A hereof, being Five Million
Dollars ($5,000,000).

"Libor Portion" means a Portion as to which the applicable
rate of interest is based on the Adjusted Libor Rate.

"Loan" means individually, and "Loans" means individually and
collectively, the Revolving Credit Loan and the Term Loan.

"Loan Documents" means the Agreement, the Notes, Collateral
Security Documents, and the other documents and agreements executed and
delivered in connection with this Agreement.

"Local Authorities" means individually and collectively the
state and local governmental authorities and administrative agencies which
govern the business, commercial activities or facilities owned or operated by
any Company.

"London Business Day" means any Business Day on which banks in
London, England are open for business.

"Material Adverse Effect" means a material adverse effect on
the business, financial condition or prospects of the Borrower and its
consolidated Subsidiaries taken as a whole.

"Material Subsidiary" means any direct or indirect Subsidiary
of Borrower which either: (i) comprises 5% or more of the assets of Borrower and
its consolidated

Subsidiaries as of the last day of the most recently ended fiscal quarter, or
(ii) is responsible for 5% or more of the EBITDA of the Borrower and its
consolidated Subsidiaries for the most recent Rolling Period.

"Maximum Principal Amount" means the maximum principal amount
of the Revolving Credit Commitment, up to which the applicable Lender has agreed
to lend funds and/or participate in the issuance of Letters of Credit as set
forth in Schedule 1 attached hereto, as such amounts may be reduced or
terminated from time to time pursuant to Paragraph 2.8 hereof.

"Xxxxxxx Enterprises" means Xxxxxxx Enterprises, Inc., a
Massachusetts corporation.

"Net Cash Proceeds" means, with respect to any Sale of
Material Assets, the cash proceeds (including insurance proceeds) received by
the Borrower or its Subsidiaries in such a transaction less (i) the reasonable
costs of the transaction, and (ii) applicable taxes arising out of the
transaction.

"Note" means individually and "Notes" means individually and
collectively the Revolving Credit Notes and the Term Notes.

"PBGC" means the Pension Benefit Guaranty Corporation, or any
successor thereto.

"Permitted Investments" means (i) investments in commercial
paper maturing in 180 days or less from the date of issuance which is rated A1
or better by Standard & Poor's Corporation or P1 or better by Xxxxx'x Investors
Services, Inc.; (ii) investments in direct obligations of the United States of
America or obligations of any agency thereof which are guaranteed by the United
States of America, provided that such obligations mature within twelve (12)
months of the date of acquisition thereof; and (iii) investments in certificates
of deposit maturing within one (1) year from the date of acquisition thereof
issued by a bank or trust company organized under the laws of the United States
or any state thereof, having capital, surplus and undivided profits aggregating
at least $500,000,000 and the long-term deposits of which are rated A1 or better
by Xxxxx'x Investors Services, Inc. or equivalent by Standard & Poor's
Corporation.

"Person" shall mean any individual, corporation, partnership,
company, association, limited liability corporation or other legal entity.

"Plan" means any employee pension benefit or employee welfare
benefit plan as defined in Sections 3(1) or (2) of ERISA maintained or sponsored
by, contributed to, or covering employees of, either Borrower or any ERISA
Affiliate.

"Pledge Agreements" shall mean the Pledge Agreement executed
by Borrower in favor of Agent pursuant to Paragraph 4.1 hereof and any
additional Pledge Agreement

executed and delivered from time to time pursuant to Paragraph 5.22 hereof, as
may be amended, modified or restated from time to time.

"Portion" means a portion of the Loan as to which a specific
interest rate and, in the case of a Libor Portion, an Interest Period, has been
elected by Borrower.

"Prime Rate" means the rate of interest announced by Agent
from time to time as its prime rate. Such rate is an index or base rate and is
not necessarily the lowest or best rate charged by Agent to its customers or
other banks.

"Pro Rata Share" means, as to a Lender, the ratio which the
outstanding principal balance of its portion of the Loans hereunder bears to the
aggregate outstanding principal balance of the Loans at any time; or if no
indebtedness is outstanding hereunder or the context otherwise requires, its
percentage share of the Revolving Credit Commitment as set forth in Schedule 1
attached hereto.

"Registration Statement" means the registration statement
filed by the Borrower on Form S-1, No. 333-53419, as amended by Amendment No. 5
to Registration Statement on Form S-1 dated November 19, 1998.

"Regulation D" means Regulation D of the Board of Governors of
the Federal Reserve System, comprising Part 204 of Title 12 Code of Federal
Regulations, as amended, and any successor thereto.

"Release" means any spill, leak, emission, discharge or the
pumping, pouring, emptying, disposing, injecting, escaping, leaching or dumping
of a Hazardous Substance.

"Required Lenders" means those Lenders (which may include
Agent in its capacity as a Lender) holding Pro Rata Shares aggregating sixty-six
and two-thirds percent (66-2/3%) or more.

"Reserve" means, for any day, that reserve (expressed as a
decimal) which is in effect (whether or not actually incurred) with respect to a
Lender (or any Lender Affiliate of such Lender) on such day, as prescribed by
the Board of Governors of the Federal Reserve System (or any successor or any
other banking authority to which a Lender (or any bank Affiliate of such Lender)
is subject including any board or governmental or administrative agency of the
United States or any other jurisdiction to which a Lender (or any bank Affiliate
of such Lender) is subject for determining the maximum reserve requirement
(including without limitation any basic, supplemental, marginal or emergency
reserves) for Eurocurrency liabilities as defined in Regulation D.

"Reserve Percentage" means, for a Lender (or any bank
Affiliate of such Lender) on any day, that percentage (expressed as a decimal)
prescribed by the Board of Governors of the Federal Reserve System (or any
successor or any other banking authority to which a Lender (or any bank
Affiliate of such Lender) is subject, including any board or

governmental or administrative agency of the United States or any other
jurisdiction to which a Lender is subject), for determining the reserve
requirement (including without limitation any basic, supplemental, marginal or
emergency reserves) for (i) deposits of United States Dollars or (ii)
Eurocurrency liabilities as defined in Regulation D, in each case used to fund a
Portion subject to an Adjusted Libor Rate or any Loan made with the proceeds of
such deposit. The Adjusted Libor Rate shall be adjusted on and as of the
effective day of any change in the Reserve Percentage.

"Restricted Payments" means redemptions, repurchases, and
distributions of any kind (including redemptions in exchange for real or
tangible personal property) in respect of the capital stock of Borrower (other
than dividends or distributions consisting solely of shares of capital stock of
Borrower), and payments of principal and interest or other amounts on
Subordinated Debt.

"Revolving Credit Commitment" means at any time the maximum
aggregate principal amount which Lenders have agreed to make available at such
time under Paragraph 2.1 hereof, being Twenty-Five Million Dollars ($25,000,000)
in the aggregate on the date hereof.

"Revolving Credit Loan" means the aggregate outstanding
principal balance of Indebtedness advanced under the Revolving Credit
Commitment, together with interest accrued thereon and fees and expenses
incurred in connection with any of the foregoing.

"Revolving Credit Note" means individually, and "Revolving
Credit Notes" means individually and collectively, the promissory notes in the
form of Exhibit B-1 attached hereto delivered by Borrower to each Lender, as may
be amended, modified, extended, consolidated or restated from time to time.

"Xxxxxx-American" means Xxxxxx-American Company, Inc., a North
Carolina corporation.

"Rolling Period" means a period of four consecutive fiscal
quarters.

"Sale of Material Assets" means the sale or other disposition
(including damage, destruction or condemnation of assets) by Borrower or any of
its Subsidiaries, in a single transaction or in the aggregate as to all
transactions within any twelve (12) consecutive months, of assets (including
stock or other investments or interests in a Person) which, valued at the
greater of book value or fair market value, have a value of One Hundred Thousand
Dollars ($100,000) or more; excluding the sale of Permitted Investments for cash
or the conversion into cash of Permitted Investments.

"Security Agreement" means the Security Agreement executed by
Borrower and Guarantors delivered pursuant to Paragraph 4.1 hereof (including as
joined in by any additional Guarantors pursuant to Paragraph 5.22 hereof from
time to time), as may be amended, modified, or restated from time to time.

"Senior Debt" means Total Debt less Subordinated Debt.

"Senior Obligations" means the obligations of the Borrower and
its Subsidiaries to Lenders or Agent with respect to (i) the Loans, (ii) any
currency or interest rate swap or similar obligation, and (iii) any other
obligation under any Loan Document.

"Subordinated Debt" means indebtedness of Borrower or a
Subsidiary subordinated to the Senior Obligations pursuant to a subordination
agreement in form and substance satisfactory to Required Lenders.

"Subsidiary" means, with respect to any Person, any other
Person of which such Person, directly or indirectly, owns or controls more than
fifty percent (50%) of any class or classes of securities, membership interests,
partnership interests or other equity interests, and any partnership in which
such Person is a general partner. Unless otherwise specified, references to
"Subsidiaries" herein shall mean direct and indirect Subsidiaries of Borrower.

"Term Loan" means the outstanding principal balance of
indebtedness advanced pursuant to Paragraph 2.1(b) hereof, together with
interest accrued thereon and fees and expenses payable hereunder in connection
therewith.

"Term Note" means individually, and "Term Notes" means
individually and collectively, the Term Notes in the form of Exhibit C-2
attached hereto to be delivered by Borrower to Lenders pursuant to Paragraph 4.1
hereof, as may be amended, modified or restated from time to time.

"Termination Date" means the earlier of (i) December 31, 2001,
or (ii) the date on which the Revolving Credit Commitment is terminated pursuant
to Paragraph 2.8 hereof.

"Total Debt" means, as of the date of determination, the
aggregate outstanding principal amount of all Indebtedness for: (A) borrowed
money, including without limitation the Loans hereunder and any outstanding
Subordinated Debt; (B) the purchase price for installment purchases of real or
personal property; (C) the principal portion of Capital Leases; (D) guaranties
of Indebtedness of others; and (E) reimbursement obligations under letters of
credit; in each case without duplication.

"Working Capital" means current assets (net of cash) less
current liabilities (net of short term debt and current maturities of long term
debt).

"Year 2000 Compliant" and "Year 200 Compliance"means, as to
any computer system or application or micro-processor dependent good or
equipment, that it will operate as designed and intended prior to, during and
after the calendar year 2000 without error relating to date data or date
information, specifically including any error relating to, or the product of,
date data or date information that represents or references different centuries
or more than one century.

1.2. Rules of Construction.

(a) GAAP. Except as otherwise provided herein, financial and
accounting terms used in the foregoing definitions or elsewhere in this
Agreement, shall be defined in accordance with GAAP. If Borrower or Required
Lenders determine that a change in GAAP from that in effect on the date hereof
has altered the treatment of certain financial data to its detriment under this
Agreement, such party may, by written notice to the other within ten (10) days
after the effective date of such change in GAAP, request renegotiation of the
financial covenants affected by such change. If Borrower and Required Lenders
have not agreed on revised covenants within thirty (30) days after the delivery
of such notice, then, for purposes of this Agreement, GAAP will mean generally
accepted accounting principles on the date just prior to the date on which the
change occurred that gave rise to the notice.

(b) Use of term "consolidated". Any term defined in Paragraph
1.1 hereof, when modified by the word "consolidated," shall have the meaning
given to such term herein as to Borrower and all entities whose accounts,
financial results or position, for financial accounting purposes, are
consolidated with those of Borrower in accordance with GAAP.

1.3. Proforma Calculations. In calculating EBITDA, Adjusted EBITDAR,
Debt Service, Fixed Charges, or Interest Expense, or in making any similar
calculation hereunder, for any Rolling Period, in the event that the Combination
or any acquisition or Sale of Substantial Assets has been consummated during
such Rolling Period, then such calculations shall be made based on proforma
financial statements setting forth the results of operations of Borrower and its
consolidated Subsidiaries as though such Combination, acquisition or Sale of
Substantial Assets had been consummated as of the first day of such Rolling
Period.

SECTION 2

CREDIT FACILITY

2.1. The Facilities.

(a) Revolving Credit Commitment. From time to time prior to
the Termination Date, subject to the provisions below, each Lender severally
agrees to make Advances to Borrower up to its respective Maximum Principal
Amount, which Borrower may repay and reborrow prior to the Termination Date, for
purposes specified in Paragraph 2.4 hereof; provided, however, that the
aggregate outstanding principal amount of such Advances, together with the
undrawn amount of all outstanding Letters of Credit and all unreimbursed draws
on Letters of Credit, shall not exceed at any time the lesser of the Revolving
Credit Commitment or the Borrowing Base.

(b) Term Loan. On the Effective Date, each Lender severally
agrees to advance to Borrower its Maximum Principal Amount with respect to the
Term Loan, in the aggregate amount of Fifty Million Dollars ($50,000,000).

2.2. Promissory Notes. The Indebtedness of the Borrower to each
Lender under the Revolving Credit Loan will be evidenced by a Revolving Credit
Note executed by Borrower in favor of such Lender, and the Indebtedness of the
Borrower to each Lender under the Term Loan will be evidenced by a Term Note
executed by Borrower in favor of such Lender. The original principal amount of
each Lender's Revolving Credit Note and Term Note will be in the amount
identified in Schedule 1 attached hereto as its Maximum Principal Amount with
respect to the Revolving Credit Loan and the Term Loan, respectively; provided,
however, that notwithstanding the face amount of each such Note, Borrower's
liability thereunder shall be limited at all times to the actual indebtedness,
principal, interest, fees and expenses then outstanding to such Lender under the
Revolving Credit Loan and the Term Loan, respectively.

2.3. Lenders' Participation. Lenders shall be lenders in the Loans in
the Maximum Principal Amounts and Pro Rata Shares set forth in Schedule 1
attached hereto.

2.4. Use of Proceeds. Funds advanced under the Loans shall be used
solely to finance a portion of the purchase price, transaction expenses and fees
with respect to the Combination, to refinance certain existing indebtedness, and
for the working capital needs and general corporate purposes of the Companies.

2.5. Repayment.

(a) Revolving Credit Loan. Subject to certain mandatory
prepayments as set forth in Paragraph 2.9 hereof, the aggregate outstanding
principal balance under the Revolving Credit Loan on the Termination Date,
together with all interest, fees and costs due hereunder, shall be due and
payable in full on such Termination Date. Notwithstanding the immediately
preceding sentence, the aggregate outstanding balance of the Revolving Credit
Loan shall be due and payable immediately upon acceleration of the Revolving
Credit Loan in accordance with Paragraph 7.2 hereof.

