EXHIBIT 10.5 AMENDED AND RESTATED CREDIT AGREEMENT dated as of April 19, 2001

EXHIBIT 10.5

AMENDED AND RESTATED CREDIT AGREEMENT

dated as of April 19, 2001

among

TRANSIT GROUP, INC.,

VARIOUS FINANCIAL INSTITUTIONS
and

BANK ONE, NA,
as Agent

TABLE OF CONTENTS

Page
ARTICLE I

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

ARTICLE II

THE LOANS.................................................................................. 13
2.1. Making of Loans............................................................. 13
2.2. Required Payments........................................................... 13
2.3. Optional Principal Prepayments.............................................. 14
2.4. Interest Rate; Rate Applicable After Default................................ 14
2.5. Method of Payment........................................................... 14
2.6. Noteless Agreement; Evidence of Indebtedness................................ 14
2.7. Interest Payment Dates; Interest and Fee Basis.............................. 15
2.8. Notification of Prepayments................................................. 15
2.9. Lending Installations....................................................... 15
2.10. Non-Receipt of Funds by the Agent........................................... 15

ARTICLE III

TAXES...................................................................................... 16
3.1. Taxes....................................................................... 16
3.2. Lender Statements; Survival of Indemnity.................................... 18

ARTICLE IV

CONDITIONS PRECEDENT....................................................................... 18
4.1. Documents................................................................... 18
4.2. Existing LCs................................................................ 20

ARTICLE V

REPRESENTATIONS AND WARRANTIES............................................................. 20
5.1. Existence and Standing...................................................... 20
5.2. Authorization and Validity.................................................. 20
5.3. No Conflict; Government Consent............................................. 20
5.4. Financial Statements........................................................ 21
5.5. Material Adverse Change..................................................... 21
5.6. Taxes....................................................................... 21
5.7. Litigation and Contingent Obligations....................................... 21
5.8. Subsidiaries................................................................ 21
5.9. ERISA....................................................................... 21
5.10. Accuracy of Information..................................................... 22

5.11. Regulation U................................................................ 22
5.12. Material Agreements......................................................... 22
5.13. Compliance With Laws........................................................ 22
5.14. Ownership of Properties..................................................... 22
5.15. Plan Assets; Prohibited Transactions........................................ 22
5.16. Environmental Matters....................................................... 23
5.17. Investment Company Act...................................................... 23
5.18. Public Utility Holding Company Act.......................................... 23
5.19. Post-Retirement Benefits.................................................... 23

ARTICLE VI

COVENANTS.................................................................................. 23
6.1. Financial Reporting........................................................ 23
6.2. Notice of Default.......................................................... 25
6.3. Conduct of Business........................................................ 25
6.4. Taxes...................................................................... 25
6.5. Insurance.................................................................. 25
6.6. Compliance with Laws....................................................... 26
6.7. Maintenance of Properties.................................................. 26
6.8. Inspection; Collateral Audit............................................... 26
6.9. Restricted Payments........................................................ 26
6.10. Indebtedness............................................................... 26
6.11. Merger..................................................................... 27
6.12. Sale of Assets............................................................. 27
6.13. Investments and Acquisitions............................................... 27
6.14. Liens...................................................................... 28
6.15. Affiliates................................................................. 28
6.16. No Amendment to GECC Convertible Preferred Stock; No Issuance of
Additional Redeemable Stock................................................ 29
6.17. Sale of Accounts........................................................... 29
6.18. Sale and Leaseback Transactions and other Off-Balance Sheet Liabilities.... 29
6.19. Contingent Obligations..................................................... 29
6.20. Letters of Credit.......................................................... 29
6.21. Prepayment of Other Debt................................................... 29
6.22. Consolidated Capital Expenditures.......................................... 29
6.23. Additional Subsidiaries; Further Assurances................................ 29
6.24. Release and Covenant Not to ▇▇▇............................................ 30

ARTICLE VII

DEFAULTS................................................................................... 30

ARTICLE VIII

ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES............................................. 33

8.1. Acceleration................................................................ 33
8.2. Amendments.................................................................. 34
8.3. Preservation of Rights...................................................... 34

ARTICLE IX

GENERAL PROVISIONS......................................................................... 35
9.1. Survival of Representations.................................................. 35
9.2. Governmental Regulation...................................................... 35
9.3. Headings..................................................................... 35
9.4. Entire Agreement............................................................. 35
9.5. Several Obligations; Benefits of this Agreement.............................. 35
9.6. Expenses; Indemnification.................................................... 35
9.7. Numbers of Documents......................................................... 36
9.8. Accounting................................................................... 36
9.9. Severability of Provisions................................................... 36
9.10. Nonliability of Lenders..................................................... 36
9.11. Confidentiality............................................................. 36
9.12. Nonreliance................................................................. 37
9.13. Disclosure.................................................................. 37

ARTICLE X

THE AGENT.................................................................................. 37
10.1. Appointment; Nature of Relationship......................................... 37
10.2. Powers...................................................................... 37
10.3. General Immunity............................................................ 37
10.4. No Responsibility for Loans, Recitals, etc.................................. 38
10.5. Action on Instructions of Lenders........................................... 38
10.6. Employment of Agents and Counsel............................................ 38
10.7. Reliance on Documents; Counsel.............................................. 38
10.8. Agent's Reimbursement and Indemnification................................... 39
10.9. Notice of Default........................................................... 39
10.10. Rights as a Lender......................................................... 39
10.11. Lender Credit Decision..................................................... 39
10.12. Successor Agent............................................................ 40
10.13. Delegation to Affiliates................................................... 40
10.14. Execution of Collateral Documents.......................................... 40
10.15. Collateral Releases........................................................ 41

ARTICLE XI

SETOFF; RATABLE PAYMENTS.................................................................... 41
11.1. Setoff...................................................................... 41
11.2. Ratable Payments............................................................ 41

ARTICLE XII

BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS.......................................... 41
12.1. Successors and Assigns..................................................... 41
12.2. Participations............................................................. 42
12.2.1 Permitted Participants; Effect..................................... 42
12.2.2 Voting Rights...................................................... 42
12.2.3 Benefit of Setoff.................................................. 43
12.3. Assignments................................................................ 43
12.3.1 Permitted Assignments.............................................. 43
12.3.2 Effect; Effective Date............................................. 43
12.4. Dissemination of Information............................................... 44
12.5. Tax Treatment.............................................................. 44

ARTICLE XIII

NOTICES.................................................................................... 44
13.1. Notices.................................................................... 44
13.2. Change of Address.......................................................... 44

ARTICLE XIV

COUNTERPARTS............................................................................... 45

ARTICLE XV

CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL............................... 45
15.1. CHOICE OF LAW.............................................................. 45
15.2. CONSENT TO JURISDICTION.................................................... 45
15.3. WAIVER OF JURY TRIAL....................................................... 45
15.4. WAIVER OF AND AGREEMENT TO TERMINATE AUTOMATIC STAY........................ 46

SCHEDULES

Schedule 1 Guarantors and other Investments
Schedule 2 Liens and Indebtedness
Schedule 2.1 Commitments of the Lenders
Schedule 2.2 Repayment of Term A Loans
Schedule 3 Series B Preferred Stockholders
Schedule 5.7 Litigation and Contingent Obligations
Schedule 5.12 Material Adverse Effect

EXHIBITS
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EXHIBIT A Form of Opinion of Counsel
EXHIBIT B Form of Compliance Certificate
EXHIBIT C Form of Assignment Agreement
EXHIBIT D Form of Note

AMENDED AND RESTATED CREDIT AGREEMENT

This Agreement, dated as of April 19, 2001, is among Transit Group, Inc., a
Florida corporation (the "Borrower"), the Lenders (as defined below) and Bank
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One, NA, a national banking association having its principal office in Chicago,
Illinois, as Agent.

WHEREAS, the Borrower, the Lenders and Bank One, NA, as agent, have entered
into an Acquisition Credit Agreement dated as of October 25, 1999 (as amended,
the "Existing Acquisition Credit Agreement") and a Credit Agreement dated as of
-------------------------------------
October 25, 1999 (as amended, the "Existing Working Capital Credit Agreement";
-----------------------------------------
together with the Existing Acquisition Credit Agreement, the "Existing
--------
Agreements");
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WHEREAS, the Borrower will issue preferred stock and will enter into a
working capital credit facility on the date hereof, and a portion of the
proceeds of such issuance and/or such facility will be applied to pay loans
under the Existing Agreements;

WHEREAS, the parties hereto have agreed to amend and restate the Existing
Agreements so as to, among other things, (a) convert the outstanding loans under
the Existing Agreements into term loans under this Agreement and (b) amend
certain covenants and various other provisions of the Existing Agreements; and

WHEREAS, the parties hereto intend that this Agreement and the documents
executed in connection herewith not effect a novation of the obligations of the
Borrower under the Existing Agreements, but merely a restatement of and, where
applicable, an amendment to the terms governing such obligations;

NOW, THEREFORE, in consideration of the mutual agreements contained herein,
the Existing Agreements are amended and restated in their entirety, and the
parties hereto agree as follows:

ARTICLE I

DEFINITIONS
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As used in this Agreement:

"Acquisition" means any transaction, or any series of related transactions,
consummated after the date hereof, by which the Borrower or any of its
Subsidiaries (i) acquires any going business or all or substantially all of the
assets of any firm, corporation or limited liability company, or division
thereof, whether through purchase of assets, merger or otherwise or (ii)
directly or indirectly acquires (in one transaction or as the most recent
transaction in a series of transactions) at least a majority (in number of
votes) of the securities of a corporation which have ordinary voting power for
the election

of directors (other than securities having such power only by reason of the
happening of a contingency) or a majority (by percentage or voting power) of the
outstanding ownership interests of a partnership or limited liability company.

"Affiliate" of any Person means any other Person directly or indirectly
controlling, controlled by or under common control with such Person. A Person
shall be deemed to control another Person if the controlling Person owns 10% or
more of any class of voting securities (or other ownership interests) of the
controlled Person or possesses, directly or indirectly, the power to direct or
cause the direction of the management or policies of the controlled Person,
whether through ownership of stock, by contract or otherwise.

"Agent" means Bank One in its capacity as contractual representative of the
Lenders pursuant to Article X, and not in its individual capacity as a Lender,
and any successor Agent appointed pursuant to Article X.

"Agreement" means this amended and restated credit agreement, as it may be
amended or modified and in effect from time to time.

"Agreement Accounting Principles" means generally accepted accounting
principles as in effect from time to time, applied in a manner consistent with
that used in preparing the financial statements referred to in Section 5.4.

"Article" means an article of this Agreement unless another document is
specifically referenced.

"Asset Sale" means the sale, lease, assignment or other transfer for value
by the Borrower or any Subsidiary to any Person (other than the Borrower or any
Subsidiary) of any asset or right of the Borrower or such Subsidiary for which
the Agent has been granted a first priority lien that it has not subordinated
pursuant to the Subordination Agreement (including any sale or other transfer of
stock of any Subsidiary, whether by merger, consolidation or otherwise, but
excluding any sale of inventory in the ordinary course of business).

"Authorized Officer" means any of the Chief Executive Officer, the Chief
Financial Officer, the President or any Vice President of the Borrower, acting
singly.

"Bank One" means Bank One, NA, a national banking association having its
principal office in Chicago, Illinois, in its individual capacity, and its
successors.

"Borrower" - see the introductory paragraph.

"Business Day" means a day (other than a Saturday or Sunday) on which banks
generally are open in Chicago for the conduct of substantially all of their
commercial lending activities and interbank wire transfers can be made on the
Fedwire system.

"Capital Expenditures" means, without duplication, expenditures for any
purchase or other acquisition of any asset which would be classified as a fixed
or capital asset on a consolidated balance sheet of the Borrower and its
Subsidiaries prepared in accordance with Agreement Accounting Principles
excluding (i) expenditures of insurance proceeds to rebuild or replace any asset
after a casualty loss and (ii) leasehold improvement expenditures for which the
Borrower or a Subsidiary is reimbursed promptly by the lessor.

"Capitalized Lease" of a Person means any lease of Property by such Person
as lessee which would be capitalized on a balance sheet of such Person prepared
in accordance with Agreement Accounting Principles.

"Capitalized Lease Obligations" of a Person means the amount of the
obligations of such Person under Capitalized Leases which would be shown as a
liability on a balance sheet of such Person prepared in accordance with
Agreement Accounting Principles.

"Cash Equivalent Investments" means (i) short-term obligations of, or fully
guaranteed by, the United States of America or mutual funds limited to the same,
(ii) commercial paper rated A-1 or better by S&P or P-1 or better by ▇▇▇▇▇'▇,
(iii) demand deposit accounts maintained in the ordinary course of business, and
(iv) certificates of deposit issued by and time deposits with commercial banks
(whether domestic or foreign) having capital and surplus in excess of
$100,000,000; provided that in each case the same shall provide for payment of
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both principal and interest (and not principal alone or interest alone) and
shall not be subject to any contingency regarding the payment of principal or
interest.

"Change in Control" means (i) any Person or group (within the meaning of
Rule 13d-5 under the Securities and Exchange Act of 1934), excluding (x) ▇▇▇▇▇
▇▇▇▇▇, any member of his immediate family and any trust therefor or Affiliate
thereof and (y) any Series B Preferred Stockholder, shall be or become the
beneficial owner (within the meaning of Rule 13d-3 under the Securities and
Exchange Act of 1934) of issued and outstanding capital stock of the Borrower
representing 20% or more of the voting power in elections for directors of the
Borrower on a fully diluted basis or (ii) a majority of the members of the Board
of Directors of the Borrower shall cease to be Continuing Members.

"Code" means the Internal Revenue Code of 1986, as amended, reformed or
otherwise modified from time to time.

"Collateral Documents" means, collectively, the Pledge and Security
Agreement, each Mortgage and any other document pursuant to which the Borrower
or any Guarantor grants collateral to the Agent for the benefit of the Lenders.

"Confirmation" means the Confirmation dated as of the date hereof executed
by the Borrower and each Guarantor, as it may be amended or modified from time
to time.

"Congress" means Congress Financial Corporation (Southern).

"Congress Credit Agreement" means the $50,000,000 Loan and Security
Agreement dated as of the date hereof among the Borrower, various Subsidiaries
and Congress, as amended or modified from time to time.

"Consolidated Capital Expenditures" means, with reference to any period,
the Capital Expenditures of the Borrower and its Subsidiaries calculated on a
consolidated basis for such period.

"Consolidated EBITDAR" means Consolidated Net Income plus, to the extent
deducted from revenues in determining Consolidated Net Income, (i) Consolidated
Interest Expense, (ii) expense for taxes paid, (iii) depreciation, (iv)
amortization, (v) consolidated Rentals and (vi) extraordinary losses incurred
other than in the ordinary course of business, minus, to the extent included in
Consolidated Net Income, extraordinary gains realized other than in the ordinary
course of business, all calculated for the Borrower and its Subsidiaries on a
consolidated basis.

"Consolidated Interest Expense" means, with reference to any period, the
interest expense of the Borrower and its Subsidiaries calculated on a
consolidated basis for such period.

"Consolidated Net Income" means, with reference to any period, the net
income (or loss) after taxes of the Borrower and its Subsidiaries calculated on
a consolidated basis for such period.

"Contingent Obligation" of a Person means any agreement, undertaking or
arrangement by which such Person assumes, guarantees, endorses, contingently
agrees to purchase or provide funds for the payment of, or otherwise becomes or
is contingently liable upon, the obligation or liability of any other Person, or
agrees to maintain the net worth or working capital or other financial condition
of any other Person, or otherwise assures any creditor of such other Person
against loss, including, without limitation, any comfort letter, operating
agreement, take-or-pay contract or the obligations of any such Person as general
partner of a partnership with respect to the liabilities of the partnership.

"Continuing Member" means a member of the Board of Directors of the
Borrower who either (a) was a member of the Borrower's Board of Directors on the
date hereof and has been such continuously thereafter or (b) became a member of
such Board of Directors after the date hereof and whose election or nomination
for election was approved by a vote of the majority of the Continuing Members
then members of the Borrower's Board of Directors.

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

"Default" means an event described in Article VII.

"Dividends" means, with respect to any Person dividends on such Person's
equity securities and, without duplication, (i) payments in respect of such
equity securities, including without limitation payments in respect of interest
under such equity securities or in connection with any redemption, purchase,
retirement or defeasance of such equity securities and (ii) in the case of the
Borrower, payments of annual and cumulative dividends on the Series B Preferred
Stock to the Series B Preferred Stock Holders.

"Effective Date" means the date on which all conditions precedent to the
effectiveness of this Agreement have been satisfied.

"Eligible Assignee" means (a) a commercial bank, commercial finance company
or other asset based lender, having total assets in excess of $1,000,000,000,
(b) a "qualified institutional buyer" within the meaning of Rule 144A under the
Securities Act of 1933, (c) any Lender, (d) any Affiliate of any Lender, and (e)
if a Default exists and is continuing, any Person reasonably acceptable to the
Agent.

"Environmental Laws" means any and all Federal, state, local and foreign
statutes, laws, judicial decisions, regulations, ordinances, rules, judgments,
orders, decrees, plans, injunctions, permits, concessions, grants, franchises,
licenses, agreements and other governmental restrictions relating to (i) the
protection of the environment, (ii) the effect of the environment on human
health, (iii) emissions, discharges or releases of pollutants, contaminants,
hazardous substances or wastes into surface water, ground water or land, or (iv)
the manufacture, processing, distribution, use, treatment, storage, disposal,
transport or handling of pollutants, contaminants, hazardous substances or
wastes or the clean-up or other remediation thereof.

"ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time, and any rule or regulation issued thereunder.

"Excess Availability" means the amount, as determined by Congress,
calculated at any time as (a) the lesser of (i) the Borrowing Base under and as
defined in the Congress Credit Agreement and (ii) the Revolving Loan Limit under
and as defined in the Congress Credit Agreement minus (b) the sum of: (i) the
-----
amount of all then outstanding and unpaid Obligations under and as defined in
the Congress Credit Agreement, plus (ii) the aggregate amount of all then
----
outstanding and unpaid trade payables and other obligations of the borrowers
under the Congress Credit Agreement which are more than 60 days past due as of
such time, plus (iii) the amount of checks issued by a borrower under the
----
Congress Credit Agreement to pay trade payables and other obligations which are
more than 60 days past due as of such time, but not yet sent, plus (iv) the book
----
overdraft of the borrowers under the Congress Credit Agreement.

"Excess Cash Flow" means, for any period, the remainder of (a) Consolidated
EBITDAR for such period less (b) the total, without duplication, of (i)
----
regularly scheduled principal payments made on the Loans during such period,
plus (ii) cash payments made in such period with respect to Capital
----
Expenditures, plus (iii) expenses for taxes paid during such period, plus (iv)
---- ----
cash Interest Expense

of the Borrower and its Subsidiaries during such period with respect to the
Loans and loans outstanding under the Congress Credit Agreement plus (v)
----
regularly scheduled payments under Operating Leases.

"Excluded Taxes" means, in the case of each Lender or applicable Lending
Installation and the Agent, taxes imposed on its overall net income, and
franchise taxes imposed on it, by (i) the jurisdiction under the laws of which
such Lender or the Agent is incorporated or organized or (ii) the jurisdiction
in which the Agent's or such Lender's principal executive office or such
Lender's applicable Lending Installation is located.

"Exhibit" refers to an exhibit to this Agreement, unless another document
is specifically referenced.

"Existing Acquisition Credit Agreement" - see the recitals.

"Existing Agreements" - see the recitals.

"Existing Working Capital Credit Agreement" - see the recitals.

"Existing LCs" means the Letters of Credit outstanding under the Existing
Working Capital Credit Agreement.

"Federal Funds Effective Rate" means, for any day, an interest rate per
annum equal to the weighted average of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal
funds brokers on such day, as published for such day (or, if such day is not a
Business Day, for the immediately preceding Business Day) by the Federal Reserve
Bank of New York, or, if such rate is not so published for any day which is a
Business Day, the average of the quotations at approximately 10:00 a.m. (Chicago
time) on such day on such transactions received by the Agent from three Federal
funds brokers of recognized standing selected by the Agent in its sole
discretion.

"Fiscal Quarter" means a fiscal quarter of a Fiscal Year.

"Fiscal Year" means the fiscal year of the Borrower and its Subsidiaries,
which period shall be the 12-month period ending on December 31 of each year.
References to a Fiscal Year with a number corresponding to any calendar year
(e.g., "Fiscal Year 2001") refer to the Fiscal Year ending on December 31 of
such calendar year.

"Foreign Subsidiary" means each Subsidiary of the Borrower that is
organized under the laws of a jurisdiction outside the United States of America.

"GECC Convertible Preferred Stock" means the Series A Convertible Preferred
Stock issued by the Borrower pursuant to the Purchase Agreement dated as of May
13, 1999 between the Borrower and GE Capital Equity Investments, Inc.

"Guarantor" means each Subsidiary of the Borrower which has executed the
Guaranty, and each of their respective successors and permitted assigns.

"Guaranty" means the Guaranty dated as of October 25, 1999 executed by each
Guarantor and various other parties in favor of the Agent, for the ratable
benefit of the Lenders, as it may be amended or modified and in effect from time
to time.

"Indebtedness" of a Person means such Person's (i) obligations for borrowed
money, (ii) obligations representing the deferred purchase price of Property or
services (other than accounts payable arising in the ordinary course of such
Person's business payable on terms customary in the trade), (iii) obligations,
whether or not assumed, secured by Liens or payable out of the proceeds or
production from Property now or hereafter owned or acquired by such Person, (iv)
obligations which are evidenced by notes, acceptances, or other instruments, (v)
obligations of such Person to purchase securities or other Property arising out
of or in connection with the sale of the same or substantially similar
securities or Property, (vi) Capitalized Lease Obligations, (vii) Contingent
Obligations, (viii) Operating Lease Obligations and (ix) any other obligation
for borrowed money or other financial accommodation which in accordance with
Agreement Accounting Principles would be shown as a liability on the
consolidated balance sheet of such Person.

"Intercreditor Agreement" means the Intercreditor Agreement dated as of the
date hereof among Congress Financial Corporation (Southern), the Borrower and
the Agent.

"Investment" of a Person means any loan, advance (other than commission,
travel and similar advances to officers and employees made in the ordinary
course of business), extension of credit (other than accounts receivable arising
in the ordinary course of business on terms customary in the trade) or
contribution of capital by such Person; any stock, bond, mutual fund,
partnership interest, note, debenture or other security owned by such Person;
any deposit account or certificate of deposit owned by such Person; and any
structured note, derivative financial instrument or other similar instrument or
contract owned by such Person.

"Lenders" means the lending institutions listed on the signature pages of
this Agreement and their respective successors and assigns.

"Lending Installation" means, with respect to a Lender, the office, branch,
subsidiary or affiliate of such Lender listed on the signature pages hereof or
on a Schedule or otherwise selected by such Lender pursuant to Section 2.9.