(b) Term Loan. Subject to certain mandatory prepayments as set
forth in Paragraph 2.9 hereof, the Term Loan shall be payable in quarterly
installments as follows:

Scheduled Payment Date Amount of Payment

March 31, 1999 $1,562,500
June 30, 1999 $1,562,500
September 30, 1999 $1,562,500
December 31, 1999 $1,562,500

March 31, 2000 $2,187,500
June 30, 2000 $2,187,500
September 30, 2000 $2,187,500
December 31, 2000 $2,187,500

March 31, 2001 $2,500,000
June 30, 2001 $2,500,000
September 30, 2001 $2,500,000
December 31, 2001 $2,500,000

March 31, 2002 $3,125,000
June 30, 2002 $3,125,000
September 30, 2002 $3,125,000
December 31, 2002 $3,125,000

March 31, 2003 $3,125,000
June 30, 2003 $3,125,000
September 30, 2003 $3,125,000
December 31, 2003 $3,125,000

Notwithstanding the foregoing, the entire outstanding balance of the Term Loan
shall be due and payable immediately upon the acceleration of the Term Loan in
accordance with Paragraph 7.2 hereof.

2.6. Interest. Portions of the Loans shall bear interest on
the outstanding principal amount thereof in accordance with the following
provisions:

(a) Interest on Loan.

(i) At the Borrower's election in accordance with the
provisions of Paragraph 2.6(b) below, in the absence of an Event of Default
hereunder and prior to maturity or judgment, and subject to clause (ii) below,
any Portion of the Loans shall bear interest at either of the following rates:

(A) Base Rate. The Base Rate plus the Applicable
Margin.

(B) Adjusted Libor Rate. The Adjusted Libor Rate plus
the Applicable Margin.

(ii) Notwithstanding the foregoing, upon the
occurrence and during the continuance of an Event of Default hereunder,
including after maturity and upon judgment, Borrower hereby agrees to pay to
Lenders interest (A) on any outstanding Libor Portion, at the rate which is two
percent (2%) per annum in excess of the Adjusted Libor Rate plus the Applicable
Margin for each such Libor Portion through the end of the applicable Interest
Period, and thereafter, at the rate of two percent (2%) per annum in excess of
the Base Rate plus the Applicable Margin, and (B) on any Base Rate Portion, at
the rate of two percent (2%) per annum in excess of the Base Rate plus the
Applicable Margin.

(b) Procedure for Determining Interest Periods and Rates of
Interest.

(i) If Borrower elects the rate based on the Base Rate to
be applicable to a Portion, Borrower must notify Agent of such election in
writing prior to eleven o'clock (11:00) a.m. Philadelphia time one (1) Business
Day prior to the proposed application of such rate. If Borrower elects the rate
based on the Adjusted Libor Rate to be applicable to a Portion, Borrower must
notify Agent of such election and the Interest Period selected prior to eleven
o'clock (11:00) a.m. Philadelphia time at least three (3) London Business Days
prior to the commencement of the proposed Interest Period. If Borrower does not
provide notice for the rate based on the Adjusted Libor Rate, then Borrower
shall be deemed to have requested that the rate based on the Base Rate shall
apply to any Portion as to which the Interest Period is expiring and to any new
Advance of the Revolving Credit Loan until Borrower shall have given proper
notice of a change in or determination of the rate of interest in accordance
with this Paragraph 2.6(b).

(ii) Borrower shall not elect more than six (6) different
Libor Portions to be applicable to the Loans at one time. Any Base Rate Portion
shall be in an amount equal to Five Hundred Thousand Dollars ($500,000) or an
even multiple of One Hundred Thousand Dollars ($100,000) in excess thereof, and
any Libor Portion shall be in an amount equal to Two Million Five Hundred
Thousand Dollars ($2,500,000) or an even multiple of One Hundred Thousand
Dollars ($100,000) in excess thereof.

(c) Payment and Calculation of Interest. With respect to
Portions which bear interest at the rate based on the Adjusted Libor Rate,
interest shall be due and payable on the last day of each Interest Period for
each such Portion, and, in the case of a Portion with an Interest Period of six
(6) months, on the ninetieth (90) day after the commencement of such Interest
Period and on the last day of the Interest Period. With respect to Portions
which bear interest at the rate based on the Base Rate, interest shall be due
and payable on the last Business Day of each March, June, September and
December. Interest shall be calculated in accordance with the provisions of
Paragraph 2.6(b) hereof; all interest shall be calculated on the basis of the
actual number of days elapsed over a year of 360 days in the case of interest
based on the Adjusted Libor Rate, or over a year of 365 or 366 days, as
applicable, in the case of interest based on the Base Rate.

(d) Reserves. If at any time when a Portion is subject to the
rate based on the Adjusted Libor Rate, a Lender (or a bank Affiliate of such
Lender) is subject to and incurs a Reserve, other than a Reserve Percentage
included in the calculation of the applicable Adjusted Libor Rate, Borrower
hereby agrees to pay within five (5) Business Days of demand thereof from time
to time, as billed by Agent on behalf of itself or any other Lender, such amount
as is necessary to reimburse such Lender (or such Lender's bank Affiliate) for
its costs in maintaining such Reserve. Such amount shall be computed by taking
into account the cost incurred by such Lender (or such Lender's bank Affiliate)
in maintaining such Reserve in an amount equal to such Lender's ratable share of
the Portion on which such Reserve is incurred, which computation shall be set
forth in any such demand by Agent on behalf of itself or any other Lender. The
determination by Agent or any Lender of such costs

incurred and the allocation of such costs among Borrower and other customers
which have similar arrangements with such Lender (or such Lender's bank
Affiliate) shall be prima facie evidence of the correctness of the fact and the
amount of such additional costs. Upon notification to Borrower of any payment
required pursuant to this Paragraph 2.6(d), Borrower (A) shall make such payment
in accordance with the provisions hereof, and (B) may repay the Portion of the
Loans with respect to which such payment is required, subject to the
requirements of Paragraph 2.9 and 2.10 hereof.

(e) Special Provisions Applicable to Adjusted Libor Rate. The
following special provisions shall apply to the Adjusted Libor Rate:

(i) Change of Adjusted Libor Rate. The Adjusted Libor Rate
may be automatically adjusted by Agent on a prospective basis to take into
account the additional or increased cost of maintaining any necessary reserves
for Eurodollar deposits or increased costs due to changes in applicable law or
regulation or the interpretation thereof occurring subsequent to the
commencement of the then applicable Interest Period, including but not limited
to changes in tax laws (except changes of general applicability in corporate
income tax laws) and changes in the reserve requirements imposed by the Board of
Governors of the Federal Reserve System (or any successor), excluding the
Reserve Percentage and any Reserve which has resulted in a payment pursuant to
subparagraph (d) above, that increase the cost to Lenders of funding the Loans
or a portion thereof bearing interest based on the Adjusted Libor Rate. Agent
shall give Borrower notice of such a determination and adjustment, which
determination shall be prima facie evidence of the correctness of the fact and
the amount of such adjustment. Borrower may, by notice to Agent, (A) request
Agent to furnish to Borrower a statement setting forth the basis for adjusting
such Adjusted Libor Rate and the method for determining the amount of such
adjustment; and/or (B) repay the Portion of the Loans with respect to which such
adjustment is made, subject to the requirements of Paragraph 2.9 and 2.10
hereof.

(ii) Unavailability of Eurodollar Funds. In the event that
Borrower shall have requested the rate based on the Adjusted Libor Rate in
accordance with Paragraph 2.6(b) and any Lender (or such Lender's bank
Affiliate) shall have reasonably determined that Eurodollar deposits equal to
the amount of the principal of the Portion and for the Interest Period specified
are unavailable, or that the rate based on the Adjusted Libor Rate will not
adequately and fairly reflect the cost of making or maintaining the principal
amount of the Portion specified by Borrower during the Interest Period
specified, or that by reason of circumstances affecting Eurodollar markets,
adequate and reasonable means do not exist for ascertaining the rate based on
the Adjusted Libor Rate applicable to the specified Interest Period, such Lender
shall give notice to Agent and Agent shall promptly give notice of such
determination to Borrower that the rate based on the Adjusted Libor Rate is not
available. A determination by such Lender (or such Lender's bank Affiliate)
hereunder shall be prima facie evidence of the correctness of the fact and
amount of such additional costs or unavailability. Upon such a determination,
(i) the obligation to advance or maintain Portions at the rate based on the
Adjusted Libor Rate shall be suspended until Agent shall have notified Borrower
and Lenders that such conditions shall have ceased to exist, and (ii) the rate
based on the Base Rate

shall be applicable to all such Portions.

(iii) Illegality. In the event that it becomes unlawful for a
Lender (or such Lender's bank Affiliate) to maintain Eurodollar liabilities
sufficient to fund any Portion of the Loans subject to the rate based on the
Adjusted Libor Rate, then such Lender shall immediately notify Borrower thereof
(with a copy to Agent) and such Lender's obligations hereunder to advance or
maintain advances at the rate based on the Adjusted Libor Rate shall be
suspended until such time as such Lender (or such Lender's bank Affiliate) may
again cause the rate based on the Adjusted Libor Rate to be applicable to any
Portion of the outstanding principal balance of the Loans and any such Lender's
share of any Portion shall then be subject to the rate based on the Base Rate.

2.7. Advances.

(a) Advance Request. Borrower shall give Agent written
notice, not later than eleven o'clock (11:00) a.m. Philadelphia time one (1)
Business Day prior to the proposed Advance in the case of an advance to bear
interest based on the Base Rate, and three (3) Business Days prior to an advance
to bear interest based on the Adjusted Libor Rate, of each requested Advance
under the Revolving Credit Commitment specifying the date, amount and purpose
thereof. Such notice shall be in the form of the Advance Request Form attached
hereto as Exhibit A-1, shall be certified by the chief financial officer of
Borrower, and shall contain the following information and representations, which
shall be deemed affirmed and true and correct as of and upon receipt of the date
of and upon receipt of the requested Advance:

(i) the aggregate amount of the requested Advance, which
shall be no less than $2,500,000 in the case of an Advance to bear interest
based on the Adjusted Libor Rate and no less than $500,000 in the case of an
Advance to bear interest based on the Base Rate, and in either case shall be in
an even multiple of $100,000;

(ii) confirmation of the interest rate(s) elected by the
Borrower to apply to each Advance, and, if applicable, the Interest Period
elected by the Borrower to apply to each Libor Portion to be advanced;

(iii) confirmation of Borrower's compliance with Paragraphs
5.14 through 5.19 as of the most recently ended fiscal quarter for which a
Compliance Certificate has been (or is required to have been) delivered, and
taking into account any Advances, including the requested Advance, and payments
since such date;

(iv) confirmation of Borrower's compliance with the Borrowing
Base, as of the end of the most recent month for which a Borrowing Base
Certificate has been (or is required to have been) delivered, and taking into
account any Advances, including the requested Advance, and payments since such
date;

(v) statements that the representations and warranties set
forth

herein and in the other Loan Documents are true and correct as of the date
thereof; no Event of Default or Default hereunder has occurred and is then
continuing or will be caused by the requested Advance; and there has been no
Material Adverse Effect since the date of this Agreement and no event or
circumstance (or combination of events or circumstances) has occurred which is
reasonably likely to have a Material Adverse Effect.

(b) Procedures.

(i) Upon receiving a request for an Advance in accordance
with subparagraph (a) above, Agent shall request by prompt notice to Lenders
that each Lender advance funds to Agent so that each Lender participates in the
requested Advance in the same percentage as it participates in the Revolving
Credit Commitment. Each Lender shall advance its applicable percentage of the
requested Advance to Agent by delivering federal funds immediately available at
Agent's offices prior to twelve o'clock (12:00) noon Philadelphia time on the
date of the Advance. Subject to the satisfaction of the terms and conditions
hereof, Agent shall make the requested Advance available to Borrower by
crediting such amount to Borrower's deposit account with Agent not later than
two o'clock (2:00) p.m. on the day of the requested Advance; provided, however,
that in the event Agent does not receive a Lender's share of the requested
Advance by such time as provided above, Agent shall not be obligated to advance
such Lender's share.

(ii) Unless Agent shall have been notified by a Lender prior
to the date such Lender's share of any such Advance is to be made by such Lender
that such Lender does not intend to make its share of such requested Advance
available to Agent, Agent may assume that such Lender has made such proceeds
available to Agent on such date, and Agent may, in reliance upon such assumption
(but shall not be obligated to), make available to Borrower a corresponding
amount. If such corresponding amount is not in fact made available to Agent by
such Lender on the date the Advance is made, Agent shall be entitled to recover
such amount on demand from such Lender (or, if such Lender fails to pay such
amount forthwith upon such demand, from Borrower) together with interest thereon
in respect of each day during the period commencing on the date such amount was
made available to Borrower and ending on (but excluding) the date Agent recovers
such amount, from such Lender, at a rate per annum equal to the effective rate
for overnight federal funds in New York as reported by the Federal Reserve
Lender of New York for such day (or, if such day is not a Business Day, for the
next preceding Business Day) and from Borrower, at a rate per annum based on the
Base Rate as provided in Paragraph 2.6(a) hereof.

(c) Requests Irrevocable. Each request for an Advance pursuant
to this Paragraph 2.7 shall be irrevocable and binding on Borrower. In the case
of any Advance bearing interest at the rate based upon the Adjusted Libor Rate,
Borrower shall indemnify Lenders against any loss, cost or expense incurred by
Lender as a result of not borrowing such funds on the requested Advance date,
including as a result of any failure to fulfill on or before the date specified
in such request for an Advance the applicable conditions set forth in Section
Four hereof, including, without limitation, any loss, cost or expense incurred
by reason of the liquidation or redeployment of deposits or other funds acquired
by Lenders to fund the

Advance to be made by Lenders when such Advance, as a result of such failure, is
not made on such date, as calculated by Agent in accordance with Exhibit D
attached hereto.