"Letter of Credit" of a Person means a letter of credit or similar
instrument which is issued upon the application of such Person or upon which
such Person is an account party or for which such Person is in any way liable.

"Lien" means any lien (statutory or other), mortgage, pledge,
hypothecation, assignment, deposit arrangement, encumbrance or preference,
priority or other security agreement or preferential arrangement of any kind or
nature whatsoever (including, without limitation, the interest of a vendor or
lessor under any conditional sale, Capitalized Lease or other title retention
agreement).

"Loan" means a Term A Loan or a Term B Loan.

"Loan Documents" means this Agreement, each Note issued pursuant to Section
2.6, the Confirmation, the Guaranty and the Collateral Documents.

"Material Adverse Effect" means a material adverse effect on (i) the
business, Property, condition (financial or otherwise), results of operations,
or prospects of the Borrower and its Subsidiaries taken as a whole, (ii) the
ability of the Borrower to perform its obligations under the Loan Documents to
which it is a party, or (iii) the validity or enforceability of any of the Loan
Documents or the rights or remedies of the Agent or the Lenders thereunder.

"Material Financial Obligation" is defined in Section 7.5.

"Moody's" means ▇▇▇▇▇'▇ Investors Service, Inc.

"Mortgage" means a mortgage, deed of trust, leasehold mortgage or similar
instrument granting the Agent a Lien on real property owned or leased by the
Borrower or any Subsidiary.

"Multiemployer Plan" means a Plan maintained pursuant to a collective
bargaining agreement or any other arrangement to which the Borrower or any
member of the Controlled Group is a party to which more than one employer is
obligated to make contributions.

"Net Cash Proceeds" means:

(a) with respect to any Asset Sale, the aggregate cash proceeds (including
cash proceeds received by way of deferred payment of principal pursuant to a
note, installment receivable or otherwise, but only as and when received)
received by the Borrower or any Subsidiary pursuant to such Asset Sale, net of
(i) the direct costs relating to such Asset Sale (including sales commissions
and legal, accounting and investment banking fees), (ii) taxes paid or
reasonably estimated by the Borrower to be payable as a result thereof (after
taking into account any available tax credits or deductions and any tax sharing
arrangements), and (iii) amounts required to be applied to the repayment of any
Indebtedness secured by a Lien on the asset subject to such Asset Sale (other
than Indebtedness hereunder); and

(b) with respect to any accounts receivable of the Borrower or any
Subsidiary, any amounts paid to the Borrower or such Subsidiary by an insurer
pursuant to a claim filed with respect to all or any portion of such accounts
receivable.

"Non-U.S. Lender" is defined in Section 3.1(iv).

"Note" means any promissory note issued at the request of a Lender pursuant
to Section 2.6 in the form of Exhibit D.

"Notice of Assignment" is defined in Section 12.3.2.

"Obligations" means all unpaid principal of and accrued and unpaid interest
on the Loans, all accrued and unpaid fees and all expenses, reimbursements,
indemnities and other obligations of the Borrower to any Lender, the Agent or
any indemnified party arising under the Loan Documents.

"Off-Balance Sheet Liability" of a Person means (i) any repurchase
obligation or liability of such Person with respect to accounts or notes
receivable sold by such Person, (ii) any liability under any sale and leaseback
transaction which is not a Capitalized Lease, (iii) any liability under any so-
called "synthetic lease" transaction entered into by such Person, or (iv) any
obligation arising with respect to any other transaction which is the functional
equivalent of or takes the place of borrowing but which does not constitute a
liability on the balance sheets of such Person (excluding Operating Leases).

"Operating Lease" of a Person means any lease of Property (other than a
Capitalized Lease) by such Person as lessee which has an original term
(including any required renewals and any renewals effective at the option of the
lessor) of one year or more.

"Operating Lease Obligations" means, as at any date of determination, the
amounts for such operating lease obligations set forth in the most current Form
10-K filed by the Borrower with the Securities and Exchange Commission,
discounted in the case of each Operating Lease by applying a discount rate
(which shall be 10%) from the date on which each fixed lease payment is due
under such Operating Lease to the date of filing of such Form 10-K, adjusted for
any Operating Leases entered into after the date of filing of such Form 10-K.

"Other Taxes" is defined in Section 3.1(ii).

"Participants" is defined in Section 12.2.1.

"Payment Date" means the last day of each calendar month.

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

"Person" means any natural person, corporation, firm, joint venture,
partnership, limited liability company, association, enterprise, trust or other
entity or organization, or any government or political subdivision or any
agency, department or instrumentality thereof.

"Plan" means an employee pension benefit plan which is covered by Title IV
of ERISA or subject to the minimum funding standards under Section 412 of the
Code as to which the Borrower or any member of the Controlled Group may have any
liability.

"Pledge and Security Agreement" means the Pledge and Security Agreement
dated as of October 25, 1999 executed by the Borrower, the Guarantors and
various other parties in favor of the Agent, for the ratable benefit of the
Lenders, as it may be amended or modified and in effect from time to time.

"Property" of a Person means any and all property, whether real, personal,
tangible, intangible, or mixed, of such Person, or other assets owned, leased or
operated by such Person.

"Pro Rata Share" means, with respect to a Lender, a portion equal to a
fraction the numerator of which is the outstanding principal amount of such
Lender's Loans and the denominator of which is the outstanding principal amount
of all Loans.

"Purchasers" is defined in Section 12.3.1.

"Rate Management Obligations" of a Person means any and all obligations of
such Person, whether absolute or contingent and howsoever and whensoever
created, arising, evidenced or acquired (including all renewals, extensions and
modifications thereof and substitutions therefor), under (i) any and all Rate
Management Transactions, and (ii) any and all cancellations, buy backs,
reversals, terminations or assignments of any Rate Management Transactions.

"Rate Management Transaction" means any transaction (including an agreement
with respect thereto) now existing or hereafter entered into between the
Borrower and any Lender or Affiliate thereof which is a rate swap, basis swap,
forward rate transaction, commodity swap, commodity option, equity or equity
index swap, equity or equity index option, bond option, interest rate option,
foreign exchange transaction, cap transaction, floor transaction, collar
transaction, forward transaction, currency swap transaction, cross-currency rate
swap transaction, currency option or any other similar transaction (including
any option with respect to any of these transactions) or any combination
thereof, whether linked to one or more interest rates, foreign currencies,
commodity prices, equity prices or other financial measures.

"Regulation U" means Regulation U of the Board of Governors of the Federal
Reserve System as from time to time in effect and any successor or other
regulation or official interpretation of said Board of Governors relating to the
extension of credit by banks for the purpose of purchasing or carrying margin
stocks applicable to member banks of the Federal Reserve System.

"Rentals" of a Person means the aggregate fixed amounts payable by such
Person under any Operating Lease.

"Reportable Event" means a reportable event as defined in Section 4043 of
ERISA and the regulations issued under such section, with respect to a Plan,
excluding, however, such events as to which the PBGC has by regulation waived
the requirement of Section 4043(a) of ERISA that it be notified within 30 days
of the occurrence of such event; provided that a failure to meet the minimum
--------
funding standard of Section 412 of the Code and of Section 302 of ERISA shall be
a Reportable Event regardless of the issuance of any such waiver of the notice
requirement in accordance with either Section 4043(a) of ERISA or Section 412(d)
of the Code.

"Required Lenders" means, at any time, Lenders having in the aggregate at
least 66 2/3% of the outstanding principal amount of the Loans at such time.

"Schedule" refers to a specific schedule to this Agreement, unless another
document is specifically referenced.

"Section" means a numbered section of this Agreement, unless another
document is specifically referenced.

"Series B Preferred Stock" means the Series B convertible preferred stock,
no par value per share, of the Borrower issued pursuant to the Certificate of
Designation dated April 10, 2001.

"Series B Preferred Stock Holders" means the persons listed on Schedule 3.

"Single Employer Plan" means a Plan maintained by the Borrower or any
member of the Controlled Group for employees of the Borrower or any member of
the Controlled Group.

"Subsidiary" of a Person means (i) any corporation more than 50% of the
outstanding securities having ordinary voting power of which shall at the time
be owned or controlled, directly or indirectly, by such Person or by one or more
of its Subsidiaries or by such Person and one or more of its Subsidiaries, or
(ii) any partnership, limited liability company, association, joint venture or
similar business organization more than 50% of the ownership interests having
ordinary voting power of which shall at the time be so owned or controlled.
Unless otherwise expressly provided, all references herein to a "Subsidiary"
shall mean a Subsidiary of the Borrower.

"Substantial Portion" means, with respect to the Property of the Borrower
and its Subsidiaries, Property which (i) represents more than 10% of the
consolidated assets of the Borrower and its Subsidiaries as would be shown in
the consolidated financial statements of the Borrower and its Subsidiaries as at
the beginning of the 12-month period ending with the month in which such
determination is made, or (ii) is responsible for more than 10% of the
consolidated net sales or of the consolidated net income of the Borrower and its
Subsidiaries as reflected in the financial statements referred to in clause (i)
above.

"Taxes" means any and all present or future taxes, duties, levies, imposts,
deductions, charges or withholdings, and any and all liabilities with respect to
the foregoing, excluding Excluded Taxes.

"Term A Commitment" means, as to any Lender, the amount set forth opposite
such Lender's name on Schedule 2.1 under the heading "Term A Commitment."

"Term A Loan" - see Section 2.1.

"Term B Commitment" means, as to any Lender, the amount set forth opposite
such Lender's name on Schedule 2.1 under the heading "Term B Commitment."

"Term B Loan" - see Section 2.1.

"Transferee" is defined in Section 12.4.

"Unfunded Liabilities" means the amount (if any) by which the present value
of all vested and unvested accrued benefits under all Single Employer Plans
exceeds the fair market value of all such Plan assets allocable to such
benefits, all determined as of the then most recent valuation date for such
Plans using PBGC actuarial assumptions for single employer plan terminations.

"Unmatured Default" means an event which but for the lapse of time or the
giving of notice, or both, would constitute a Default.

"Warrant Agreement" means the Warrant Agreement dated as of the date hereof
among the Borrower and the Lenders.

"Warrants" means the Warrants issued to the Lenders on the Effective Date
under the Warrant Agreement to purchase capital stock of the Borrower.

"Wholly-Owned Subsidiary" of a Person means (i) any Subsidiary all of the
outstanding voting securities of which shall at the time be owned or controlled,
directly or indirectly, by such Person or one or more Wholly-Owned Subsidiaries
of such Person, or by such Person and one or more Wholly-Owned Subsidiaries of
such Person, or (ii) any partnership, limited liability company, association,
joint venture or similar business organization 100% of the ownership interests
having ordinary voting power of which shall at the time be so owned or
controlled.

The foregoing definitions shall be equally applicable to both the singular and
plural forms of the defined terms. For purposes of calculating Consolidated
EBITDAR, Consolidated Rentals, Consolidated Net Income, Consolidated Interest
Expense and expense for taxes paid or accrued for any period, any Person
heretofore or hereafter acquired by the Borrower or any Subsidiary during such
period shall be deemed to have been acquired on the first day of such period,
with pro forma adjustments limited to salaries, taxes and extraordinary charges
(as defined by generally accepted

accounting principles) and other items approved by the Agent in its reasonable
discretion of such acquired Person relating to any prior period.

ARTICLE II

THE LOANS
---------

2.1. Making of Loans. Each Lender severally agrees, on the terms and
---------------
conditions set forth in this Agreement, that on the Effective Date its
outstanding loans under the Existing Agreements and all accrued and unpaid
interest thereon shall (to the extent not paid on such date) be converted into
two term loans, one (for each Lender, its "Term A Loan") in the amount of such
Lender's Term A Commitment and the other (for each Lender, its "Term B Loan") in
the amount of such Lender's Term B Commitment.