2.8. Reduction and Termination of Commitment.

(a) Borrower. Borrower shall have the right at any time and
from time to time, upon three (3) Business Days' prior written notice to Agent,
to reduce the Revolving Credit Commitment in increments of Five Million Dollars
($5,000,000) or multiples thereof without penalty or premium, provided that on
the effective date of such reduction Borrower shall make a prepayment of the
Revolving Credit Loan in an amount, if any, by which the aggregate outstanding
principal balance of the Revolving Credit Loan exceeds the amount of the
Revolving Credit Commitment as then so reduced, together with accrued interest
on the amount so prepaid and any amounts due pursuant to Paragraph 2.10 hereof.

(b) Lenders. Required Lenders shall have the right to
terminate the Revolving Credit Commitment at any time, in their discretion and
upon notice to Borrower, upon the occurrence of any Event of Default hereunder
(except if an Event of Default described in Paragraph 7.1(i) shall occur, in
which case termination of the Revolving Credit Commitment shall occur
automatically without notice).

(c) Restoration Only With Consent. Any termination or
reduction of the Revolving Credit Commitment pursuant to subparagraphs 2.8(a)
and (b) shall result in a pro rata reduction in each Lender's Maximum Principal
Amount with respect thereto. Any termination or reduction of the Revolving
Credit Commitment shall be permanent, and the Revolving Credit Commitment and
respective Maximum Principal Amounts cannot thereafter be restored or increased
without the written consent of all affected Lenders.

2.9. Prepayment.

(a) Voluntary Prepayments. Upon one (1) Business Day's prior
written notice by Borrower to Agent, Borrower may repay all or any portion of
the outstanding principal balance under the Revolving Credit Loan or the Term
Loan without premium or penalty, provided that any such payment shall include
all accrued interest on the amount prepaid plus any amounts which may be due
pursuant to Paragraph 2.10 hereof. Any such payments made with respect to the
Revolving Credit Loan prior to the Termination Date shall not reduce the
Revolving Credit Commitment and may be reborrowed in accordance with this
Agreement. Any such payment with respect to the Term Loan shall be applied to
the scheduled installments thereof in the inverse order of maturity.

(b) Mandatory Payments.

(i) In addition to any other required payments hereunder,
Borrowers shall make principal payments on the Loans in the circumstances and in
the amounts set forth below:

(A) Asset Dispositions. In connection with each Sale

of Material Assets (it being understood and agreed that any such Sale of
Material Assets shall require the approval of Required Lenders, except to the
extent expressly authorized pursuant to Paragraph 6.7 hereof), the Net Cash
Proceeds to the seller of such transaction shall be paid directly to Agent for
the account of Lenders and applied to the Loans as set forth in subparagraph (D)
below; provided, however, (i) that insurance proceeds with respect to damage or
destruction of property shall not be required to be applied to the Loans
pursuant hereto if such proceeds are used to repair or replace such property
within sixty (60) days after receipt by Borrower or its Subsidiaries and (ii)
that the proceeds of the sale of the Xxxxxx Building in Charlotte, North
Carolina pursuant to Paragraph 6.7 hereof shall be applied first to payment of
the mortgage thereon, and then to distribution to certain shareholders of
Xxxxxx-American.

(B) New Debt. In the event a Borrower incurs Indebtedness
consented to by Required Lenders which is not otherwise permitted pursuant to
Paragraph 6.1 hereof, the net cash proceeds of such Indebtedness shall be paid
directly to Agent for the account of the Lenders and applied to the Loan as set
forth in subparagraph (D) below.

(C) Equity Issuance. In connection with any issuance of
equity by the Borrower after the date of this Agreement, other than pursuant to
the exercise of the underwriter's overallotment with respect to the Initial
Offering, the net cash proceeds to the Borrower of such issuance shall be paid
directly to Agent for the account of the Lenders and applied to the Loan as set
forth in subparagraph (D) below.

(D) Application of Payments.
Payments made pursuant to subparagraph 2.9(b)(i)(A) through (C) above shall be
applied first to the outstanding principal balance of the Term Loan in the
inverse order of maturity of the installments thereof, and then to the
outstanding principal balance of the Revolving Credit Loan

(ii) Underwriter's Overallotment. If the actual price per share in
the Initial Offering is less than the anticipated price range as indicated in
the Registration Statement for the Initial Offering, then the net cash proceeds
to the Borrower from exercise of the underwriter's overallotment with respect to
the Initial Offering shall be applied to repayment of the Term Loan in the
inverse order of maturity of the installments thereof. If the actual price per
share in the Initial Offering is within or above the anticipated price range as
indicated in the Registration Statement for the Initial Offering, then Required
Lenders may require the net cash proceeds to the Borrower from exercise of the
underwriter's overallotment to be applied to repayment of the Revolving Credit
Loan.

(iii) Excess Cash Flow. Until the Term Loan has been repaid in full,
at the time of delivery of a Compliance Certificate with respect to each fiscal
year, commencing with the fiscal year ending December 31, 1999, Borrower shall
make a prepayment in an amount equal to seventy-five percent (75%) of Excess
Cash Flow for such fiscal year, such payment to be applied to the Term Loan in
the inverse order of maturity of

the installments thereof.

(iv) Additional Requirements. Any payments pursuant to this
Paragraph 2.9(b) shall be accompanied by all accrued and unpaid interest and
fees in connection with the amount prepaid (including any amount payable under
Paragraph 2.10 hereof); provided, however, that in the absence of an Event of
Default or Default hereunder the Borrower shall be entitled to determine the
order in which Portions of the applicable Loan shall be repaid pursuant to such
payments. Any payments with respect to the Revolving Credit Loan prior to the
Termination Date shall not reduce the Revolving Credit Commitment and may be
reborrowed in accordance with this Agreement.

(c) Borrowing Base. If at any time the aggregate outstanding
principal balance of the Revolving Credit Loan, together with the undrawn amount
of outstanding Letters of Credit and any unreimbursed draws under Letters of
Credit, is in excess of the Borrowing Base, Borrower shall immediately make a
prepayment of the Revolving Credit Loan in accordance with subparagraph (a)
above in an amount sufficient to reduce the balance of the Revolving Credit
Loan, together with the undrawn amount of outstanding Letters of Credit and any
unreimbursed draws under Letters of Credit, to an amount less than or equal to
the Borrowing Base, together with interest on the amount prepaid through the
date or prepayment and any amounts owed pursuant to Paragraph 2.10 hereof.

2.10. Funding Costs and Loss of Earnings. In the event that
Borrower shall have requested the Adjusted Libor Rate to be applicable to a
Portion to be Advanced and Borrower shall revoke the request for such Advance or
shall fail to meet the conditions to such Advance as set forth in Section Four
hereof, and in connection with any prepayment or repayment of a Portion bearing
interest at the rate based on the Adjusted Libor Rate made on other than the
last day of the applicable Interest Period, whether such prepayment or repayment
is voluntary, mandatory, by demand, acceleration or otherwise, Borrower shall
pay to Lenders all reasonable funding costs and loss of earnings which may arise
in connection with such revocation of request for or failure to meet the
conditions to such Advance or such prepayment or repayment, as calculated by
Agent in accordance with Exhibit D hereto.

2.11. Payments. All payments of principal, interest, fees and
other amounts due hereunder, including any prepayments thereof, shall be made by
Borrower to Agent for the account of Lenders in immediately available funds
before two o'clock (2:00) p.m., Philadelphia time, on any Business Day at the
office of Agent set forth on Schedule 1 hereto. Borrower hereby authorizes Agent
to charge Borrower's account with Agent for all payments of principal, interest
and fees when due hereunder.

2.12. Commitment Fee. Borrower shall pay to Agent, for the
benefit of Lenders in accordance with their Pro Rata Shares, a non-refundable
commitment fee at the rate of half of one percent (1/2%) per annum on the
unborrowed portion of the Revolving Credit Commitment from the date hereof
through the Termination Date (as calculated by Agent), which fees shall be
payable at the offices of Agent quarterly in arrears on the last day of each
March, June, September, and December and on the Termination Date. The commitment
fee

shall be calculated on the basis of the actual number of days elapsed over a
year of three hundred sixty (360) days.

2.13. Agent's Fees. Borrower shall pay to Agent fees as agreed
between Borrower and Agent.

2.14. Regulatory Changes in Capital Requirements. If any
Lender shall have determined that the adoption or the effectiveness after the
date hereof of any law, rule, regulation or guideline regarding capital
adequacy, or any change in any of the foregoing or in the interpretation or
administration of any of the foregoing by any governmental authority, central
Lender or comparable agency charged with the interpretation or administration
thereof, or compliance by such Lender (or any lending office of such Lender) or
such Lender's holding company 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 capital or on the capital of such Lender's holding
company, as a consequence of this Agreement, the Revolving Credit Commitment,
Advances or the Loans to a level below that which such Lender or its holding
company could have achieved but for such adoption, change or compliance (taking
into consideration such Lender's policies and the policies of such Lender's
holding company with respect to capital adequacy) by an amount deemed by such
Lender to be material, then from time to time Borrower shall pay to such Lender
such additional amount or amounts as will compensate such Lender or its holding
company for any such reduction suffered together with interest on each such
amount from the date demanded until payment in full thereof at the rate provided
in Paragraph 2.6(a)(ii) hereof with respect to amounts not paid when due. Such
Lender will notify Borrower of any event occurring after the date of this
Agreement that will entitle such Lender to compensation pursuant to this
Paragraph 2.14 as promptly as practicable after it obtains knowledge thereof and
determines to request such compensation, and such compensation shall not be
charged for any period more than three (3) months prior to the date of such
notice.

A certificate of such Lender setting forth such amount or
amounts as shall be necessary to compensate such Lender or its holding company
as specified above shall be delivered to Borrower and shall be conclusive absent
manifest error, if calculated and charged in a manner consistent with similar
charges made by such Lender to its other customers having similar arrangements
with such Lender. Borrower shall pay such Lender the amount shown as due on any
such certificate delivered by such Lender within ten (10) days after its receipt
of the same.

Failure on the part of any Lender to demand compensation for
increased costs or reduction in amounts received or receivable or reductions in
return on capital with respect to any period shall not constitute a waiver of
such Lender's right to demand compensation with respect to any other period
except as otherwise limited by the terms of this Paragraph 2.14.

SECTION 2A

LETTERS OF CREDIT

2A.1. Availability of Credits. Subject to the terms and conditions
set forth herein, Lenders shall from time to time prior to the Termination Date
participate in the issuance by Agent of Letters of Credit for the account of
Borrower on the following terms and conditions:

(a) at the time of issuance of the Letter of Credit, the
lesser of (x) the unborrowed portion of the Revolving Credit Commitment or (y)
the available Borrowing Base, shall equal or exceed the sum of the amount
available to be drawn under such Letter of Credit and the amount available to be
drawn under and any unreimbursed draws under all other Letters of Credit;

(b) at the time of issuance of the Letter of Credit, the
amount available
to be drawn under such Letter of Credit and all other Letters of Credit then
outstanding hereunder plus any unreimbursed draws under all other Letters of
Credit shall not exceed, in the aggregate, the Letter of Credit Sublimit;

(c) except as provided in clause (d) below, the final
expiration date of each Letter of Credit shall be on or before the earlier of
(i) one year from the date of issuance thereof or (ii) the Termination Date;

(d) "evergreen" letters of credit with automatic renewal
provisions may be issued on terms and conditions reasonably satisfactory to
Agent;

(e) there shall not exist at the time of issuance of the
Letter of Credit, or as a result thereof, any Default or Event of Default; and

(f) each Letter of Credit issued under this Section 2A shall
be for the legitimate business purposes of a Borrower or a Guarantor.

Upon issuance of each Letter of Credit by Agent, each Lender shall
have a participating interest therein based on its percentage share of the
Revolving Credit Commitment as set forth in Paragraph 2.3 hereof.

2A.2. Commitment Availability. The amount available under the
Revolving Credit Commitment as from time to time in effect shall be reduced by
the amount available to be drawn under all outstanding Letters of Credit and
unreimbursed amounts of any draws under Letters of Credit. The amount by which
the Revolving Credit Commitment is so reduced shall not be available for
advances under Paragraph 2.7 hereof, except advances thereunder which are made
to reimburse Agent for draws under the Letters of Credit as permitted pursuant
to Paragraph 2A.4(b) hereof.

2A.3. Approval and Issuance.

(a) Borrower shall provide Agent not less than three (3) Business
Days' prior written notice of each request for the issuance of a Letter of
Credit by delivery of a Letter of Credit Request Form, which shall be certified
by the chief financial officer of Borrower, and shall, in addition to the
matters described in Paragraph 2.7(a) hereof, list all Letters of Credit
outstanding for the account of Borrower at that time and, for each Letter of
Credit so listed, its face amount, outstanding undrawn balance and expiration
date. It shall be a condition to the issuance of any Letter of Credit that Agent
shall have received a Letter of Credit Request Form as described above and such
letter of credit application and agreement as Agent shall reasonably require in
connection therewith, and that the conditions set forth in Paragraph 4.2 shall
be satisfied.

(b) Agent will promptly provide to Lenders written (including fax)
or telephonic notification of Agent's receipt of the Letter of Credit Request
Form which shall state (i) the amount of the Letter of Credit requested and (ii)
the expiration date of the requested Letter of Credit.

2A.4. Obligations of the Borrower.

(a) Borrower agrees to pay to Agent in connection with each Letter
of Credit issued hereunder: (i) immediately upon the demand of Agent on behalf
of all Lenders, the amount paid by each Lender with respect to such Letter of
Credit; (ii) immediately upon demand of Agent, the amount of any draft presented
purporting to be drawn under such Letter of Credit provided that the draft and
accompanying documents conform to the terms of the Letter of Credit but subject
to the terms of Paragraph 2A.7 (whether or not Agent has at such time honored
such draft) and any other amounts paid thereunder (it being understood that
Agent is not required to make demand upon or proceed against any Lender or other
party or to resort to any Collateral before obtaining payment from Borrower);
(iii) on the date of issuance of each Letter of Credit and on the effective date
of any renewal or extension of any Letter of Credit a fee of one-eighth of one
percent (y%) of the outstanding face amount of such Letter of Credit, payable to
Agent for its own account; (iv) quarterly in arrears a non-refundable fee for
the benefit of Lenders in accordance with each Lender's percentage share of the
Revolving Credit Commitment as set forth on Schedule 1 attached hereto at a rate
per annum equal to the Applicable Margin with respect to Libor Portions under
the Revolving Credit Loan on the outstanding face amount of such Letter of
Credit; and (v) interest on any indebtedness outstanding with respect to such
Letter of Credit, whether for funds paid on drafts on such Letter of Credit, or
otherwise (but such indebtedness shall not include undrawn balances of such
Letter of Credit issued hereunder) at the rate applicable to Base Rate Portions
under the Revolving Credit Loan under Paragraph 2.6(a)(i)(A) hereof from the
date of payment by Agent or Lenders (if not reimbursed by Borrower on the same
day) to the date one (1) Business Day after notice to Borrower of such payment,
and thereafter at the rate applicable to such Base Rate Portions under Paragraph
2.6(a)(ii) hereof. Interest under the preceding clause (v) shall be paid at the
times and in the manner set forth in Paragraph 2.6 hereof, and shall accrue on
amounts paid on a Letter of Credit (if not reimbursed by Borrower on the same
day) from the date of payment by Agent or Lenders, whether or not demand is
made, until such amounts are reimbursed by Borrower whether before, at or after
demand.