2.2. Required Payments.
-----------------

(a) (i) The Term A Loans shall be repaid in installments on the dates,
and in the amounts, set forth on Schedule 2.2.

(ii) The Term B Loans shall be repaid in full by the Borrower on
September 30, 2005.

(b) If the average Excess Availability exceeds $12,000,000 for any
Fiscal Quarter, beginning with the Fiscal Quarter ending December 31, 2001, the
Loans shall be prepaid, concurrently with the delivery of the compliance
certificate as of the end of such Fiscal Quarter pursuant to Section 6.1(ii), by
an amount equal to the lesser of (i) the Excess Availability for such Fiscal
Quarter minus $12,000,000 or (ii) the Specified Portion of Excess Cash Flow for
such Fiscal Quarter (but not less than zero). As used herein, "Specified
Portion" means (i) 50% for each Fiscal Quarter ending on March 31 and December
31 and (ii) 25% for each Fiscal Quarter ending June 30 and September 30.

(c) Concurrently with the delivery of the Borrower's audited financial
statements as of the end of any Fiscal Year pursuant to Section 6.1(i),
beginning with the Fiscal Year ending December 31, 2002, the Loans shall be
prepaid by an amount equal to the result of (i) 50% of Excess Cash Flow for such
Fiscal Year minus (ii) the aggregate amount of payments previously or
concurrently made pursuant to clause (b) above with respect to Excess Cash Flow
for the Fiscal Quarters of such Fiscal Year (for any Fiscal Year, the "Prior ECF
Payments"). If such result is negative, the Borrower may deduct such amount
(but not more than the Prior ECF Payments) from subsequent mandatory prepayments
required to be made pursuant to clause (b) above or clause (d) below.

(d) Concurrently with the receipt by the Borrower or any Subsidiary of
any Net Cash Proceeds, the Loans shall be prepaid by an amount equal to 100% of
all such Net Cash Proceeds

received since the Effective Date minus the aggregate amount previously applied
to prepay the Loans pursuant to this clause (d).

(e) Each prepayment of Loans shall be applied first, to unpaid fees and
-----
expenses of the Agent and the Lenders, second, to unpaid interest with respect
------
to the Loans, third, to outstanding principal with respect to the Term B Loans
-----
until the Term B Loans have been paid in full, and finally, to outstanding
-------
principal with respect to the Term A Loans until the Term A Loans have been paid
in full. Each repayment of interest and principal shall be applied to the
applicable Loans of the Lenders according to their Pro Rata Shares.

(f) No principal amount of a Loan which is repaid may be reborrowed.

2.3. Optional Principal Prepayments. The Borrower may from time to time
------------------------------
prepay, without penalty or premium, all outstanding Loans or, in a minimum
aggregate amount of $10,000 or any higher integral multiple of $10,000, any
portion of the outstanding Loans upon two Business Days' prior notice to the
Agent. All prepayments shall be applied to the Loans of the Lenders according
to their Pro Rata Shares.

2.4. Interest Rate; Rate Applicable After Default. Each Loan shall bear
--------------------------------------------
interest on the outstanding principal amount thereof, for each day from and
including the date hereof to but excluding the date it is paid, at 10.5% per
annum. During the continuance of a Default the Required Lenders may, at their
option, by written notice to the Borrower (which notice may be revoked at the
option of the Required Lenders notwithstanding any provision of Section 8.2
requiring unanimous consent of the Lenders to changes in interest rates),
declare that each Loan shall bear interest at 12.5% per annum.

2.5. Method of Payment. All payments of the Obligations shall be made,
-----------------
without setoff, deduction, or counterclaim, in immediately available funds to
the Agent at the Agent's address specified pursuant to Article XIII, or at any
other Lending Installation of the Agent specified in writing by the Agent to the
Borrower, by noon (local time) on the date when due and shall be applied by the
Agent among the Lenders in accordance with their respective shares thereof.
Each payment delivered to the Agent for the account of any Lender shall be
delivered promptly by the Agent to such Lender in the same type of funds that
the Agent received at its address specified pursuant to Article XIII or at any
Lending Installation specified in a notice received by the Agent from such
Lender. The Agent is hereby authorized to charge any account of the Borrower
maintained with Bank One for each payment of principal, interest or fees as it
becomes due hereunder.

2.6. Noteless Agreement; Evidence of Indebtedness. (i) Each Lender shall
--------------------------------------------
maintain in accordance with its usual practice an account or accounts evidencing
the indebtedness of the Borrower to such Lender resulting from each Loan made by
such Lender, including the amounts of principal and interest payable and paid to
such Lender from time to time hereunder.

(ii) The Agent shall also maintain accounts in which it will record (a)
the amount of each Loan made hereunder, (b) the amount of any principal or
interest due and payable or to become due and payable from the Borrower to each
Lender hereunder and (c) the amount of any sum received by the Agent hereunder
from the Borrower and each Lender's share thereof.

(iii) The entries maintained in the accounts maintained pursuant to
paragraphs (i) and (ii) above shall be prima facie evidence of the existence and
amounts of the Obligations therein recorded; provided that the failure of the
--------
Agent or any Lender to maintain such accounts or any error therein shall not in
any manner affect the obligation of the Borrower to repay the Obligations in
accordance with their terms.

(iv) Any Lender may request that its Loans be evidenced by a Note. In
such event, the Borrower shall prepare, execute and deliver to such Lender a
Note payable to the order of such Lender. Thereafter, the Loans evidenced by
such Note and interest thereon shall at all times (including after any
assignment pursuant to Section 12.3) be represented by one or more Notes payable
to the order of the payee named therein or any assignee pursuant to Section
12.3, except to the extent that any such Lender or assignee subsequently returns
any such Note for cancellation and requests that such Loans once again be
evidenced as described in paragraphs (i) and (ii) above.

2.7. Interest Payment Dates; Interest and Fee Basis. Interest accrued on
----------------------------------------------
each Loan shall be payable on each Payment Date, on any date on which such Loan
is prepaid, whether due to acceleration or otherwise, and at maturity. Interest
shall be calculated for actual days elapsed on the basis of a year of 365 or, if
applicable, 366 days. If any payment of principal of or interest on a Loan
shall become due on a day which is not a Business Day, such payment shall be
made on the next succeeding Business Day and, in the case of a principal
payment, such extension of time shall be included in computing interest in
connection with such payment.

2.8. Notification of Prepayments. Promptly after receipt thereof, the
---------------------------
Agent will notify each Lender of the contents of each prepayment notice received
by it hereunder.

2.9. Lending Installations. Each Lender may book its Loans at any Lending
---------------------
Installation selected by such Lender, and may change its Lending Installation
from time to time. All terms of this Agreement shall apply to any such Lending
Installation and the Loans and any applicable Note issued hereunder shall be
deemed held by each Lender for the benefit of any such Lending Installation.
Each Lender may, by written notice to the Agent and the Borrower in accordance
with Article XIII, designate replacement or additional Lending Installations for
whose account Loan payments are to be made.

2.10. Non-Receipt of Funds by the Agent. Unless the Borrower notifies the
---------------------------------
Agent, prior to the date on which it is scheduled to make payment to the Agent
of a payment of principal, interest or fees to the Agent for the account of the
Lenders, that it does not intend to make such payment, the Agent may assume that
such payment has been made. The Agent may, but shall not be obligated to, make
the amount of such payment available to the Lenders in reliance upon such
assumption.

If the Borrower does not in fact make such payment to the Agent, each Lender
shall, on demand by the Agent, repay to the Agent the amount so made available
together with interest thereon in respect of each day during the period
commencing on the date such amount was so made available by the Agent until the
date the Agent recovers such amount at a rate per annum equal to the Federal
Funds Effective Rate for the first three days and, thereafter, the greater of
the Federal Funds Effective Rate and the interest rate applicable to the Loans.
Nothing in this Section 2.10 shall relieve the Borrower of its obligation to
make any payment hereunder.

ARTICLE III

TAXES
-----

3.1. Taxes. (i) All payments by the Borrower to or for the account of
-----
any Lender or the Agent hereunder or under any Note shall be made free and clear
of and without deduction for any and all Taxes. If the Borrower shall be
required by law to deduct any Taxes from or in respect of any sum payable
hereunder to any Lender or the Agent, (a) the sum payable shall be increased as
necessary so that after making all required deductions (including deductions
applicable to additional sums payable under this Section 3.1) such Lender or the
Agent (as the case may be) receives an amount equal to the sum it would have
received had no such deductions been made, (b) the Borrower shall make such
deductions, (c) the Borrower shall pay the full amount deducted to the relevant
authority in accordance with applicable law and (d) the Borrower shall furnish
to the Agent the original copy of a receipt evidencing payment thereof within 30
days after such payment is made.

(ii) In addition, the Borrower hereby agrees to pay any present or future
stamp or documentary taxes and any other excise or property taxes, charges or
similar levies which arise from any payment made hereunder or under any Note or
from the execution or delivery of, or otherwise with respect to, this Agreement
or any Note ("Other Taxes").

(iii) The Borrower hereby agrees to indemnify the Agent and each Lender
for the full amount of Taxes or Other Taxes (including, without limitation, any
Taxes or Other Taxes imposed on amounts payable under this Section 3.1) paid by
the Agent or such Lender and any liability (including penalties, interest and
expenses) arising therefrom or with respect thereto. Payments due under this
indemnification shall be made within 30 days of the date the Agent or such
Lender makes written demand therefor pursuant to Section 3.2.

(iv) Each Lender that is not incorporated under the laws of the United
States of America or a state thereof (each a "Non-U.S. Lender") agrees that it
will, not less than ten Business Days after the date hereof, (i) deliver to each
of the Borrower and the Agent two duly completed copies of United States
Internal Revenue Service Form W-8BEN or W-8ECI, certifying in either case that
such Lender is entitled to receive payments under this Agreement without
deduction or withholding of any United States Federal income taxes, and (ii)
deliver to each of the Borrower and the Agent a United States Internal Revenue
Form W-9 and certify that it is entitled to an exemption from United States
backup withholding tax. Each Non-U.S. Lender further undertakes to deliver to
each of the

Borrower and the Agent (x) renewals or additional copies of such form (or any
successor form) on or before the date that such form expires or becomes
obsolete, and (y) after the occurrence of any event requiring a change in the
most recent forms so delivered by it, such additional forms or amendments
thereto as may be reasonably requested by the Borrower or the Agent. All forms
or amendments described in the preceding sentence shall certify that such Lender
is entitled to receive payments under this Agreement without deduction or
withholding of any United States Federal income taxes, unless an event
(including without limitation any change in treaty, law or regulation) has
occurred prior to the date on which any such delivery would otherwise be
required which renders all such forms inapplicable or which would prevent such
Lender from duly completing and delivering any such form or amendment with
respect to it and such Lender advises the Borrower and the Agent that it is not
capable of receiving payments without any deduction or withholding of United
States Federal income tax.

(v) For any period during which a Non-U.S. Lender has failed to provide
the Borrower with an appropriate form pursuant to clause (iv), above (unless
such failure is due to a change in treaty, law or regulation, or any change in
the interpretation or administration thereof by any governmental authority,
occurring subsequent to the date on which a form originally was required to be
provided), such Non-U.S. Lender shall not be entitled to indemnification under
this Section 3.1 with respect to Taxes imposed by the United States; provided
--------
that, should a Non-U.S. Lender which is otherwise exempt from or subject to a
reduced rate of withholding tax become subject to Taxes because of its failure
to deliver a form required under clause (iv), above, the Borrower shall take
such steps as such Non-U.S. Lender shall reasonably request to assist such Non-
U.S. Lender to recover such Taxes.