(b) On or before the Termination Date, in the absence of a Default
or Event of Default, and subject to the provisions of Paragraph 2.7 hereof,
Lenders hereby agree to advance funds to Borrower under the Revolving Credit
Loan to make the payments required under Paragraphs 2A.4(a)(i) and (ii) hereof.
If any payment by the Agent of a draft drawn under a Letter of Credit is for any
reason (including without limitation the occurrence or continuation of a Default
or Event of Default hereunder) not reimbursed prior to or on the date of such
payment, the amount of such payment shall thereupon be deemed for purposes
hereof an advance under Paragraph 2.7 hereof. Such reimbursement obligation
shall be repayable, prepayable, and otherwise subject to all the terms and
conditions thereof as if advanced by Lenders pursuant to Paragraph 2.7 hereof
(but without duplication).

2A.5. Payment by Lenders on Letters of Credit.

(a) With respect to each Letter of Credit issued hereunder,
each Lender agrees that it is irrevocably obligated to pay to Agent, for each
such Letter of Credit, such Lender's Pro Rata Share of each and every payment
made or to be made by Agent under such Letter of Credit (each such payment to be
made, a "LOC Contribution"). Each Lender's LOC Contribution shall be due from
such Lender immediately upon, and in any event no later than the same day as,
receipt of written notice (which may be sent by telex or telecopier) from Agent
(except that if such notice is received after 3:00 p.m. on any Business Day,
payment may be made on the following Business Day, together with interest equal
to the effective rate for overnight funds in New York as reported by the Federal
Reserve Bank of New York for such day (or, if such day is not a Business Day,
for the next preceding Business Day)) that (i) it has made a payment or (ii) a
draft has been presented purporting to be drawn on a Letter of Credit issued
hereunder. Such payment shall be made at Agent's offices in immediately
available federal funds.

(b) The obligation of each Lender to make its LOC Contribution
hereunder is absolute, continuing and unconditional, and Agent shall not be
required first to make demand upon or proceed against Borrower or any guarantor
or surety, or any others liable with respect to the applicable Letter of Credit
and shall not be required first to resort to any Collateral. LOC Contributions
shall be made without regard to termination of this Agreement or the Revolving
Credit Commitment, the existence of an Event of Default or Default hereunder,
the acceleration of indebtedness hereunder or any other event or circumstance.

2A.6. Collateral Security.

(a) The indebtedness, liabilities and obligations of Borrower
under this Section 2A, however created or incurred, whether now existing or
hereafter arising, due or to become due, absolute or contingent, direct or
indirect, secured or unsecured, are among the obligations secured by the
security interests, liens and encumbrances created by the Collateral Security
Documents delivered to Agent by Borrower, and Agent and the Lenders are entitled
to the benefit of the collateral security granted thereunder with respect to
such indebtedness.

(b) Notwithstanding the payment in full of the Loans, the
termination of the Revolving Credit Commitment or the occurrence of the
Termination Date, unless and until

Borrower shall have provided the collateral in the form of cash or U.S. Treasury
bills as required by subparagraph (c) below, the Collateral shall continue to
secure the indebtedness, liabilities and obligations of Borrower under this
Section 2A until all Letters of Credit shall have expired and all indebtedness,
liabilities and obligations under this Section 2A shall have been paid in full.

(c) On the termination of the Revolving Credit Commitment or the
occurrence of an Event of Default, Required Lenders may require (and in the case
of an Event of Default occurring under Paragraph 7.1(i) it shall be required
automatically) that Borrower deliver to Agent, cash or U.S. Treasury Bills with
maturities of not more than 90 days from the date of delivery (discounted in
accordance with customary banking practice to present value to determine amount)
in an amount equal at all times to one hundred ten percent (110%) of the
outstanding undrawn amount of all Letters of Credit, such cash or U.S. Treasury
Bills and all interest earned thereon to constitute cash collateral for all such
Letters of Credit. At such time as such collateral is required to be and has not
been deposited, Agent on behalf of Lenders shall be entitled to liquidate such
of the other collateral for the Loans (if any) as is necessary or appropriate in
its sole judgment so as to create such cash collateral.

(d) Any cash collateral deposited under subparagraph (c) above,
and all interest earned thereon, shall be held by Agent and invested and
reinvested at the expense and the written direction of Borrower, in U.S.
Treasury Bills with maturities of no more than ninety (90) days from the date of
investment.

2A.7. General Terms of Credits. In addition to the terms of
the applicable letter of credit application and agreement, the following terms
and conditions apply with respect to each Letter of Credit (a "Credit")
notwith-stand-notwithstanding anything to the contrary contained herein:

(a) Borrower assumes all risks of the acts or omissions of the
beneficiary of each Credit with respect to the use of the Credit or with respect
to the beneficiary's obligations to Borrower. None of the Lenders (other than
First Union in its capacity as Agent) nor any of their officers or directors
shall be liable or responsible for, and the Lenders hereby agree to indemnify
and hold Agent harmless (except for Agent's gross negligence or willful
misconduct) with respect to: (i) the use which may be made of the Credit or for
any acts or omissions of the beneficiary in connection therewith; (ii) the
accuracy, truth, validity, sufficiency or genuineness of documents, or of any
endorsement thereon, even if such documents should in fact prove to be in any or
all respects false, misleading, inaccurate, invalid, insufficient, fraudulent,
or forged; (iii) the payment by Agent against presentation of documents which do
not comply with the terms of the Credit, including failure of any documents to
bear any reference or adequate reference to a Credit; (iv) any other
circumstances whatsoever in making or failing to make payment under a Credit; or
(v) any inaccuracy, interruption, error or delay in transmission or delivery of
correspondence or documents by post, telegraph or otherwise. In furtherance and
not in limitation of the foregoing, Agent may after good faith inspection accept
documents that appear on their face to be in order, without responsibility for
further investigation, regardless of any notice or information to the contrary.

(b) Notwithstanding the foregoing, with respect to any Credit,
Borrower shall

have a claim against Agent, and Agent shall be liable to Borrower, to the
extent, but only to the extent, of any direct, as opposed to indirect or
consequential, damages suffered by Borrower caused by the Agent's willful
misconduct or gross negligence.

(c) To the extent not inconsistent with this Agreement, the
Uniform Customs and Practices for Documentary Credits (1993 Revision),
International Chamber of Commerce Publication No. 500, are hereby made a part of
this Agreement with respect to obligations in connection with each Credit.

SECTION 3

REPRESENTATIONS AND WARRANTIES

Borrower represents and warrants to Lenders as follows:

3.1. Organization and Good Standing. Each Company is a corporation duly
formed and validly existing under the laws of its jurisdiction of formation as
set forth on Exhibit C, and each has the power and authority to carry on its
business as now conducted and is qualified to do business in the states
indicated on Exhibit C which constitute, except as to failures to qualify which
do not, either singly or in the aggregate, have a Material Adverse Effect, all
states in which the nature of its business or the ownership of its properties
requires such qualification.

3.2. Power and Authority; Validity of Agreement. Each Company has the
power and authority under applicable law and under its organizational documents
to enter into and perform the Loan Documents to the extent that it is a party
thereto; and all actions necessary or appropriate for the execution and
performance by the Companies of the Loan Documents have been taken, and, upon
their execution, the same will constitute the valid and binding obligations of
the Companies to the extent it is a party thereto, enforceable in accordance
with their terms, except as such enforceability may be limited by bankruptcy or
equitable principles applicable to the enforcement of creditors' rights
generally.

3.3. No Violation of Laws or Agreements. The making and performance of
the Loan Documents by the Companies will not violate any provisions of any law
or regulation, federal, state or local, or its partnership agreement, or result
in any breach or violation of, or constitute a default under, any material
agreement or instruments by which any Company or its property may be bound.

3.4. Material Contracts. Except as set forth on Exhibit C attached
hereto, there exists no material default under any contracts material to the
businesses of the Companies or their Subsidiaries.

3.5. Compliance.

(a) Each of the Companies and their Subsidiaries is in compliance
with all applicable laws and regulations, federal, state and local (including
without limitation those

administered by the Local Authorities), except for such failure to comply as
could not, either singly or in the aggregate, reasonably be expected to have a
Material Adverse Effect;

(b) The Companies and their Subsidiaries possess all the franchises,
permits, licenses, certificates of compliance and approval and grants of
authority, necessary or required in the conduct of their respective businesses
as of the date hereof; and except as identified on Exhibit C attached hereto, as
of the date hereof all such franchises, permits, licenses, certificates and
grants are valid, binding, enforceable and subsisting without any defaults
thereunder or enforceable adverse limitations thereon and are not subject to any
proceedings or claims opposing the issuance, development or use thereof or
contesting the validity thereof, except to the extent that the failure to obtain
or maintain any of the foregoing could not, either singly or in the aggregate,
reasonably be expected to have a Material Adverse Effect; and

(c) No authorization, consent, approval, waiver, license or formal
exemptions from, nor any filing, declaration or registration with, any court,
governmental agency or regulatory authority (federal, state or local) or non-
governmental entity, under the terms of contracts or otherwise, is required by
the Companies by reason of or in connection with the Companies' execution and
performance of the Loan Documents, except those which have been obtained.

3.6. Litigation. There are no actions, suits, proceedings or claims
which are pending or, to the best of the Companies' knowledge or information,
threatened against any Company or any Subsidiary which, if adversely resolved,
would have a Material Adverse Effect.

3.7. Each of the Companies and their Subsidiaries has good and
marketable title to all of its properties and assets material to the conduct of
its business, free and clear of any liens and encumbrances except the security
interests granted under the Collateral Security Documents, liens and
encumbrances permitted pursuant to Paragraph 6.4 hereof and the liens and
security interests identified on Exhibit C attached hereto. All such assets are
fully covered by the insurance required under Paragraph 5.8 hereof.

3.8. Accuracy of Information; Full Disclosure.

(a) All information furnished to Lenders concerning the financial
condition of the Companies has been prepared in accordance with GAAP and fairly
present in all material respects the financial condition of the Companies as of
the dates and for the periods covered and discloses all liabilities of the
Companies required to be disclosed in accordance with GAAP, except that interim
statements do not have footnotes and are subject to year-end adjustments, and
there has been no material adverse change in the financial condition or business
of the Companies from the date of such statements to the date hereof; and

(b) All financial statements and other documents furnished by the
Companies to Lenders pursuant to this Agreement and the other Loan Documents do
not and will not contain any untrue statement of material fact or omit to state
a material fact necessary in order to make the statements contained herein and
therein not misleading. The Companies have disclosed to the

Lenders in writing any and all facts which materially and adversely affect the
business, properties, operations or condition, financial or otherwise, of the
Companies considered as a whole, or the Companies' ability to perform their
obligations under this Agreement and the other Loan Documents.

3.9. Taxes and Assessments.

(a) Each Company and each Subsidiary has filed all required tax
returns or has filed for extensions of time for the filing thereof, and has paid
all applicable federal, state and local taxes, other than taxes not yet due or
which may be paid hereafter without penalty; provided that no such taxes shall
be required to be paid if they are being contested in good faith by appropriate
proceedings and are covered by appropriate reserves maintained in accordance
with GAAP; and there is no material tax deficiency or additional assessment in
connection therewith not provided for in the financial statements required
hereunder.

(b) Each Company and each Subsidiary has properly withheld all
amounts required by law to be withheld for income taxes and unemployment taxes
including without limitation, all amounts required with respect to social
security and unemployment compensation, relating to its employees, and has
remitted such withheld amounts in a timely manner to the appropriate taxing
authority, agency or body.

3.10. Indebtedness. The Companies and their Subsidiaries have no
presently outstanding Indebtedness or obligations, including contingent
obligations and obligations under leases of property from others, except the
Indebtedness and obligations described in Exhibit C hereto, and indebtedness
permitted pursuant to Paragraph 6.1 hereof.

3.11. Management Agreements. No Company is a party to any management
or consulting agreements for the provision of senior executive services to such
Company except as described on Exhibit C hereto.

3.12. Investments. Each direct and indirect Subsidiary of Borrower is
identified on Exhibit C attached hereto, which indicates the number of shares
and classes of the capital stock, membership interests, partnership interests or
other equity interests, as applicable, of each such Subsidiary, and the
ownership thereof. No Company has any other Subsidiaries or any investments in
or loans to any other individuals or business entities except for loans and
investments permitted pursuant to Paragraphs 6.3 or 6.8 hereof.

3.13. ERISA. Each of the Companies, their Subsidiaries and
each ERISA Affiliate is in compliance in all material respects with all
applicable provisions of ERISA and the regulations promulgated thereunder; and,

(a) No Company nor any Subsidiary or ERISA Affiliate maintains or
contributes to or has maintained or contributed to any multiemployer plan (as
defined in section 4001 of ERISA) under which any Company, any Subsidiary or any
ERISA affiliate could have any withdrawal liability which could reasonably be
expected to have a Material Adverse Effect;

(b) No Company nor any Subsidiary or ERISA Affiliate, sponsors or
maintains any Plan under which there is an accumulated funding deficiency within
the meaning of (s)412 of the Code, whether or not waived which could reasonably
be expected to have a Material Adverse Effect;

(c) The aggregate liability for accrued benefits and other
ancillary benefits under each defined benefit pension Plan that is sponsored or
maintained by any Company, any Subsidiary or any ERISA Affiliate (determined on
the basis of the actuarial assumptions prescribed for valuing benefits under
terminating single-employer defined benefit plans under Title IV of ERISA) does
not exceed the aggregate fair market value of the assets under each such defined
benefit pension Plan by an amount which could reasonably be expected to have a
Material Adverse Effect;

(d) The aggregate liability of each Company, and each Subsidiary
or ERISA Affiliate arising out of or relating to a failure of any Plan to comply
with the provisions of ERISA or the Code, is not an amount which could
reasonably be expected to have a Material Adverse Effect; and

(e) There does not exist any unfunded liability (determined on the
basis of actuarial assumptions utilized by the actuary for the Plan in preparing
the most recent Annual Report) of any Company or any Subsidiary or ERISA
Affiliate under any Plan providing post-retirement life or health benefits which
could reasonably be expected to have a Material Adverse Effect.