(vi) Any Lender that is entitled to an exemption from or reduction of
withholding tax with respect to payments under this Agreement or any Note
pursuant to the law of any relevant jurisdiction or any treaty shall deliver to
the Borrower (with a copy to the Agent), at the time or times prescribed by
applicable law, such properly completed and executed documentation prescribed by
applicable law as will permit such payments to be made without withholding or at
a reduced rate.

(vii) If the U.S. Internal Revenue Service or any other governmental
authority of the United States or any other country or any political subdivision
thereof asserts a claim that the Agent did not properly withhold tax from
amounts paid to or for the account of any Lender (because the appropriate form
was not delivered or properly completed, because such Lender failed to notify
the Agent of a change in circumstances which rendered its exemption from
withholding ineffective, or for any other reason), such Lender shall indemnify
the Agent fully for all amounts paid, directly or indirectly, by the Agent as
tax, withholding therefor, or otherwise, including penalties and interest, and
including taxes imposed by any jurisdiction on amounts payable to the Agent
under this subsection, together with all costs and expenses related thereto
(including attorneys' fees and time charges of attorneys for the Agent, which
attorneys may be employees of the Agent). The obligations of the Lenders under
this Section 3.1(vii) shall survive the payment of the Obligations and
termination of this Agreement.

3.2. Lender Statements; Survival of Indemnity. Each Lender shall deliver
----------------------------------------
a written statement of such Lender to the Borrower (with a copy to the Agent) as
to the amount due, if any, under Section 3.1. Such written statement shall set
forth in reasonable detail the calculations upon which such Lender determined
such amount and shall be final, conclusive and binding on the Borrower in the
absence of manifest error. Unless otherwise provided herein, the amount
specified in the written statement of any Lender shall be payable on demand
after receipt by the Borrower of such written statement. The obligations of the
Borrower under Section 3.1 shall survive payment of the Obligations and
termination of this Agreement.

ARTICLE IV

CONDITIONS PRECEDENT
--------------------

This Agreement shall not become effective until all of the following
conditions precedent have been satisfied:

4.1. Documents. The Borrower shall have furnished to the Agent with
---------
sufficient copies for the Lenders:

(i) Copies of the articles or certificate of incorporation of the
Borrower and each Guarantor, together with all amendments, and a certificate of
good standing, each certified by the appropriate governmental officer in its
jurisdiction of incorporation.

(ii) Copies, certified by the Secretary or Assistant Secretary of the
Borrower and each Guarantor, of its bylaws and of its Board of Directors'
resolutions and of resolutions or actions of any other body authorizing the
execution of the Loan Documents to which the Borrower or such Guarantor is a
party.

(iii) An incumbency certificate, executed by the Secretary or Assistant
Secretary of the Borrower and each Guarantor, which shall identify by name and
title and bear the signatures of the Authorized Officers and any other officers
of the Borrower or such Guarantor authorized to sign the Loan Documents to which
the Borrower or such Guarantor is a party, upon which certificate the Agent and
the Lenders shall be entitled to rely until informed of any change in writing by
the Borrower or such Guarantor.

(iv) A certificate, signed by the chief financial officer of the
Borrower, stating that on the Effective Date no Default or Unmatured Default
(other than any default under the Existing Agreements which will be inapplicable
on and after the Effective Date) has occurred and is continuing.

(v) A written opinion of the Borrower's counsel, in substantially the
form of Exhibit A.

(vi) Any Note requested by a Lender pursuant to Section 2.6 payable to
the order of such requesting Lender.

(vii) The Confirmation executed by the Borrower and each Guarantor.

(viii) An Option Agreement executed by the Borrower and each Lender.

(ix) A Warrant for each Lender representing the right to purchase shares
of the Borrower's capital stock.

(x) A certified copy of the Congress Credit Agreement executed by the
parties thereto, and evidence that the proceeds of loans thereunder have been
used to repay not less than $26,500,000 of loans outstanding under the Existing
Working Capital Credit Agreement.

(xi) Evidence that the Borrower has issued Series B Preferred Stock to
the Series B Preferred Stock Holders for a cash purchase price of not less than
$7,000,000.

(xii) The Intercreditor Agreement executed by Congress Financial
Corporation (Southern).

(xiii) Copies of (A) the 1998 and 1999 Federal income tax returns
(including amended returns) of the Borrower and its Subsidiaries, (B) a copy of
the borrowing base certificate delivered to Congress on the date hereof and (C)
a report setting forth the information in Section 6.1(xii) for March 2001.

(xiv) A certificate, signed by the chief financial officer of the
Borrower, stating that, as of the Effective Date, the Borrower and its
Subsidiaries have filed all documents and instruments necessary to submit all
possible claims under their respective credit insurance policies, together with
all documents necessary to perfect the Agent's security interest in such claims
and to cause all payments in respect of such claims to be made directly to the
Agent for application in accordance with Section 2.2.

(xv) Copies of restructuring agreements with each of the lessors listed
in Item 7 of Schedule 5.12 (other than those lessors approved by the
Administrative Agent), along with a certification from the chief financial
officer of the Borrower that each lessor will restructure the scheduled lease
payments under such lessor's lease agreements with the Borrower so that such
scheduled lease payments are substantially as set forth on Schedule 4.

(xvi) Such other documents as any Lender or its counsel may have
reasonably requested.

(xvii) The Borrower shall have paid all outstanding invoices of ▇▇▇▇▇,
▇▇▇▇▇ & ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ ABL Services, Inc., Dovebid ▇▇▇▇▇▇ ▇▇▇▇ & Associates
and ▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇.

4.2. Existing LCs. The Borrower shall have (a) replaced all Existing LCs
------------
or (b) deposited cash collateral in the face amount of the Existing LCs in an
account maintained with the Agent.

ARTICLE V

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

The Borrower represents and warrants to the Lenders that:

5.1. Existence and Standing. The Borrower is a corporation, and each of
----------------------
its Subsidiaries is a corporation, partnership or limited liability company, in
each case duly and properly incorporated or organized, as the case may be,
validly existing and (to the extent such concept applies to such entity) in good
standing under the laws of its jurisdiction of incorporation or organization and
has all requisite authority to conduct its business in each jurisdiction in
which its business is conducted.

5.2. Authorization and Validity. The Borrower and each Guarantor has the
--------------------------
power and authority and legal right to execute and deliver the Loan Documents to
which it is a party and to perform its obligations thereunder. The execution
and delivery by the Borrower and each Guarantor of the Loan Documents to which
it is a party and the performance of its obligations thereunder have been duly
authorized by proper corporate proceedings, and the Loan Documents to which the
Borrower and such Guarantor is a party constitute legal, valid and binding
obligations of the Borrower or such Guarantor, as the case may be, enforceable
against the Borrower or such Guarantor, as the case may be, in accordance with
their terms, except as enforceability may be limited by bankruptcy, insolvency
or similar laws affecting the enforcement of creditors' rights generally.

5.3. No Conflict; Government Consent. Neither the execution and delivery
-------------------------------
by the Borrower or any Guarantor of the Loan Documents to which it is a party,
nor the consummation of the transactions therein contemplated, nor compliance
with the provisions thereof will violate (i) any law, rule, regulation, order,
writ, judgment, injunction, decree or award binding on the Borrower or any of
its Subsidiaries, (ii) the Borrower's or any Subsidiary's articles or
certificate of incorporation, partnership agreement, certificate of partnership,
articles or certificate of organization, bylaws, or operating or other
management agreement, as the case may be, or (iii) the provisions of any
indenture, instrument or agreement to which the Borrower or any of its
Subsidiaries is a party or is subject, or by which it, or its Property, is
bound, or conflict with or constitute a default thereunder, or result in, or
require, the creation or imposition of any Lien in, of or on the Property of the
Borrower or a Subsidiary pursuant to the terms of any such indenture, instrument
or agreement. No order, consent, adjudication, approval, license,
authorization, or validation of, or filing, recording or registration with, or
exemption by, or other action in respect of any governmental or public body or
authority, or any subdivision thereof, which has not been obtained by the
Borrower or any of its Subsidiaries, is required to be obtained by the Borrower
or any of its Subsidiaries in connection with the execution and delivery of the
Loan Documents, the payment and performance by the Borrower

of the Obligations or the legality, validity, binding effect or enforceability
of any of the Loan Documents.

5.4. Financial Statements. The June 30, 2000 consolidated financial
--------------------
statements of the Borrower and its Subsidiaries heretofore delivered to the
Lenders were prepared in accordance with generally accepted accounting
principles in effect on the date such statements were prepared and fairly
present the consolidated financial condition and operations of the Borrower and
its Subsidiaries at such date and the consolidated results of their operations
for the period then ended.

5.5. Material Adverse Change. Since the Effective Date, there has been no
-----------------------
change in the business, Property, prospects, condition (financial or otherwise)
or results of operations of the Borrower and its Subsidiaries which has had or
could reasonably be expected to have a Material Adverse Effect.

5.6. Taxes. The Borrower and its Subsidiaries have filed all United
-----
States Federal income tax returns and all other tax returns which are required
to be filed and have paid all taxes due pursuant to said returns or pursuant to
any assessment received by the Borrower or any of its Subsidiaries, except such
taxes, if any, as are being contested in good faith and as to which adequate
reserves have been provided in accordance with Agreement Accounting Principles
and as to which no Lien exists. The United States Federal income tax returns of
the Borrower and its Subsidiaries have been filed with the Internal Revenue
Service through the Fiscal Year ended December 31, 1999. No tax liens have been
filed and no claims are being asserted with respect to any such taxes. The
charges, accruals and reserves on the books of the Borrower and its Subsidiaries
in respect of any taxes or other governmental charges are adequate.

5.7. Litigation and Contingent Obligations. Except as set forth on
-------------------------------------
Schedule 5.7, there is no litigation, arbitration, governmental investigation,
proceeding or inquiry pending or, to the knowledge of any of their officers,
threatened against or affecting the Borrower or any of its Subsidiaries which
could reasonably be expected to have a Material Adverse Effect or which seeks
to prevent, enjoin or delay the making of any Loan. Other than any liability
incident to any litigation, arbitration or proceeding which could not reasonably
be expected to have a Material Adverse Effect, the Borrower has no material
contingent obligations not provided for or disclosed in the financial statements
referred to in Section 5.4.

5.8. Subsidiaries. Schedule 1 contains an accurate list of all
------------
Subsidiaries of the Borrower as of the date hereof, setting forth their
respective jurisdictions of organization and the percentage of their respective
capital stock or other ownership interests owned by the Borrower or other
Subsidiaries. All of the issued and outstanding shares of capital stock or
other ownership interests of such Subsidiaries have been (to the extent such
concepts are relevant with respect to such ownership interests) duly authorized
and issued and are fully paid and nonassessable.

5.9. ERISA. There are no Unfunded Liabilities of any Single Employer
-----
Plan. Neither the Borrower nor any other member of the Controlled Group has
incurred, or is reasonably expected to

incur, any withdrawal liability to Multiemployer Plans. Each Plan complies in
all material respects with all applicable requirements of law and regulations,
no Reportable Event has occurred with respect to any Plan, neither the Borrower
nor any other member of the Controlled Group has withdrawn from any Plan or
initiated steps to do so, and no steps have been taken to reorganize or
terminate any Plan.