3.14. Fees and Commissions. The Companies owe no brokers' or
finders' fees or commissions of any kind, and know of no claim for any brokers'
or finders' fees or commissions, in connection with the Companies' obtaining the
Revolving Credit Commitment or the Loans from Lenders, except those provided
herein.

3.15. No Extensions of Credit for Securities. The Companies are
not now, nor at any time have they been engaged principally, or as one of their
respective important activities, in the business of extending or arranging for
the extension of credit, for the purpose of purchasing or carrying any margin
stock or margin securities; nor will the proceeds of the Loans be used by any
Company directly or indirectly, for such purposes.

3.16. Perfection of Security Interest. Upon the filing of UCC
financing statements with respect to the collateral covered by the Security
Agreement in the jurisdictions identified on Exhibit C attached hereto, and
taking of possession by the Agent of the certificates evidencing the shares
pledged pursuant to the Pledge Agreement, Agent, for the benefit of Lenders, has
a perfected, first-priority security interest and lien on the Collateral covered
by the Security Agreement and the Pledge Agreement.

3.17. Hazardous Wastes, Substances and Petroleum Products.
Except as otherwise set forth on Exhibit C attached hereto:

(a) Each Company and each Subsidiary (i) has received all
permits and filed all notifications required by the Environmental Control
Statutes to carry on its respective business(es);

and (ii) is in compliance with all Environmental Control Statutes.

(b) No Company or Subsidiary has given any written or oral
notice, or failed to give any required notice, to the EPA or any state or local
agency with regard to any actual or imminently threatened Release of Hazardous
Substances on properties owned, leased or operated by such Company or used in
connection with the conduct of its business and operations which could
reasonably be expected to have a Material Adverse Effect.

(c) No Company or Subsidiary has received notice that it is
potentially responsible for clean-up, remediation, costs of clean-up or
remediation, fines or penalties with respect to any actual or imminently
threatened Release of Hazardous Substances pursuant to any Environmental Control
Statute which could reasonably be expected to have a Material Adverse Effect.

3.18. Solvency. To the best of each Company's knowledge, each
Company is, and after receipt and application of the first Advance under this
Agreement will be, solvent such that (i) the fair value of its assets (including
without limitation the fair salable value of the goodwill and other intangible
property of such Company) is greater than the total amount of its liabilities,
including without limitation, contingent liabilities, (ii) the present fair
salable value of its assets (including without limitation the fair salable value
of the goodwill and other intangible property of such Company) is not less than
the amount that will be required to pay the probable liability on their debts as
they become absolute and matured, and (iii) it is able to realize upon its
assets and pay its debts and other liabilities, contingent obligations and other
commitments as they mature in the normal course of business. No Company intends
to, nor believes that it will, incur debts or liabilities beyond its ability to
pay as such debts and liabilities mature, and no Company is engaged in a
business or transaction, or about to engage in a business or transaction, for
which its property would constitute unreasonably small capital after giving due
consideration to the prevailing practice and industry in which it is engaged.
For purposes of this Paragraph 3.18, 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 reasonably can be expected to become an
actual matured liability of the applicable Company.

Each Company hereby agrees that to the extent a Company shall have paid
more than its proportionate share of any payment made hereunder or under the
Guaranty, such Company shall be entitled to seek and receive contribution from
and against any other Company who has not paid its proportionate share of such
payment; provided however such Company shall not seek any such contribution from
any other Company until the Loans have been paid in full and all commitments of
the Lenders hereunder have been terminated. The provisions of this paragraph
shall in no respect limit the obligations and liabilities of any Company to the
Agent and the Lenders and each Company shall remain liable to the Agent and the
Lenders for the full amount of its obligations hereunder and under the Guaranty.

3.19. Employee Controversies. There are no material controversies
pending or, to the knowledge of the Companies, threatened or anticipated between
any Company and any of its respective employees, and there are no labor
disputes, grievances, arbitration proceedings or any

strikes, work stoppages or slowdowns pending, or to the Companies' knowledge,
threatened between any Company and its respective employees and representatives,
which in either event could impair the ability of the Company to perform their
obligations under the Loan Documents, or which might reasonably be expected to
have a Material Adverse Effect.

SECTION 4

CONDITIONS

4.1. Effectiveness. The effectiveness of this Agreement shall be subject to
Agent's receipt of the following documents and satisfaction of the following
conditions, each in form and substance satisfactory to Agent:

(a) Promissory Notes. The Notes duly executed by Borrower.

(b) Guaranty. A Guaranty Agreement executed by Xxxxxxx
Enterprises and Xxxxxx-American, and their respective Material Subsidiaries,
jointly and severally, in favor of Lenders.

(c) Authorization Documents. A certificate of the secretary of
each Company attaching and certifying as to (i) the certificate or articles of
incorporation and bylaws of such Company; (ii) resolutions or other evidence of
authorization by the board of directors of such Company, authorizing its
execution and full performance of Loan Documents and all other documents and
actions required hereunder; and (iii) incumbency certificates setting forth the
name, title and specimen signature of each officer of such Company who is
authorized to execute the Loan Documents on behalf of such entity.

(d) Good Standing. Certificates of good standing or the
equivalent for each Company in its state of formation and each of the states in
which it is qualified to do business.

(e) Opinions of Counsel. Opinion letters from counsel for the
Companies as may be reasonably satisfactory to Agent.

(f) Borrowing Base Certificates. A Borrowing Base certificate in
the form of Exhibit F attached hereto calculated as of November 30, 1998, for
the Borrower and its consolidated Subsidiaries on a pro forma basis based on
consummation of the Combination.

(g) Financial Statements. Audited combined and combining
financial statements for the past three years and for the nine month period
ended September 30, 1998, preferred on a proforma basis for the Borrower and its
consolidated Subsidiaries after giving effect to the Combination; and
calculation of the ratio of Senior Debt to Proforma EBITDA for the most recent
Rolling Period [as of September 30, 1998, adjusted to give effect to the first
Advance hereunder, consummation of the Initial Offering, and all repayments of
outstanding Indebtedness being made with the proceeds of the Initial Offering
and the first Advance hereunder,] which ratio shall be not in excess of 3.0
to 1.

(h) Fees and Expenses. Payment of all fees required by
Paragraphs 2.12 and 2.13 hereof.

(i) Searches. Uniform Commercial Code, tax and judgment searches
against the Companies, with results satisfactory to Agent, in those offices and
jurisdictions as Agent shall reasonably request.

(j) Security Agreement. A Security Agreement executed by each of
the Companies in favor of Agent, for the benefit of Lenders, granting Agent, for
the benefit of Lenders, a lien on all assets of the Companies as Collateral for
the Senior Obligations, together with UCC financing statements in such
jurisdictions and landlord waivers and such other documents and instruments as
Agent shall reasonably require, all in form and substance satisfactory to
Lenders.

(k) Pledge Agreement. Duly executed and delivered Pledge
Agreements pledging all of the issued and outstanding shares of capital stock of
each direct and indirect Subsidiary of Borrower, together with the stock
certificates evidencing the pledged shares and stock powers duly endorsed in
blank.

(l) Blocked Account Agreements. Blocked account agreements in
favor of Agent with each institution with which any Company maintains a deposit
account.

(m) Interest Rate Protection. Interest rate protection
agreements entered into by Borrower in a form acceptable to Agent and from one
or more of the Lenders or an institution acceptable to Agent, with respect to at
least fifty percent (50%) of the Term Loan and for a period of at least three
years; provided, however, that (a) the protected rate shall be no greater than
1.50% above the all-in rate on the date hereof; (b) Borrower hereby grants a
security interest in the Collateral to the Agent for the benefit of such Lenders
as security for Borrower's obligations with respect to any such interest rate
protection agreements, which security interest shall be pari passu with the
security interests of Agent for the benefit of such Lenders for Borrower's
obligations under the Loan Documents; and (c) all documentation for such
interest rate protection shall conform to ISDA standards and must be acceptable
to Agent with respect to intercreditor issues.

(n) Financial Projections. Projections for Borrower and its
consolidated Subsidiary for the period through December 31, 2005, certified by
the chief financial officer of Borrower as constituting a good faith projection
based upon assumptions believed to be reasonable.

(o) Initial Offering; Combination. The Initial Offering shall
have been completed and Borrower shall have received not less than Fifty-Five
Million Dollars ($55,000,000) in gross proceeds therefrom (excluding the
underwriter's overallotment); and the Combination shall be consummated
simultaneously with the first Advance, which first Advance shall not exceed (in
addition to the amount of the Term Loan) Twelve Million Dollars ($12,000,000).

(p) Repayment of Existing Debt. All outstanding bank debt, all
existing seller notes, and all tax liabilities, shall have been paid in full or
be repaid out of the first Advance,

except for (i) up to $5,900,000 principal amount of seller note which may remain
outstanding provided that such seller notes shall be unsecured and shall be on
terms satisfactory to Agent; (ii) pending tax liability for fiscal years 1995
through 1997, providing that such liability has been reserved for and Three
Million Dollars ($3,000,000) shall have been placed in an escrow fund held by
Agent, to provide for payment of such tax liabilities; and (iii) mortgage debt
approved by Agent.

(q) Subordination Agreements. Subordination Agreements executed
by any creditor with respect to seller notes which are to remain outstanding
hereunder.

(r) Litigation and Arbitration. All litigation and/or
arbitration with sellers to Xxxxxxx Enterprises and Xxxxxx-American described in
the Registration Statement shall have been settled on terms satisfactory to
Agent or funds necessary for the settlement of such matters in an amount
satisfactory to Agent shall have been placed in an escrow fund held by Agent.

(s) Consents. Receipt of all required consents and approvals
under applicable law or contract.

(t) Other Documents. Such additional documents as Agent
reasonably may request.

4.2. Advances. The obligation of Lenders to make Advances under the
Revolving Credit Commitment shall be subject to Borrower's compliance with
Paragraph 2.7 hereof and it shall be a condition to Lenders' obligation
hereunder to make any such Advance that (a) the representations and warranties
set forth herein and in the other Loan Documents shall be true and correct as if
made on the date of such Advance, (b) no Event of Default or Default shall have
occurred and not have been waived on the date of such Advance or be caused by
such Advance, (c) all fees required pursuant to Paragraphs 2.11, 2.12 and 2.13
hereof have been paid as and when due, and (d) there shall have been no Material
Adverse Effect since the date of this Agreement, and no event or circumstance
(or combination of events or circumstances) shall have occurred which is
reasonably likely to have a Material Adverse Effect.

SECTION 5

AFFIRMATIVE COVENANTS

Borrower covenants and agrees that so long as the Revolving Credit
Commitment of Lenders to Borrower or any Indebtedness of Borrower to Lenders is
outstanding, each of the Companies will and will cause each of its Subsidiaries
(and with respect to Paragraph 5.13, will cause each ERISA Affiliate) to:

5.1. Existence and Good Standing. Preserve and maintain (a) its
existence as a corporation and its good standing in all states in which it
conducts business and (b) the effectiveness and validity of all its franchises,
licenses, permits, certificates of compliance or grants of authority required in
the conduct of its business, except for such instances of ineffectiveness or
invalidity as would not, either singly or in the aggregate, have a Material

Adverse Effect.

5.2. Interim Financial Statements. Furnish to each Lender within
thirty (30) days after the end of each of the first three quarterly periods in
each fiscal year of Borrower, unaudited quarterly consolidated and consolidating
financial statements, in form and substance as reasonably required by Agent,
including (i) a consolidated balance sheet, (ii) a consolidated statement of
income, and (iii) a statement of cash flows, prepared in accordance with GAAP
consistently applied (except that such interim statements need not contain
footnotes and may be subject to year-end adjustments).

5.3. Annual Financial Statements. Furnish to each Lender within
one hundred twenty (120) days after the close of each fiscal year audited
consolidated and consolidating annual financial statements, including the
information required under Paragraph 5.2 hereof, which financial statements
shall be prepared in accordance with GAAP and shall be certified without
qualification (except with respect to changes in GAAP as to which Borrower's
independent certified public accountants have concurred) by an independent
certified public accounting firm reasonably satisfactory to Agent; and cause
Agent to be furnished, at the time of the completion of the annual audit, with
copies of any management letters prepared by such accountants and with a
certificate signed by such accountants to the effect that to the best of their
knowledge there exists no Event of Default or Default hereunder.

5.4. Compliance Certificate. At the time of delivery of financial
statements pursuant to Paragraph 5.2 and 5.3 hereof, deliver to Lenders a
certificate in the form of Exhibit E attached hereto executed by the chief
financial officer of Borrower, showing the calculation of the covenants set
forth in Paragraph 5.14 through 5.19 hereof.

5.5. Additional Reports.

(a) Within fifteen (15) days after the end of each month,
furnish to Lenders (i) a Borrowing Base Certificate in the form of Exhibit F
attached hereto, and (ii) a schedule and aging report with respect to accounts
receivable and payable of Borrower and its consolidated Subsidiaries, in form
and substance satisfactory to Agent.

(b) On or before November 1 of each year, deliver to Lenders,
in form satisfactory to Agent, a business plan for the following year approved
by the Board of Directors of Borrower.

5.6. Public Information. Deliver to Lenders promptly upon
transmission thereof, copies of all financial statements, proxy statements,
notices and reports, and copies of any registration statement or annual or
quarterly reports, if any, filed with the Securities and Exchange Commission (or
successor entity) or sent to shareholders of Borrower.

5.7. Books and Records. Keep and maintain satisfactory and
adequate books and records of account in accordance with GAAP and make or cause
the same to be made available to Agent or its agents or nominees at any
reasonable time upon reasonable notice for inspection and to make extracts
thereof and permit Agent or its agents or nominees to discuss contents of

same with senior officers of Borrower and also with outside auditors and
accountants of Borrower.

5.8. Insurance. Keep and maintain all of its property and assets
in good order and repair and covered by insurance with reputable and financially
sound insurance companies against such hazards and in such amounts as is
customary in the industry, under policies requiring the insurer to furnish
reasonable notice to Agent and opportunity to cure any non-payment of premiums
prior to termination of coverage and naming Agent, for the benefit of Lenders,
as loss payee and additional insured.

5.9. Litigation; Event of Default. Notify Lenders in writing
immediately of the institution of any litigation, the commencement of any
administrative proceedings, the happening of any event or the assertion or
threat of any claim, to the extent that any of the foregoing, could reasonably
be expected to have a Material Adverse Effect, or the occurrence of any Event of
Default or Default hereunder.

5.10. Taxes. Pay and discharge all taxes, assessments or other
governmental charges or levies imposed on it or any of its property or assets
prior to the date on which any penalty for non-payment or late payment is
incurred, unless the same are currently being contested in good faith by
appropriate proceedings, diligently prosecuted and covered by appropriate
reserves maintained in accordance with GAAP.

5.11. Costs and Expenses. Pay or reimburse Agent for all
reasonable out-of-pocket costs and reasonable expenses (including but not
limited to reasonable attorneys' fees and disbursements) Agent may reasonably
pay or incur in connection with the preparation and review of this Agreement and
all waivers, consents and amendments in connection therewith and all other
documentation related thereto, and the making of the Loan hereunder, and pay or
reimburse Lenders for all costs, liabilities and expenses (including but not
limited to reasonable attorneys' fees and disbursements) associated with the
collection or enforcement of the same, including without limitation any fees and
disbursements incurred in defense of or to retain amounts of principal, interest
or fees paid or in connection with any audit or examination of the Companies.
All obligations provided for in this Paragraph 5.11 shall survive any
termination of this Agreement or the Revolving Credit Commitment and the
repayment of the Loan.

5.12. Compliance; Notification.

(a) Comply in all material respects with all local, state and
federal laws and regulations applicable to its business (and in all respects
with the Environmental Control Statutes), including without limitation all laws
and regulations of the Local Authorities, and with the provisions and
requirements of all franchises, permits, certificates of compliance, approval
and need issued by regulatory authorities and with other like grants of
authority held by any Company; and notify Lenders immediately in detail of any
actual or alleged failure to comply with or perform, breach, violation or
default under any such laws or regulations or under the terms of any of such
franchises, licenses or grants of authority, or of the occurrence or existence
of any facts or circumstances which with the passage of time, the giving of
notice or otherwise could create such a breach, violation or default or could
occasion the termination of any of such franchises,

licenses or grants of authority, to the extent that any of the foregoing could
have a Material Adverse Effect.

(b) With respect to the Environmental Control Statutes,
immediately notify Agent when, in connection with the conduct of the Companies'
business(es) or operations, any person (including, without limitation, EPA or
any state or local agency) provides oral or written notification to any Company,
or any Company otherwise becomes aware, of a condition with regard to an actual
or imminently threatened Release of Hazardous Substances which could reasonably
be expected to have a Material Adverse Effect; and notify Agent in detail
immediately upon the receipt by a Company of an assertion of liability under the
Environmental Control Statutes, of any actual or alleged failure to comply with,
failure to perform, breach, violation or default under any such statutes or
regulations which could reasonably be expected to have a Material Adverse Effect
or of the occurrence or existence of any facts, events or circumstances which
with the passage of time, the giving of notice, or both, could create such a
failure to breach, violation or default.

5.13. ERISA. (a) Comply in all material respects with the
provisions of ERISA to the extent applicable to any Plan maintained for the
employees of any Company or any ERISA Affiliate; (b) do or cause to be done all
such acts and things that are required to maintain the qualified status of each
Plan and tax exempt status of each trust forming part of such Plan; (c) not
incur any material accumulated funding deficiency (within the meaning of ERISA
and the regulations promulgated thereunder), or any material liability to the
PBGC (as established by ERISA); (d) not permit any event to occur with respect
to any Plan sponsored by any Company or any ERISA Affiliate (i) as described in
Section 4042 of ERISA or (ii) which may result in the imposition of a lien on
its properties or assets; and (e) notify Agent in writing promptly after it has
come to the attention of senior management of any Company of the written
assertion or threat of any event described in Section 4042 of ERISA (relating to
the soundness of a Plan) (including any "reportable event" described in Section
4042(a)(3) of ERISA) or the PBGC's ability to assert a material liability
against it or impose a lien on any Company's, or any ERISA Affiliate's
properties or assets; and (f)refrain from engaging in any prohibited
transactions or actions causing possible liability under Section502 of ERISA.

5.14 Total Debt to EBITDA Ratio. Maintain at all times during the
periods set forth in the left-hand column below, a ratio of (a) Total Debt of
Borrower and its consolidated Subsidiaries to (b) EBITDA of Borrower and its
Consolidated Subsidiaries for the most recent Rolling Period, of not greater
than the ratio set forth in the right-hand column below:

Period Ratio
------ -----

Date hereof through 12/31/99 4.00 to 1

[insert step downs]

5.15. Senior Debt to EBITDA. Maintain at all times during the
periods set forth in

the left-hand column below a ratio of Senior Debt of Borrower and its
consolidated Subsidiaries to EBITDA of Borrower and its consolidated
Subsidiaries for the most recent Rolling Period, of not greater than the ratio
set forth in the right-hand column below:

Period Ratio
------ -----
Date hereof through 12/31/98 3.25 to 1

[insert step downs]

5.16. Minimum EBITDA. Maintain at all times during the periods set
forth in the left-hand column below EBITDA of Borrower and its consolidated
Subsidiaries for the most recent Rolling Period, of not less than the amount set
forth in the right-hand column below:

Period Ratio

[insert required amounts]

5.17. Minimum Debt Service Coverage Ratio. Maintain at all times a
ratio of EBITDA to Debt Service for Borrower and its consolidated Subsidiaries
for the most recent Rolling Period of not less than ________ to 1.

5.18. Minimum Fixed Charge Coverage Ratio. Maintain at all times a
ratio of Adjusted EBITDAR to Fixed Charges for Borrower and its consolidated
Subsidiaries for the most recent Rolling Period of not less than ________ to 1.

5.19. Borrowing Base. Maintain at all times the outstanding
principal balance of the Loan in an amount less than or equal to the Borrowing
Base.

5.20. Management Changes. Notify Agent in writing within ten
(10) Business Days after any change of its senior executive management.

5.21. Transactions Among Affiliates. Cause all transactions
between and among it and its Affiliates, other than transactions among the
Companies, to be on an arms-length basis and on such terms and conditions as are
customary in the applicable industry between and among unrelated entities.

5.22. Joinders, etc. If any Subsidiary becomes a Material
Subsidiary or if a new Material Subsidiary is formed or acquired, execute or
cause such Material Subsidiary to execute, as applicable, a joinder to the
Guaranty and the Security Agreement by such Material Subsidiary, a supplement to
the Pledge agreements or an additional Pledge Agreement pledging all of the
shares of stock of such Material Subsidiary, and such other documents as Agent
may reasonably require in connection therewith, including without limitation
UCC-1 financing statements,

secretary's certificates and opinions of counsel.

5.23. Additional Collateral Security Documents. Execute, deliver,
file and record such additional documents, instruments or agreements as Agent
shall reasonably require from time to time in order to perfect, maintain,
protect or realize upon the Collateral, including without limitation additional
UCC financing statements, landlord waivers and consents and other documentation
as may be required in connection with the establishment by a Company of
additional inventory locations.

5.24. Other Information. Provide any Lender with any other
documents and information, financial or otherwise, reasonably requested by such
Lender from time to time.

SECTION 6

NEGATIVE COVENANTS

So long as any Revolving Credit Commitment or any Indebtedness of
Borrower to Lenders remains outstanding hereunder, Borrower covenants and agrees
that without Required Lenders' prior written consent, each Company and its
Subsidiaries will not:

6.1. Indebtedness. Borrow any monies or create or permit to exist
any Indebtedness except: (i) the Senior Obligations; (ii) trade Indebtedness in
the normal and ordinary course of business for value received; (iii)
Indebtedness and obligations incurred to purchase or lease fixed or capital
assets, provided, that the aggregate outstanding principal amount of such
indebtedness and obligations shall not exceed in the aggregate One Million Five
Hundred Thousand Dollars ($1,500,000) outstanding at any time; (iv) Subordinated
Debt on terms satisfactory to Required Lenders; (v) existing seller obligations
as described on Exhibit C not to exceed Five Million Nine Hundred Thousand
Dollars ($5,900,000), as reduced from time to time by payments thereon; and (vi)
the existing mortgage indebtedness on the buildings in Canton, Massachusetts,
Charlotte, North Carolina described on Exhibit C in the outstanding principal
amount of $______________ and $__________ respectively, as reduced from time to
time by payments thereon, provided that the mortgage indebtedness on the Xxxxxx
Building in Charlotte, North Carolina, so described, shall be paid off in full
upon sale of such building before _______________.

6.2. Guaranties. Guarantee or assume or be or agree to become
liable in any way, either directly or indirectly, for any Indebtedness or
liability of others except: (i) to endorse checks or drafts in the ordinary
course of business and (ii) pursuant to the Guaranty.

6.3. Loans. Make or permit to exist any loans or advances to
others, other than loans or advance by any Company to any other Company.

6.4. Liens and Encumbrances. Create, permit or suffer the
creation or existence of any liens, security interests, or any other
encumbrances on (including any conditional sales arrangement with respect to)
any of its property, real or personal, except the security interests in favor of
the Agent on behalf of Lenders as security for the Loans, and except (i) liens
arising in

favor of sellers or lessors for indebtedness and obligations incurred to
purchase or lease fixed or capital assets permitted under Paragraph 6.1(iii)
hereof, provided, however, that such liens secure only the indebtedness and
obligations created thereunder and are limited to the assets purchased or leased
pursuant thereto and the proceeds thereof; (ii) mechanic's and xxxxxxx'x liens,
liens for taxes, assessments or other governmental charges, federal, state or
local, which are then being currently contested in good faith by appropriate
proceedings and are covered by appropriate reserves maintained in accordance
with GAAP; (iii) pledges or deposits to secure obligations under workmen's
compensation, unemployment insurance or social security laws or similar
legislation; (iv) deposits to secure surety, appeal or custom bonds required in
the ordinary course of business, and (v) the existing mortgage liens pursuant to
the mortgage indebtedness permitted pursuant to Paragraph 6.1(vi) hereof.

6.5. Additional Negative Pledge. Agree or covenant with or promise
any person or entity other than the Lenders that it will not pledge its assets
or properties or otherwise grant any liens, security interests or encumbrances
on its property.

6.6. Restricted Payments.

(a) Make any Restricted Payments[, provided that: (i) so
long as there is no Default or Event of Default hereunder at such time, and such
payment will not create a Default or Event of Default, the Companies may make
regularly scheduled payments of principal and interest on Subordinated Debt, and
(ii) Borrower may make a distribution to certain shareholders of Xxxxxx-American
from the proceeds of the sale of the Xxxxxx Building in Charlotte, North
Carolina, provided that the proceeds of such sale are applied first to the
payoff of the mortgage on such building].

(b) Make any voluntary payment or prepayment of any
Indebtedness other than the Senior Obligations.

6.7. Transfer of Assets; Liquidation.

(a) Sell, lease, transfer or otherwise dispose of all or any
portion of its assets, real or personal, including any sale/leaseback or similar
transaction, other than such transactions in the normal and ordinary course of
business for value received provided, however, that in the absence of an Event
of Default or Default hereunder, Borrower and its Subsidiaries may consummate
the sale of the Xxxxxx Building, in Charlotte, North Carolina, and the
subsequent lease thereof by the Companies as described in the Registration
Statement provided that such sale and leaseback is consummated on or before
__________________; or

(b) discontinue, liquidate, or change in any material
respect any substantial part of its operations or business(es).

6.8. Acquisitions and Investments. Purchase or otherwise acquire
(including without limitation by way of share exchange) any part or amount of
the capital stock, partnership interests, or assets of, or make any investments
in, any other Person; or enter into any new business

activities or ventures not directly related to its present business; or merge or
consolidate with or into any other Person; or create any Subsidiary; provided,
however that, (i) the Companies may own the Subsidiaries owned by them on the
date hereof as set forth on Exhibit C attached hereto, and may create or form
additional wholly-owned Subsidiaries, subject to compliance with Paragraph 5.22
hereof, if applicable; (ii) Borrowers may make Permitted Investments, subject to
the conditions and limitations set forth in the definition thereof; and (iii)
the Companies (or a newly-formed Subsidiary which shall become a Company
pursuant to Paragraph 5.22 hereof) may make acquisitions if: (A) excluding the
acquisition of Xxxxx Xxxxxx and Xxxx, in the case of any acquisition with
respect to which the aggregate Acquisition Price is in excess of Three Million
Dollars ($3,000,000), or together with the aggregate Acquisition Price of all
other acquisitions consummated after the date of this Agreement and within
twelve months prior to such acquisition is in excess of Twenty Million Dollars
($20,000,000), Required Lenders shall have consented thereto, (B) at least ten
(10) Business Days prior to the consummation of such acquisition, the Company
delivers to Agent a notice of acquisition in the form of Exhibit G setting forth
a description of the material terms of the transaction, together with three (3)
years of historical financial information for the entity to be acquired and pro
forma financial statements for the preceding year and the current year, and a
certificate of the chief financial officer of the Company setting forth the
calculation of the covenants set forth in Paragraphs 5.14 through 5.19 and the
following clause (C) on a pro forma basis for the combined group as of the
consummation of the acquisition and as of the fiscal year end following the
acquisition and certifying as to the matters in clauses (D) and (E) following,
(C) the ratio of Senior Debt to EBITDA, calculated on a pro forma basis to give
effect to the acquisition, will be at the level required pursuant to Paragraph
5.15 hereof, less .25, (D) there is no Event of Default or Default hereunder in
existence at the time of such acquisition or investment or which would be caused
by such acquisition or investment, (E) giving effect to such acquisition, the
representations and warranties set forth in Section 3 hereof will be true and
correct in all material respects as applied to Borrowers and their Subsidiaries
including the acquired company or business (including without limitation the
absence or indebtedness or liens except as permitted pursuant to Paragraphs 6.1
and 6.4 hereof), (E) in the case of the acquisition of stock, the Companies (or
newly-formed Subsidiary which shall become a Company pursuant to Paragraph 5.22
hereof) obtains ownership of not less than one hundred percent (100%) of all
classes of voting securities; and (F) such acquisition or investment has been
approved by the board of directors (or equivalent governing authority) of the
entity to be acquired in office immediately prior to the proposed acquisition.