5.10. Accuracy of Information. No information, exhibit or report
-----------------------
furnished by the Borrower or any of its Subsidiaries to the Agent or to any
Lender in connection with the negotiation of, or compliance with, the Loan
Documents contained any material misstatement of fact or omitted to state a
material fact or any fact necessary to make the statements contained therein,
taken as a whole, not misleading.

5.11. Regulation U. Margin stock (as defined in Regulation U) constitutes
------------
less than 25% of the value of those assets of the Borrower and its Subsidiaries
which are subject to any limitation on sale or pledge or any other restriction
hereunder.

5.12. Material Agreements. Except as set forth on Schedule 5.12, neither
-------------------
the Borrower nor any Subsidiary is (a) a party to any agreement or instrument or
(b) subject to any charter or other corporate restriction which could reasonably
be expected to have a Material Adverse Effect. Neither the Borrower nor any
Subsidiary is in default in the performance, observance or fulfillment of any of
the obligations, covenants or conditions contained in (i) any agreement to which
it is a party, which default could reasonably be expected to have a Material
Adverse Effect or (ii) any agreement or instrument evidencing or governing
Indebtedness.

5.13. Compliance With Laws. The Borrower and its Subsidiaries have
--------------------
complied with all applicable statutes, rules, regulations, orders and
restrictions of any domestic or foreign government or any instrumentality or
agency thereof having jurisdiction over the conduct of their respective
businesses or the ownership of their respective Property except for any failure
to comply with any of the foregoing which could not reasonably be expected to
have a Material Adverse Effect.

5.14. Ownership of Properties. Except as set forth on Schedule 2, on the
-----------------------
date hereof, the Borrower and its Subsidiaries will have good title, free of all
Liens other than those permitted by Section 6.14, to all of the Property and
assets reflected in the Borrower's most recent consolidated financial statements
provided to the Agent as owned by the Borrower and its Subsidiaries.

5.15. Plan Assets; Prohibited Transactions. The Borrower is not an entity
------------------------------------
deemed to hold "plan assets" within the meaning of 29 C.F.R. (S) 2510.3-101 of
an employee benefit plan (as defined in Section 3(3) of ERISA) which is subject
to Title I of ERISA or any plan (within the meaning of Section 4975 of the
Code), and neither the execution of this Agreement nor the making of the Loans
hereunder gives rise to a prohibited transaction within the meaning of Section
406 of ERISA or Section 4975 of the Code.

5.16. Environmental Matters. In the ordinary course of its business, the
---------------------
officers of the Borrower consider the effect of Environmental Laws on the
business of the Borrower and its Subsidiaries, in the course of which they
identify and evaluate potential risks and liabilities accruing to the Borrower
due to Environmental Laws. On the basis of this consideration, the Borrower has
concluded that Environmental Laws cannot reasonably be expected to have a
Material Adverse Effect. Neither the Borrower nor any Subsidiary has received
any notice to the effect that its operations are not in material compliance with
any of the requirements of applicable Environmental Laws or are the subject of
any Federal or state investigation evaluating whether any remedial action is
needed to respond to a release of any toxic or hazardous waste or substance into
the environment, which noncompliance or remedial action could reasonably be
expected to have a Material Adverse Effect.

5.17. Investment Company Act. Neither the Borrower nor any Subsidiary is
----------------------
an "investment company" or a company "controlled" by an "investment company",
within the meaning of the Investment Company Act of 1940, as amended.

5.18. Public Utility Holding Company Act. Neither the Borrower nor any
----------------------------------
Subsidiary is a "holding company" or a "subsidiary company" of a "holding
company", or an "affiliate" of a "holding company" or of a "subsidiary company"
of a "holding company", within the meaning of the Public Utility Holding Company
Act of 1935, as amended.

5.19. Post-Retirement Benefits. There are no post-retirement medical and
------------------------
insurance benefits payable by the Borrower and its Subsidiaries to its employees
and former employees.

ARTICLE VI

COVENANTS
---------

So long as any Obligations are outstanding, unless the Required Lenders
shall otherwise consent in writing:

6.1. Financial Reporting. The Borrower will maintain, for itself and
-------------------
each Subsidiary, a system of accounting established and administered in
accordance with generally accepted accounting principles, and furnish to the
Lenders:

(i) Within 180 days after the close of each Fiscal Year, an unqualified
audit report certified by independent certified public accountants acceptable to
the Lenders, prepared on a consolidated basis in accordance with Agreement
Accounting Principles, including balance sheets as of the end of such period,
related profit and loss and reconciliation of surplus statements, and a
statement of cash flows for itself and its Subsidiaries, accompanied by (a) any
management letter prepared by said accountants, (b) a certificate of said
accountants that, in the course of their examination necessary for their
certification of the foregoing, they have obtained no knowledge of

any Default or Unmatured Default in respect of Section 6.10(iii) or 6.23, or if,
in the opinion of such accountants, any such Default or Unmatured Default shall
exist, stating the nature and status thereof and (c) profit and loss statements
on a consolidating basis for itself and its Subsidiaries, certified by its chief
financial officer.

(ii) Within 45 days after the close of the first three Fiscal Quarters of
each of its Fiscal Years, for itself and its Subsidiaries, consolidated
unaudited balance sheets as at the close of each such period and consolidated
and consolidating profit and loss and reconciliation of surplus statements and a
statement of cash flows for the period from the beginning of such Fiscal Year to
the end of such Fiscal Quarter, all certified by its chief financial officer,
along with a calculation of Excess Availability and Excess Cash Flow.

(iii) Together with the financial statements required under Sections
6.1(i) and (ii), (A) a compliance certificate in substantially the form of
Exhibit B signed by its chief financial officer showing the calculations
necessary to determine compliance with this Agreement and stating that no
Default or Unmatured Default exists, or if any Default or Unmatured Default
exists, stating the nature and status thereof and (B) a receivables monitoring
report in form and substance acceptable to the Required Lenders covering the
accounts receivable and inventory owned by the Borrower and its Subsidiaries;
provided that the Borrower shall not be required to reimburse the Administrative
--------
Agent for more than $15,000 of the cost of any such report per Fiscal Quarter.

(iv) Within 270 days after the close of each Fiscal Year, a statement of
the Unfunded Liabilities of each Single Employer Plan, certified as correct by
an actuary enrolled under ERISA.

(v) As soon as possible and in any event within 10 days after the
Borrower knows that any Reportable Event has occurred with respect to any Plan,
a statement, signed by the chief financial officer of the Borrower, describing
said Reportable Event and the action which the Borrower proposes to take with
respect thereto.

(vi) As soon as possible and in any event within 15 days after receipt by
the Borrower, a copy of (a) any written notice or claim to the effect that the
Borrower or any of its Subsidiaries is or may be liable to any Person as a
result of the release by the Borrower, any of its Subsidiaries, or any other
Person of any toxic or hazardous waste or substance into the environment, and
(b) any written notice alleging any violation of any Federal, state or local
environmental, health or safety law or regulation by the Borrower or any of its
Subsidiaries, which, in either case, has had or could reasonably be expected to
have a Material Adverse Effect.

(vii) Promptly upon the furnishing thereof to the shareholders of the
Borrower, copies of all financial statements, reports and proxy statements so
furnished.

(viii) Promptly upon the filing thereof, copies of all registration
statements and annual, quarterly, monthly or other regular reports which the
Borrower or any of its Subsidiaries files with the Securities and Exchange
Commission.

(ix) Promptly upon the furnishing thereof to Congress, a copy of each
borrowing base certificate delivered pursuant to the Congress Credit Agreement.

(x) As soon as available, but in any event within 60 days after the
beginning of each Fiscal Year a copy of the plan and forecast (including a
projected consolidated balance sheet and funds flow statement and a projected
consolidated and consolidating income statement) of the Borrower for such Fiscal
Year.

(xi) Promptly upon the furnishing thereof to Congress, each accounts
receivable aging report delivered to Congress pursuant to the Congress Credit
Agreement.

(xii) Within 10 days after the end of each month, a copy of each report
detailing actual dispositions of personal property covered by certificates of
title during such month and planned dispositions of such personal property for
the next succeeding month.

(xiii) Such other information (including nonfinancial information) as the
Agent or any Lender may from time to time reasonably request.

6.2. Notice of Default. The Borrower will, and will cause each
-----------------
Subsidiary to, give prompt notice in writing to the Agent of the occurrence of
any Default or Unmatured Default and of any other development, financial or
otherwise, which has had or could reasonably be expected to have a Material
Adverse Effect.

6.3. Conduct of Business. The Borrower will, and will cause each
-------------------
Subsidiary to, carry on and conduct its business in substantially the same
manner and in substantially the same fields of enterprise as it is presently
conducted and do all things necessary to remain duly incorporated or organized,
validly existing and (to the extent such concept applies to such entity) in good
standing as a domestic corporation, partnership or limited liability company in
its jurisdiction of incorporation or organization, as the case may be, and
maintain all requisite authority to conduct its business in each jurisdiction in
which its business is conducted.

6.4. Taxes. The Borrower will, and will cause each Subsidiary to, timely
-----
file complete and correct United States Federal and applicable foreign, state
and local tax returns required by law and pay when due all taxes, assessments
and governmental charges and levies upon it or its income, profits or Property,
except those which are being contested in good faith by appropriate proceedings
and with respect to which adequate reserves have been set aside in accordance
with Agreement Accounting Principles. At any time that the Borrower or any of
its Subsidiaries is organized as a limited liability company, each such limited
liability company will qualify for partnership tax treatment under United States
Federal tax law.

6.5. Insurance. The Borrower will, and will cause each Subsidiary to,
---------
maintain with financially sound and reputable insurance companies insurance on
all their Property in such amounts

and covering such risks as is consistent with sound business practice, and the
Borrower will furnish to any Lender upon request full information as to the
insurance carried.

6.6. Compliance with Laws. The Borrower will, and will cause each
--------------------
Subsidiary to, comply with all laws, rules, regulations, orders, writs,
judgments, injunctions, decrees or awards to which it may be subject including,
without limitation, all Environmental Laws.

6.7. Maintenance of Properties. The Borrower will, and will cause each
-------------------------
Subsidiary to, do all things necessary to maintain, preserve, protect and keep
its Property in good repair, working order and condition, and make all necessary
and proper repairs, renewals and replacements so that its business carried on in
connection therewith may be properly conducted at all times.

6.8. Inspection; Collateral Audit. The Borrower will, and will cause
----------------------------
each Subsidiary to, permit the Agent and the Lenders, by their respective
representatives and agents, to (a) inspect any of the Property, books and
financial records of the Borrower and each Subsidiary, to examine and make
copies of the books of accounts and other financial records of the Borrower and
each Subsidiary, and to discuss the affairs, finances and accounts of the
Borrower and each Subsidiary with, and to be advised as to the same by, their
respective officers at such reasonable times and intervals as the Agent or any
Lender may designate and (b) conduct a collateral audit with respect to the
Borrower and its Subsidiaries (i) within 90 days following the date hereof and
(ii) on a semiannual basis for the first year following the date hereof
(provided that the Agent and the Lenders may thereafter request an annual
--------
collateral audit in their reasonable discretion), all at the Borrower's expense.

6.9. Restricted Payments. The Borrower will not, nor will it permit any
-------------------
Subsidiary to, (a) declare or pay any Dividends or make any other distributions
on its capital stock (other than Dividends payable in its own capital stock),
including Dividends on the GECC Preferred Stock, or redeem, repurchase or
otherwise acquire or retire any capital stock of the Borrower or any Subsidiary
at any time outstanding, except that any Subsidiary may declare and pay
Dividends or make distributions to the Borrower or to a Wholly-Owned Subsidiary
or (b) make payments (other than mandatory prepayments by the Borrower with the
net proceeds of any issuance of equity of the Borrower after the date hereof) in
excess of $100,000 during any month with respect to Indebtedness of the Borrower
or any Subsidiary arising under the Stock Purchase Agreement dated as of April
19, 2001 among the Borrower, T. ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, as such Stock
Purchase Agreement is in effect on April 19, 2001.