6.9. Payments to Affiliates. Pay any salaries, compensation,
management fees, consulting fees, service fees, licensing fees, or other similar
payments to Affiliates of any Company other than on an arms-length basis for
value, and on terms and conditions as are customary in the industry between and
among unrelated entities.

6.10. Certain Changes.

(a) Make any change in the fiscal year end
of Borrower; or

(b) enter into any amendments to the financial
covenants, rate or interest, amount or time of payments with respect to other
outstanding Indebtedness.

6.11. Restrictive Agreements. The Companies will not, and will not
permit any of their Subsidiaries to, directly or indirectly, enter into, incur
or permit to exist any agreement or other arrangement that prohibits, restricts
or imposes any condition upon (a) the ability of any Company or any Subsidiary
to create, incur or permit to exist any lien upon any of its material property
or assets, or (b) the ability of any Subsidiary to pay dividends or other
distributions with respect to any shares of its capital stock or to make or
repay loans or advances to any Company or any other Subsidiary or to guarantee
indebtedness of any Company or any other Subsidiary; provided that the foregoing
shall not apply to restrictions and conditions imposed by law or by this
Agreement.

6.12. Use of Proceeds. Use any of the proceeds of the Loan,
directly or indirectly, to purchase or carry margin securities within the
meaning of Regulation U of the Board of Governors of the Federal Reserve System;
or engage as its principal business in the extension of credit for purchasing or
carrying such securities.

SECTION 7

DEFAULT

7.1. Events of Default. Each of the following events shall be an
Event of Default hereunder:

(a) If Borrower shall fail to pay when due any installment
of principal or any interest, fees, costs, expenses or any other sum payable to
Lenders or Agent under the Senior Obligations; or

(b) If any representation or warranty made herein or in
connection herewith or in any statement, certificate or other document furnished
hereunder is false or misleading in any material respect when made; or

(c) If any Company shall default (after expiration of any
applicable cure or grace periods) in the payment or performance of any
obligation or Indebtedness to another either singly or in the aggregate in
excess of One Hundred Thousand Dollars ($100,000), whether now or hereafter
incurred; or

(d) If there shall be a default in or failure to observe at
any test date the covenants set forth in Paragraphs 5.14 through 5.19 hereof or
in Section 6 hereof; or

(e) If any Company shall default in the performance of any
other agreement or covenant contained herein (other than as provided in
subparagraphs (a), (b) or (d) above) or in any document executed or delivered in
connection herewith, including without limitation with respect to any
Collateral, and such default shall continue uncured for twenty (20) days after
notice thereof to Borrower given by Agent; or

(f) If Borrower shall cease to own, directly or indirectly,
one hundred

percent (100%) of the outstanding capital stock of each Guarantor; or

(g) If (i) any person or group within the meaning of Section
13(d)(3) of the Securities Exchange Act of 1934, as amended (the "1934 Act") and
the rules and regulations promulgated thereunder (other than _______________)
shall have beneficial ownership (within the meaning of Rule 13d-3 of the 1934
Act), directly or indirectly, of securities of the Company (or other securities
convertible into such securities within the time specified in Rule 13d-3 of the
0000 Xxx) representing ten percent (10%) or more of the combined voting power of
all securities of the Borrower entitled to vote in the election of directors
(hereinafter called a "Controlling Person"); or (ii) a majority of the board of
directors of the Borrower shall cease for any reason to consist of (A)
individuals who on the date hereof were serving as directors of Borrower and
(B)individuals who subsequently become members of the Board if such individuals'
nominations for election or elections to the Board are recommended or approved
by a majority of the Board of Directors of the Borrower. For purposes of clause
(i) above, a person or group shall not be a Controlling Person if such person or
group holds voting power in good faith, and not for the purpose of circumventing
this Paragraph 7.1(g) as an agent, bank, broker, nominee, trustee, or holder of
revocable proxies given in response to a solicitation pursuant to the 1934 Act,
for one or more beneficial owners who do not individually, or, if they are a
group acting in concert, as a group, have the voting power specified in clause
(i) above;

(h) If custody or control of any substantial part of the
property of any Company shall be assumed by any governmental agency or any court
of competent jurisdiction at the instance of any governmental agency; if any
license or franchise of a Company shall be suspended, revoked, not renewed or
otherwise terminated the loss of which would reasonably be expected to have a
Material Adverse Effect; or if any material contract (as determined in
accordance with Regulation S-K under the Securities Act of 1933, as amended) is
terminated; or if any governmental regulatory authority or judicial body shall
make any other final non-appealable determination the effect of which would have
Material Adverse Effect; or

(i) If any Company or any Subsidiary becomes insolvent,
bankrupt or generally fails to pay its debts as such debts become due; is
adjudicated insolvent or bankrupt; admits in writing its inability to pay its
debts; or shall suffer a custodian, receiver or trustee for it or substantially
all of its property to be appointed and if appointed without its consent, not be
discharged within thirty (30) days; makes a general assignment for the benefit
of creditors; or suffers proceedings under any law related to bankruptcy,
insolvency, liquidation or the reorganization, readjustment or the release of
debtors to be instituted against it and if contested by it not dismissed or
stayed within thirty (30) days; if proceedings under any law related to
bankruptcy, insolvency, liquidation, or the reorganization, readjustment or the
release of debtors is instituted or commenced by any Company or any Subsidiary;
if any order for relief is entered relating to any of the foregoing proceedings;
if any Company or any Subsidiary shall call a meeting of its creditors with a
view to arranging a composition or adjustment of its debts; or if any Company or
any Subsidiary shall by any act or failure to act indicate its consent to,
approval of or acquiescence in any of the foregoing; or

(j) any event or condition shall occur or exist with respect
to any activity

or substance regulated under the Environmental Control Statutes and as a result
of such event or condition, the Companies have incurred or in the opinion of
Borrower are reasonably likely to incur liabilities in the aggregate in excess
of One Hundred Thousand Dollars ($100,000); or

(k) if any judgment, writ, warrant or attachment or execution
or similar process which calls for payment or presents liability in excess of
One Hundred Thousand Dollars ($100,000) shall be rendered, issued or levied
against any Company or its respective property and such process shall not be
paid, waived, stayed, vacated, discharged, settled, satisfied or fully bonded
within sixty (60) days after its issuance or levy unless such judgment is
covered by insurance and the insurer has acknowledged coverage in writing with
respect thereto; or

7.2. Remedies. Upon the happening of any Event of Default and at
any time during the continuance thereof, at the election of Required Lenders,
and by notice by Agent to Borrower (except if an Event of Default described in
Paragraph 7.1(i) shall occur in which case acceleration shall occur
automatically without notice), Required Lenders may declare the entire unpaid
balance, principal, interest and fees, of all Indebtedness of Borrower to
Lenders, hereunder or otherwise, to be immediately due and payable. Upon such
declaration, the Revolving Credit Commitment shall immediately and automatically
terminate and Lenders shall have no further obligation to make any advances and
they shall have the immediate right to enforce or realize on any collateral in a
commercially reasonable manner in any manner or order they deem expedient
without regard to any equitable principles of marshaling or otherwise. Whether
such a declaration has been made by Required Lenders that the Indebtedness is
due and payable following an Event of Default, Required Lenders may terminate
the Revolving Credit Commitments at any time during the continuance of an Event
of Default by notice thereof by Agent to Borrower. In addition to any rights
granted hereunder or in any documents delivered in connection herewith, Lenders
shall have all the rights and remedies granted by any applicable law, all of
which shall be cumulative in nature.

7.3. Right of Set-off. If any obligations hereunder or under any
other Loan Document, including under any interest rate swap or rate protection
agreement with a Lender (collectively, the "Liabilities") shall be due and
payable or any one or more Events of Default shall have occurred and be
continuing, whether or not the Agent shall have made demand under any Loan
Document and regardless of the adequacy of any collateral for the Liabilities or
other means of obtaining repayment of the Liabilities, each Lender shall have
the right, without notice to the Borrower and is specifically authorized hereby
to set-off against and apply to the then unpaid balance of the Liabilities any
items or funds of the Borrower held by each Lender or any affiliate of such
Lender, any and all deposits (whether general or special, time or demand,
matured or unmatured) or any other property of the Borrower including, without
limitation, securities and/or certificates of deposit, now or hereafter
maintained by any Borrower for its or their own account with any Lender or any
affiliate of such Lender, and any other indebtedness at any time held or owing
by any Lender or any affiliate of such Lender, to or for the credit or the
account of Borrower, even if effecting such set-off results in a loss or
reduction of interest or the imposition of a penalty applicable to the early
withdrawal of time deposits. For such purpose, the Lenders shall have, and
Borrower hereby grant to each Lender, a first lien on and security interest in
such deposits, property, funds and accounts and the proceeds thereof.

7.4. Turnover of Property Held by Lender's Affiliates. Borrower
further authorizes any affiliate of each Lender, upon the occurrence and during
the continuance of an Event of Default, at the request of any such Lender, and
without notice to Borrower, to turn over to the Agent any property of Borrower,
including, without limitation, funds and securities, held by any Lender's
affiliate for any such Borrower's account and to debit any deposit account
maintained by Borrower with such Lender's affiliate (even if such deposit
account is not then due or there results a loss or reduction of interest or the
imposition of a penalty in accordance with law applicable to the early
withdrawal of time deposits), in the amount requested by the Lenders up to the
amount of the Liabilities, and to pay or transfer such amount or property to the
Agent for application to the Liabilities.

7.5. Remedies Cumulative; No Waiver. The rights, powers and
remedies of the Lenders provided in this Agreement and any in the other Loan
Documents are cumulative and not exclusive of any right, power or remedy
provided by law or equity. No failure or delay on the part of the Agent or any
Lender in the exercise of any right, power or remedy shall operate as a waiver
thereof, nor shall any single or partial exercise preclude any other or further
exercise thereof, or the exercise of any other right, power or remedy.

SECTION 8

AGENCY PROVISIONS

This Section sets forth the relative rights and duties of Agent and Lenders
respecting the Loan and, with the exception of Paragraphs 8.3 and 8.15 hereof,
does not confer any enforceable rights on Borrower against Lenders or create on
the part of Lenders any duties or obligations to Borrower.

8.1. Application of Payments. Agent shall apply all payments of
principal, interest, commitment fee or other amounts hereunder made to Agent by
or on behalf of Borrower with respect to the Loan to Lenders on the basis of
their Pro Rata Shares of the outstanding principal balance of the Loans, except
the fees payable under Paragraph 2.13 hereof, which shall be paid solely to
Agent. Such distribution of payments shall be made promptly in federal funds
immediately available at the office of each Lender set forth above.

8.2. Set-Off. In the event a Lender, by exercise of its right of
set-off, or otherwise, receives any payment of principal or interest, in an
amount greater than its Pro Rata Share of such payment based upon the Lenders'
respective shares of principal Indebtedness outstanding hereunder immediately
before such payment, such Lender shall purchase a portion of the Indebtedness
hereunder owing to each other Lender so that after such purchase each Lender
shall hold its Pro Rata Share of all the Indebtedness then outstanding
hereunder, provided that if all or any portion of such excess payment is
thereafter recovered from such Lender, such purchase shall be rescinded and the
purchase price restored to the extent of any such recovery, but without
interest.

8.3. Modifications and Waivers. No modification or amendment
hereof, consent

hereunder or waiver of any Event of Default shall be effective except by written
consent of the Required Lenders; provided, however, that the written consent of
all Lenders shall be required to (i) modify, amend, waive, discharge, terminate
or suspend compliance with (A) any rate of interest applicable to the Loans to
the extent it is proposed to be decreased, (B)the amount of the Revolving Credit
Commitment to the extent it is proposed to be increased, or the Lenders'
respective shares thereof; (C) the date or amounts of payment of the Loans or
interest thereon, to postpone payment thereof, (D)the commitment fee set forth
in Paragraph2.12 hereof or other amounts payable by Borrower hereunder except if
payable solely to the Agent, to the extent any such amount is proposed to be
decreased, (E)the definition of Required Lenders, (F)this Paragraph 8.3, or (G)
the definition of Pro Rata Share; (ii) release all or substantially all of the
Collateral; or (iii)release any Guarantor that is a Material Subsidiary.

8.4. Obligations Several. The obligations of the Lenders hereunder
are several, and each Lender hereunder shall not be responsible for the
obligations of the other Lenders hereunder, nor will the failure of one Lender
to perform any of its obligations hereunder relieve the other Lenders from the
performance of their respective obligations hereunder.

8.5. Lenders' Representations. Each Lender represents and warrants
to the other Lenders that (i) it has been furnished all information it has
requested for the purpose of evaluating its proposed participation under this
Agreement; and (ii) it has decided to enter into this Agreement on the basis of
its independent review and credit analysis of Borrower, this Agreement and the
documentation in connection therewith and has not relied for such analysis on
any information or analysis provided by any other Lender.

8.6. Investigation. No Lender shall have any obligation to the
others to investigate the condition of Borrower or any of the Collateral or any
other matter concerning the Loan.

8.7. Powers of Agent. Agent shall have and may exercise those
powers specifically delegated to Agent herein, together with such powers as are
reasonably incidental thereto.

8.8. General Duties of Agent, Immunity and Indemnity. Upon receipt
of notices and reports delivered by Borrower to the Agent under this Agreement,
the Agent shall promptly deliver the same in the form received to the Lenders.
Required Lenders shall also have the right to request Agent to inspect
Borrower's books and records and take the other steps provided in Paragraph 5.7
hereof. In performing its duties as Agent hereunder, Agent will take the same
care as it takes in connection with loans in which it alone is interested,
subject to the limitations on liabilities contained herein; provided that Agent
shall not be obligated to ascertain or inquire as to the performance of any of
the terms, covenants or conditions hereof by Borrower. Neither Agent nor any of
its directors, officers, agents or employees, shall be liable for any action or
omission by any of them hereunder or in connection herewith except for gross
negligence or willful misconduct. Subject to such exception, each of the Lenders
hereby indemnifies Agent (in its capacity as Agent) on the basis of such
Lender's Pro Rata Share, against any liability, claim, loss or expense arising
from or relating to any action taken or omitted to be taken with respect to this
Agreement, any other Loan Document or the transactions contemplated thereby or
Borrower, to the extent that the Agent has not been reimbursed therefor by
Borrower, without affecting any

obligation of Borrower to reimburse.

8.9. No Responsibility for Representations or Validity, etc. Each
Lender agrees that Agent shall not be responsible to any Lender for any
representations, statements, or warranties of Borrower herein or in the other
Loan Documents. Neither Agent nor any of its directors, officers, employees or
agents, shall be responsible for the validity, effectiveness, sufficiency,
perfection or enforceability of this Agreement or the other Loan Documents, or
any Collateral, or any documents relating thereto or for the priority of any of
Lenders' security interests in any such Collateral.

8.10. Action on Instruction of Lenders; Right to Indemnity. Agent
shall act upon written instruction of Lenders or Required Lenders, as
appropriate, and in all cases Agent shall be fully protected in acting or
refraining from acting hereunder in accordance with such written instructions to
it signed by Required Lenders unless the consent of all the Lenders is expressly
required hereunder in which case Agent shall be so protected when acting in
accordance with such instructions from all the Lenders. Such instructions and
any action taken or failure to act pursuant thereto shall be binding on all the
Lenders, provided that except as otherwise provided herein, Agent may act
hereunder in its own discretion without requesting such instructions.

8.11. Employment of Agents. In connection with its activities
hereunder, Agent may employ agents and attorneys-in-fact and shall not be
answerable, except as to money or securities received by it or its authorized
agents, for the default or misconduct of agents or attorneys-in-fact selected
with reasonable care.

8.12. Reliance on Documents. Agent shall be entitled to rely upon
(a) any paper or document believed by it to be genuine and correct and to have
been signed or sent by the proper person or persons and (b) upon the opinion of
its counsel with respect to legal matters.

8.13. Agent's Rights as a Lender. With respect to their share of
the indebtedness hereunder, Agent shall have the same rights and powers
hereunder as any other Lender and may exercise the same as though it were not
Agent. Each of the Lenders may accept deposits from and generally engage in
other banking or trust business with Borrower as if it were not Agent or a
Lender hereunder.

8.14. Expenses. Each of the Lenders shall reimburse Agent from
time to time at the request of Agent for its Pro Rata Share of any expenses
incurred by Agent in connection with the performance of its functions hereunder
without affecting any obligation of Borrower to reimburse, provided however that
in the event Lenders shall reimburse Agent for expenses for which Borrower
subsequently reimburses Agent, then Agent shall remit to each Lender the
respective amount received from such Lender against such expenses.

8.15. Resignation of Agent. Agent may at any time resign its
position as Agent, without affecting its position as a Lender, by giving written
notice to Lenders and Borrower. Such resignation shall take effect upon the
appointment of a successor agent in accordance with this Paragraph 8.15. In the
event Agent shall resign, Required Lenders with the consent of Borrower,

which consent will not be unreasonably withheld, shall appoint a Lender as
successor Agent. If within thirty (30) days of the Agent's notice of resignation
no successor agent shall have been appointed by Lenders and accepted such
appointment, then Agent, in its discretion may appoint any other Lender with
banking powers as a successor agent.

8.16. Successor Agent. The successor Agent appointed pursuant to
Paragraph 8.15 shall execute and deliver to its predecessor and Lenders an
instrument in writing accepting such appointment, and thereupon such successor,
without any further act, deed or conveyance, shall become fully vested with all
the properties, rights, duties and obligations of its predecessor Agent. The
predecessor Agent shall deliver to its successor Agent forthwith all Collateral,
documents and moneys held by it as Agent, if any, whereupon such predecessor
Agent shall be discharged from its duties and obligations as Agent under this
Agreement.

8.17. Collateral Security. Agent will hold, administer and manage
any Collateral pledged from time to time hereunder either in its own name or as
Agent on behalf of the Lenders, but each Lender shall hold a direct, undivided
pro-rata beneficial interest therein, on the basis of its Pro Rata Share, by
reason of and as evidenced by this Agreement.

8.18. Enforcement by Agent. All rights of action under this
Agreement and under the Notes and all rights to the Collateral hereunder may be
enforced by Agent and any suit or proceeding instituted by Agent in furtherance
of such enforcement shall be brought in its name as Agent, without the necessity
of joining as plaintiffs or defendants any other Lenders, and the recovery of
any judgment shall be for the benefit of Lenders subject to the expenses of
Agent.

SECTION 9

MISCELLANEOUS

9.1. Indemnification and Release Provisions. Borrower hereby
agrees to defend Agent and each Lender and their directors, officers, agents,
employees and counsel from, and hold each of them harmless against, any and all
losses, liabilities (including without limitation settlement costs and amounts,
transfer taxes, documentary taxes, or assessments or charges made by any
governmental authority), claims, damages, interest judgments, costs, or
expenses, including without limitation reasonable fees and disbursements of
counsel, incurred by any of them arising out of or in connection with or by
reason of this Agreement, the Revolving Credit Commitment, the making of the
Loans or any Collateral therefor, other than those resulting primarily from any
such party's own wilful misconduct or gross negligence, including without
limitation, any and all losses, liabilities, claims, damages, interests,
judgments, costs or expenses relating to or arising under any Environmental
Control Statute or the application of any such Statute to any of the Companies'
properties or assets. Borrower hereby releases Agent and each Lender and their
directors, officers, agents, employees and counsel from any and all claims for
loss, damages, costs or expenses caused or alleged to be caused by any act or
omission on the part of any of them other than those resulting primarily from
any such party's own wilful misconduct or gross negligence. All obligations
provided for in this Paragraph 9.1 shall survive any termination of this
Agreement or the Revolving Credit Commitment and the repayment of the Loans.

9.2. Participations and Assignments. Borrower hereby acknowledges
and agrees that a Lender may at any time: (a)grant participations in its share
of the Loans or any Note or of its right, title and interest therein or in or to
this Agreement (collectively, "Participations") to any other lending office or
to any other bank, lending institution or other Person which has the requisite
sophistication to evaluate the merits and risks of investments in Participations
("Participants"); provided, however, that: (i)all amounts payable by Borrower
hereunder shall be determined as if such Lender had not granted such
Participation; and (ii) any agreement pursuant to which any Lender may grant a
Participation: (A) shall provide that such Lender shall retain the sole right
and responsibility to enforce the obligations of Borrower hereunder including,
without limitation, the right to approve any amendment, modification or waiver
of any provisions of this Agreement; (B) may provide that such Lender will not
agree to any modification, amendment or waiver of this Agreement requiring
approval of all Lenders pursuant to Paragraph 8.3 hereof without the consent of
the Participant and (C) shall not relieve such Lender from its obligations,
which shall remain absolute, to make Advances as provided hereunder; and
(b)assign (i) all or any percent of its share of the Loans or any Note or right,
title and interest therein or in and to this Agreement, to (x)a Lender; (y)any
Affiliate of a Lender; or (z)any Federal Reserve Bank; or (ii)all or any part of
its share of the Loans or any Note or right, title and interest therein or in
and to this Agreement to a third party; provided, however, that in the absence
of an Event of Default or Default hereunder no assignment pursuant to (b)(ii)
above shall be made without the prior written consent of the Agent and
Borrowers, which consent shall not be unreasonably withheld. Any participations
and any assignments pursuant to subparagraph (b) shall be in an amount not less
than Five Million dollars ($5,000,000) and, shall not result in the aggregate
Maximum Principal Amount of the assigning Lender being less than Five Million
Dollars ($5,000,000) unless it is reduced to zero (0). Any assignment pursuant
to subparagraph (b) shall require payment by the applicable Lender to Agent of a
$3,500 transfer fee. Any assignment pursuant to subparagraph (b) shall be in the
form attached hereto as Exhibit H.

9.3. Binding and Governing Law. This Agreement and all documents
executed hereunder shall be binding upon and shall inure to the benefit of the
parties hereto and their respective successors and assigns and, except as may be
required by mandatory provisions of applicable law, shall be governed as to
their validity, interpretation and effect by the laws of the Commonwealth of
Pennsylvania.

9.4. Survival. All agreements, representations, warranties and
covenants of Borrower contained herein or in any documentation required
hereunder shall survive the execution of this Agreement and the making of the
Loan hereunder, and except for Paragraphs 5.11 and 9.1 which provide otherwise
will continue in full force and effect as long as any indebtedness or other
obligation of Borrower to Lenders remains outstanding.

9.5. No Waiver; Delay. If Lenders shall waive any power, right or
remedy arising hereunder or under any applicable law, such waiver shall not be
deemed to be a waiver upon the later occurrence or recurrence of any of said
events with respect to Lenders. No delay by Lenders in the exercise of any
power, right or remedy shall, under any circumstances, constitute or be deemed
to be a waiver, express or implied, of the same and no course of dealing between
the parties hereto shall constitute a waiver of Lenders' powers, rights or
remedies. The remedies

herein provided are cumulative and not exclusive of any remedies provided by
law.

9.6. Modification; Waiver. Except as otherwise provided in this
Agreement, no modification or amendment hereof, or waiver or consent hereunder,
shall be effective unless made in a writing signed by appropriate officers of
the parties hereto.

9.7. Headings. The various headings in this Agreement are
inserted for convenience only and shall not affect the meaning or interpretation
of this Agreement or any provision hereof.

9.8. Notices. Any notice, request or consent required hereunder
or in connection herewith shall be deemed satisfactorily given if in writing and
delivered by hand, mailed (registered or certified mail) or sent by facsimile
transmission to Agent or Borrower at their respective addresses or telecopier
number set forth below, or to Lenders at their respective addresses or
telecopier numbers set forth on Schedule 1 attached hereto, or to any party at
such other addresses or telecopier numbers as may be given by any party to the
others in writing:

if to Borrower:

Xxxxxxx American Corporation
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention:
Telecopier:

if to Agent:

First Union National Bank
0000 Xxxxxxxx Xxxxxx
XX 4843
Xxxxxxxxxxxx, XX 00000
Attention: Xxxxxx X. Xxxxx
Telephone: (000) 000-0000
Telecopier: (000) 000-0000

9.9. Payment on Non-Business Days. Whenever any payment to be
made hereunder shall be stated to be due on a day other than a Business Day,
such payment may be made on the next succeeding Business Day, provided however
that such extension of time shall be included in the computation of interest due
in conjunction with such payment or other fees due hereunder, as the case may
be.

9.10. Time of Day. All time of day restrictions imposed herein
shall be calculated using Agent's local time.

9.11. Severability. If any provision of this Agreement or the
application thereof to

any person or circumstance shall be invalid or unenforceable to any extent, the
remainder of this Agreement and the application of such provisions to other
persons or circumstances shall not be affected thereby and shall be enforced to
the greatest extent permitted by law.

9.12. Counterparts. This Agreement may be executed in any number
of counterparts with the same effect as if all the signatures on such
counterparts appeared on one document, and each such counterpart shall be deemed
to be an original.

9.13. Consent to Jurisdiction and Service of Process. Each Company
irrevocably appoints each officer of Borrower as its attorney upon whom may be
served any notice, process or pleading in any action or proceeding against it
arising out of or in connection with this Agreement, the Notes, the Loan
Documents or any of the Collateral; each Company hereby consents that any action
or proceeding against it be commenced and maintained in any court within the
Commonwealth of Pennsylvania or in the United States District Court for the
Eastern District of Pennsylvania by service of process on any officer of
Borrower; and each Company agrees that the courts of the Commonwealth of
Pennsylvania and the United States District Court for the Eastern District of
Pennsylvania shall have jurisdiction with respect to the subject matter hereof
and the person of each Company and the Collateral. Notwithstanding the
foregoing, Agent, in its absolute discretion may also initiate proceedings in
the courts of any other jurisdiction in which any Company may be found or in
which any of its properties or Collateral may be located.

9.14. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY
KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHTS IT MAY HAVE TO A
TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON OR ARISING OUT OF, UNDER
OR IN CONNECTION WITH THIS AGREEMENT OR THE NOTES OR OTHER LOAN DOCUMENTS OR ANY
COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR
ACTIONS OF AGENT OR LENDERS. THIS PROVISION IS A MATERIAL INDUCEMENT FOR
LENDERS' ENTERING INTO THIS AGREEMENT.

9.15. ACKNOWLEDGMENTS. BORROWER ACKNOWLEDGES THAT IT HAS HAD THE
ASSISTANCE OF COUNSEL IN THE REVIEW AND EXECUTION OF THIS AGREEMENT AND,
SPECIFICALLY, PARAGRAPH 9.14 HEREOF, AND FURTHER ACKNOWLEDGES THAT THE MEANING
AND EFFECT OF THE FOREGOING WAIVER OF JURY TRIAL HAVE BEEN FULLY EXPLAINED TO
BORROWER BY SUCH COUNSEL.

IN WITNESS WHEREOF, the undersigned, by their duly authorized
officers, as applicable, have executed this Agreement the day and year first
above written.

Attest: XXXXXXX AMERICAN CORPORATION

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

FIRST UNION NATIONAL BANK, for itself and
as Agent

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

Schedule 1
----------

Lenders, Pro Rata Shares and
Maximum Principal Amounts

Maximum Principal Amount Pro Rata
Lender Revolving Credit Loan Term Loan Share
------ --------------------- --------- --------

First Union National Bank $ $ %
0000 Xxxxxxxx Xxxxxx
XX 0000
Xxxxxxxxxxxx, XX 00000
Attn: Agency Services
Tel: (000) 000-0000 or 5733
Fax: (000) 000-0000

------------ ----------- --------
TOTAL: $25,000,000 $50,000,000 100.000%

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Table of Contents

Exhibit 10.29 FORM OF CREDIT AGREEMENT

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