6.10. Indebtedness. The Borrower will not, nor will it permit any
------------
Subsidiary to, create, incur or suffer to exist any Indebtedness, except:

(i) The Loans.

(ii) Indebtedness existing on the date hereof and described in Schedule
2.

(iii) After the date hereof, (A) purchase money Indebtedness for
equipment, including Capitalized Leases, (B) Operating Lease Obligations, and
(C) the approximately $4,300,000 Rocor seller note, not to exceed $75,000,000 in
aggregate principal amount outstanding at any time for all Indebtedness under
clauses (A), (B), (C) and (D).

(iv) Indebtedness under the Congress Credit Agreement.

(v) Indebtedness arising under interest rate, fuel management or hedging
agreements between the Borrower and any Person entered into in the ordinary
course of business and not for speculation.

6.11. Merger. The Borrower will not, nor will it permit any Subsidiary
------
to, merge or consolidate with or into any other Person, except that a Subsidiary
may merge into the Borrower or a Wholly-Owned Subsidiary, or change its legal
name or status as a corporation, limited liability or partnership, as
applicable, without the prior written consent of the Required Banks.

6.12. Sale of Assets. The Borrower will not, nor will it permit any
--------------
Subsidiary to, lease, sell or otherwise dispose of its Property to any other
Person, except:

(i) Sales of inventory in the ordinary course of business.

(ii) Sales of revenue equipment in the ordinary course of business for a
purchase price not less than 80% of the orderly liquidation value of such
equipment as set forth in the valuation reports of Dovebid ▇▇▇▇▇▇ ▇▇▇▇ &
Associates delivered from time to time to the Agent.

(iii) Leases, sales or other dispositions of its Property that, together
with all other Property of the Borrower and its Subsidiaries previously leased,
sold or disposed of (other than inventory in the ordinary course of business) as
permitted by this Section during the 12-month period ending with the month in
which any such lease, sale or other disposition occurs, do not constitute a
Substantial Portion of the Property of the Borrower and its Subsidiaries.

6.13. Investments and Acquisitions. The Borrower will not, nor will it
----------------------------
permit any Subsidiary to, make or suffer to exist any Investments, or
commitments therefor, or to become or remain a partner in any partnership or
joint venture, or to make any Acquisition, except:

(i) Cash Equivalent Investments.

(ii) Existing Investments in Subsidiaries and other Investments in
existence on the date hereof and described in Schedule 1.

(iii) Investments in the ordinary course of business in connection with
the formation of new Subsidiaries in similar lines of business as the Borrower
and its existing Subsidiaries.

6.14. Liens. The Borrower will not, nor will it permit any Subsidiary to,
-----
create, incur, or suffer to exist any Lien in, of or on the Property of the
Borrower or any of its Subsidiaries, except:

(i) Liens for taxes, assessments or governmental charges or levies on
its Property if the same shall not at the time be delinquent or thereafter can
be paid without penalty, or are being contested in good faith and by appropriate
proceedings and for which adequate reserves in accordance with Agreement
Accounting Principles shall have been set aside on its books.

(ii) Liens imposed by law, such as carriers', warehousemen's and
mechanics' liens and other similar liens arising in the ordinary course of
business which secure payment of obligations not more than 60 days past due.

(iii) Liens arising out of pledges or deposits under worker's compensation
laws, unemployment insurance, old age pensions, or other social security or
retirement benefits, or similar legislation.

(iv) Utility easements, building restrictions and such other encumbrances
or charges against real property as are of a nature generally existing with
respect to properties of a similar character and which do not in any material
way affect the marketability of the same or interfere with the use thereof in
the business of the Borrower or its Subsidiaries.

(v) Liens existing on the date hereof and described in Schedule 2.

(vi) Liens in favor of the Agent, for the benefit of the Lenders, granted
pursuant to any Collateral Document.

(vii) Liens covering equipment (but not other assets) securing
Indebtedness incurred or assumed for the purpose of financing such equipment and
permitted under Section 6.11(iii); provided that (A) any such Lien attaches to
--------
such equipment concurrently with or within 60 days after the acquisition
thereof, (B) such Lien attaches solely to such equipment so acquired in such
transaction, and (C) the principal amount of the Indebtedness secured thereby
does not exceed 100% of the cost of such equipment.

(viii) Liens securing obligations under or related to the Congress Credit
Agreement.

6.15. Affiliates. The Borrower will not, and will not permit any
----------
Subsidiary to, enter into any transaction (including, without limitation, the
purchase or sale of any Property or service) with, or make any payment or
transfer to, any Affiliate except in the ordinary course of business and
pursuant to the reasonable requirements of the Borrower's or such Subsidiary's
business and upon fair and reasonable terms no less favorable to the Borrower or
such Subsidiary than the Borrower or such Subsidiary would obtain in a
comparable arm's-length transaction.

6.16. No Amendment to GECC Convertible Preferred Stock; No Issuance of
----------------------------------------------------------------
Additional Redeemable Stock. The Borrower will not after the Effective Date (a)
---------------------------
amend the terms, preferences, rights and limitations of the GECC Convertible
Preferred Stock in any manner having the effect of increasing the amount of
dividends thereon or redemptions thereof or providing for any earlier payment in
respect of dividends or redemptions or otherwise in respect of such stock or (b)
issue any redeemable shares of stock after the date hereof.

6.17. Sale of Accounts. The Borrower will not, nor will it permit any
----------------
Subsidiary to, sell or otherwise dispose of any notes receivable or accounts
receivable, with or without recourse.

6.18. Sale and Leaseback Transactions and other Off-Balance Sheet
-----------------------------------------------------------
Liabilities. The Borrower will not, nor will it permit any Subsidiary to, enter
-----------
into or suffer to exist any (i) Sale and Leaseback Transaction or (ii) any other
transaction pursuant to which it incurs or has incurred Off-Balance Sheet
Liabilities, except with respect to revenue equipment in the ordinary course of
business.

6.19. Contingent Obligations. The Borrower will not, nor will it permit
----------------------
any Subsidiary to, make or suffer to exist any Contingent Obligations
(including, without limitation, any Contingent Obligation with respect to the
obligations of a Subsidiary) exceeding at any time $5,000,000 in the aggregate,
except (i) by endorsement of instruments for deposit or collection in the
ordinary course of business, (ii) the Guaranty and (iii) the guaranty by the
Borrower and various Subsidiaries under the Congress Credit Agreement.

6.20. Letters of Credit. The Borrower will not, nor will it permit any
-----------------
Subsidiary to, apply for or become liable upon or in respect of any Letter of
Credit, except for the Existing LCs.

6.21. Prepayment of Other Debt. If an Unmatured Default or a Default has
------------------------
occurred, Borrower will not, nor will it permit any Subsidiary to, prepay any
Indebtedness (including, without limitation, the GECC Convertible Preferred
Stock) other than the Obligations and loans under the Congress Credit Agreement.

6.22. Consolidated Capital Expenditures. The Borrower will not permit the
---------------------------------
aggregate amount of Consolidated Capital Expenditures made by the Borrower and
its Subsidiaries during any period of 12 consecutive months to (a) exceed
$30,000,000 or (b) be less than $1,000,000.

6.23. Additional Subsidiaries; Further Assurances. The Borrower will cause
-------------------------------------------
each Subsidiary acquired or created after the date hereof to execute a
counterpart of the Guaranty and grant to the Agent for the benefit of the Agent
and the Lenders perfected security interests in all of its personal property as
collateral to secure the Obligations, in each case pursuant to the applicable
Collateral Documents (subject only to Liens in favor of other Persons permitted
under Section 6.15); provided that no Foreign Subsidiary shall have an
--------
obligation to execute a counterpart of the Guaranty or to grant any security
interest in its personal property; and provided, further that neither the
-------- -------
Borrower nor any Subsidiary shall be required to pledge more than 65% of the
stock of any Foreign

Subsidiary. The Borrower agrees to take and to cause each Guarantor to take such
actions as the Agent or the Required Lenders may from time to time reasonably
request to establish and maintain perfected security interests in all of their
personal property, including without limitation the perfection of the Agent's
security interest in all such personal property covered by certificates of title
substantially contemporaneously with the date of acquisition of such property
(subject to Liens in favor of other Persons permitted under Section 6.15).

6.24. Release and Covenant Not to ▇▇▇. (a) In consideration of the
-------------------------------
agreements and understandings in this Agreement, the Borrower and each of the
Guarantors, for themselves and, to the extent that any of the following is
claiming by, through, or otherwise on behalf of (including, without limitation,
on any derivative basis) either the Borrower or any Guarantor, for their
respective employees, officers, agents, executors, heirs, successors and
assigns, jointly and severally, hereby release each of the Agent and each
Lender, and its employees, officers, participants, agents, affiliates,
subsidiaries, successors and assigns from any claim, right or cause of action
which now exists, in any way related to facts in existence as of the date
hereof, whether known or unknown, including without limitation any claims in any
way related to the Loan Documents and the business relationship with the Agent
and the Lenders.

(b) The Borrower and each of the Guarantors hereby covenant that they
will refrain from commencing any action or suit or prosecuting any action or
suit, in law or in equity, against each of the Agent and the Lenders, its
employees, officers, agents, participants, affiliates, subsidiaries, successors
and assigns, on account of any claim, action or cause of action which now exists
in the Borrower's or any Guarantor's favor based upon facts existing as of the
date of this Agreement. In addition to the other liability which shall accrue
upon the breach of this covenant, the breaching party shall be liable to the
Agent and the Lenders for all reasonable attorneys' fees and costs incurred by
such party in the defense of such action or suit.

ARTICLE VII

DEFAULTS
--------

The occurrence or continuance of any one or more of the following events on
or after the date hereof shall constitute a Default:

7.1. Any representation or warranty made or deemed made by or on behalf
of the Borrower or any of its Subsidiaries to the Lenders or the Agent under or
in connection with this Agreement or any other Loan Document shall be materially
false on the date as of which made.

7.2. Nonpayment of principal of any Loan when due or nonpayment of
interest upon any Loan or of any fee or other obligation under any Loan Document
within five days after the same becomes due.

7.3. The breach by the Borrower of any of the terms or provisions of
Article VI, Section 6.2, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.17, 6.18,
6.19 or 6.23.

7.4. The breach by the Borrower (other than a breach which constitutes a
Default under another Section of this Article VII) of any of the terms or
provisions of this Agreement which is not remedied within 30 days after written
notice from the Agent or any Lender.

7.5. Failure of the Borrower or any of its Subsidiaries to pay when due
(after any applicable grace period) any funded Indebtedness or amounts under any
interest rate, fuel management or hedging agreement aggregating in excess of
$1,000,000 ("Material Financial Obligation"); or the default by the Borrower or
any of its Subsidiaries in the performance (beyond the applicable grace period
with respect thereto, if any) of any term, provision or condition contained in
any agreement under which any such Material Financial Obligation was created or
is governed, or any other event shall occur or condition exist, the effect of
which default or event is to cause, or to permit the holder or holders of such
Material Financial Obligation to cause, such Material Financial Obligation to
become due prior to its stated maturity; or any Material Financial Obligation of
the Borrower or any of its Subsidiaries shall be declared to be due and payable
or required to be prepaid or repurchased (other than by a regularly scheduled
payment) prior to the stated maturity thereof; or the Borrower or any of its
Subsidiaries shall not pay, or admit in writing its inability to pay, its debts
generally as they become due.

7.6. The Borrower or any of its Subsidiaries shall (i) have an order for
relief entered with respect to it under the Federal bankruptcy laws as now or
hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii)
apply for, seek, consent to, or acquiesce in, the appointment of a receiver,
custodian, trustee, examiner, liquidator or similar official for it or any
Substantial Portion of its Property, (iv) institute any proceeding seeking an
order for relief under the Federal bankruptcy laws as now or hereafter in effect
or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution,
winding up, liquidation, reorganization, arrangement, adjustment or composition
of it or its debts under any law relating to bankruptcy, insolvency or
reorganization or relief of debtors or fail to file an answer or other pleading
denying the material allegations of any such proceeding filed against it, (v)
take any corporate or partnership action to authorize or effect any of the
foregoing actions set forth in this Section 7.6 or (vi) fail to contest in good
faith any appointment or proceeding described in Section 7.7.

7.7. Without the application, approval or consent of the Borrower or any
of its Subsidiaries, a receiver, trustee, examiner, liquidator or similar
official shall be appointed for the Borrower or any of its Subsidiaries or any
Substantial Portion of its Property, or a proceeding described in Section
7.6(iv) shall be instituted against the Borrower or any of its Subsidiaries and
such appointment continues undischarged or such proceeding continues undismissed
or unstayed for a period of 30 consecutive days.

7.8. Any court, government or governmental agency shall condemn, seize or
otherwise appropriate, or take custody or control of, all or any portion of the
Property of the Borrower and its

Subsidiaries which, when taken together with all other Property of the Borrower
and its Subsidiaries so condemned, seized, appropriated, or taken custody or
control of, during the 12-month period ending with the month in which any such
action occurs, constitutes a Substantial Portion.

7.9. The Borrower or any of its Subsidiaries shall fail within 30 days to
pay, bond or otherwise discharge one or more (i) judgments or orders for the
payment of money in excess of $1,000,000 (or the equivalent thereof in
currencies other than U.S. Dollars) in the aggregate, or (ii) nonmonetary
judgments or orders which, individually or in the aggregate, could reasonably be
expected to have a Material Adverse Effect, which judgment(s), in any such case,
is/are not stayed on appeal or otherwise being appropriately contested in good
faith.

7.10. The Unfunded Liabilities of all Single Employer Plans shall exceed
in the aggregate $1,000,000 or any Reportable Event shall occur in connection
with any Plan.

7.11. The Borrower or any other member of the Controlled Group shall have
been notified by the sponsor of a Multiemployer Plan that it has incurred
withdrawal liability to such Multiemployer Plan in an amount which, when
aggregated with all other amounts required to be paid to Multiemployer Plans by
the Borrower or any other member of the Controlled Group as withdrawal liability
(determined as of the date of such notification), exceeds $1,000,000 or requires
payments exceeding $500,000 per annum.

7.12. The Borrower or any other member of the Controlled Group shall have
been notified by the sponsor of a Multiemployer Plan that such Multiemployer
Plan is in reorganization or is being terminated, within the meaning of Title IV
of ERISA, if as a result of such reorganization or termination the aggregate
annual contributions of the Borrower and the other members of the Controlled
Group (taken as a whole) to all Multiemployer Plans which are then in
reorganization or being terminated have been or will be increased over the
amounts contributed to such Multiemployer Plans for the respective plan years of
each such Multiemployer Plan immediately preceding the plan year in which the
reorganization or termination occurs by an amount exceeding $1,000,000.

7.13. The Borrower or any of its Subsidiaries shall (i) be the subject of
any proceeding or investigation pertaining to the release by the Borrower, any
of its Subsidiaries or any other Person of any toxic or hazardous waste or
substance into the environment, or (ii) violate any Environmental Law, which, in
the case of an event described in clause (i) or clause (ii), could reasonably be
expected to have a Material Adverse Effect.

7.14. Any Change in Control shall occur.

7.15. The occurrence of any "default", as defined in any Loan Document
(other than this Agreement) or the breach of any of the terms or provisions of
any Loan Document (other than this Agreement), which default or breach continues
beyond any period of grace therein provided.

7.16. Nonpayment by the Borrower or any Subsidiary of any Rate Management
Obligation within 1 day after such obligation is due or the breach by the
Borrower or any Subsidiary of any term, provision or condition contained in any
Rate Management Transaction, which default or breach continues beyond any period
of grace therein provided.

7.17. The Guaranty shall fail to remain in full force or effect or any
action shall be taken to discontinue or to assert the invalidity or
unenforceability of the Guaranty, or any Guarantor shall fail to comply with any
of the terms or provisions of the Guaranty, or any Guarantor shall deny that it
has any further liability under the Guaranty, or shall give notice to such
effect.

7.18. Any Collateral Document shall for any reason fail to create a valid
and perfected security interest in any collateral purported to be covered
thereby, except as permitted by the terms of any Collateral Document, or any
Collateral Document shall fail to remain in full force or effect or any action
shall be taken to discontinue or to assert the invalidity or unenforceability of
any Collateral Document, or the Borrower or any Guarantor shall fail to comply
with any of the terms or provisions of any Collateral Document.

7.19. The representations and warranties set forth in Section 5.15 shall
at any time not be true and correct in any material respect.

7.20. An "Event of Default" under and as defined in the Congress Credit
Agreement has occurred and is continuing.

7.21. The Borrower shall fail to make any regularly scheduled payment
under any Operating Lease after any applicable grace period.

ARTICLE VII

ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES
----------------------------------------------

8.1. Acceleration. (i) If any Default described in Section 7.6 or 7.7
------------
occurs with respect to the Borrower, the obligations of the Lenders to maintain
Loans hereunder shall automatically terminate and the Obligations shall
immediately become due and payable without any election or action on the part of
the Agent or any Lender.

If any other Default occurs, the Required Lenders (or the Agent with the consent
of the Required Lenders) may declare the Obligations to be due and payable,
whereupon the Obligations shall become immediately due and payable, without
presentment, demand, protest or notice of any kind, all of which the Borrower
hereby expressly waives.

(ii) If, within 30 days after acceleration of the maturity of the
Obligations or termination of the obligations of the Lenders to make Loans
hereunder as a result of any Default (other than any Default as described in
Section 7.6 or 7.7 with respect to the Borrower) and before any judgment or
decree for the payment of the Obligations due shall have been obtained or
entered, the Required Lenders (in their sole discretion) shall so direct, the
Agent shall, by notice to the Borrower, rescind and annul such acceleration
and/or termination.

8.2. Amendments. Subject to the provisions of this Article VIII, the
----------
Required Lenders (or the Agent with the consent in writing of the Required
Lenders) and the Borrower may enter into agreements supplemental hereto for the
purpose of adding or modifying any provisions to the Loan Documents or changing
in any manner the rights of the Lenders or the Borrower hereunder or waiving any
Default hereunder; provided that no such supplemental agreement shall, without
--------
the consent of all of the Lenders:

(i) Extend the final maturity of any Loan or postpone any regularly
scheduled payment of principal of any Loan or forgive all or any portion of the
principal amount thereof or reduce the rate or extend the time of payment of
interest or fees thereon.

(ii) Reduce the percentage specified in the definition of Required
Lenders.

(iii) Reduce the amount of, or extend the payment date for, the mandatory
payments required under Section 2.2, or permit the Borrower to assign its rights
under this Agreement.

(iv) Amend this Section 8.2.

(v) Release any Guarantor of any Obligations or, except as provided in
the Collateral Documents, release all or substantially all of the Collateral.

No amendment of any provision of this Agreement relating to the Agent shall be
effective without the written consent of the Agent. The Agent may waive payment
of the fee required under Section 12.3.2 without obtaining the consent of any
other party to this Agreement.

8.3. Preservation of Rights. No delay or omission of the Lenders or the
----------------------
Agent to exercise any right under the Loan Documents shall impair such right or
be construed to be a waiver of any Default or an acquiescence therein. Any
single or partial exercise of any such right shall not preclude other or further
exercise thereof or the exercise of any other right, and no waiver, amendment or
other variation of the terms, conditions or provisions of any Loan Document
whatsoever shall be valid unless in writing signed by the Lenders required
pursuant to Section 8.2, and then only to the extent in such writing
specifically set forth. All remedies contained in the Loan Documents or by law
afforded shall be cumulative and all shall be available to the Agent and the
Lenders until the Obligations have been paid in full.

ARTICLE IX

GENERAL PROVISIONS
------------------

9.1. Survival of Representations. All representations and warranties of
---------------------------
the Borrower contained in this Agreement shall survive the making of the Loans.

9.2. Governmental Regulation. Anything contained in this Agreement to the
-----------------------
contrary notwithstanding, no Lender shall be obligated to extend credit to the
Borrower in violation of any limitation or prohibition provided by any
applicable statute or regulation.

9.3. Headings. Section headings in the Loan Documents are for convenience
--------
of reference only, and shall not govern the interpretation of any of the
provisions of the Loan Documents.

9.4. Entire Agreement. The Loan Documents embody the entire agreement and
----------------
understanding among the Borrower, the Agent and the Lenders and supersede all
prior agreements and understandings among the Borrower, the Agent and the
Lenders relating to the subject matter thereof.

9.5. Several Obligations; Benefits of this Agreement. The respective
-----------------------------------------------
obligations of the Lenders hereunder are several and not joint and no Lender
shall be the partner or agent of any other (except to the extent to which the
Agent is authorized to act as such). The failure of any Lender to perform any
of its obligations hereunder shall not relieve any other Lender from any of its
obligations hereunder. This Agreement shall not be construed so as to confer
any right or benefit upon any Person other than the parties to this Agreement
and their respective successors and assigns.

9.6. Expenses; Indemnification. (i) The Borrower shall reimburse the
-------------------------
Agent for any reasonable costs, internal charges and out-of-pocket expenses
(including actual attorneys' fees and time charges of attorneys for the Agent,
which attorneys may be employees of the Agent) paid or incurred by the Agent in
connection with the preparation, negotiation, execution, delivery, syndication,
review, amendment, modification, and administration of the Loan Documents. The
Borrower also agrees to reimburse the Agent and the Lenders for any reasonable
costs, internal charges and out-of-pocket expenses (including actual attorneys'
fees and time charges of attorneys for the Agent and the Lenders, which
attorneys may be employees of the Agent or the Lenders) paid or incurred by the
Agent or any Lender in connection with the collection and enforcement of the
Loan Documents.

(ii) The Borrower hereby further agrees to indemnify the Agent, each
Lender, their respective affiliates, and each of their directors, officers and
employees against all losses, claims, damages, penalties, judgments, liabilities
and expenses (including, without limitation, all expenses of litigation or
preparation therefor whether or not the Agent, any Lender or any affiliate is a
party thereto) which any of them may pay or incur arising out of or relating to
this Agreement, the other Loan Documents, the transactions contemplated hereby
or the direct or indirect application or

proposed application of the proceeds of any Loan hereunder except to the extent
that they are determined in a final non-appealable judgment by a court of
competent jurisdiction to have resulted from the gross negligence or willful
misconduct of the party seeking indemnification. The obligations of the Borrower
under this Section 9.6 shall survive the termination of this Agreement.

9.7. Numbers of Documents. All statements, notices, closing documents,
--------------------
and requests hereunder shall be furnished to the Agent with sufficient
counterparts so that the Agent may furnish one to each of the Lenders.

9.8. Accounting. Except as provided to the contrary herein, all
----------
accounting terms used herein shall be interpreted and all accounting
determinations hereunder shall be made in accordance with Agreement Accounting
Principles.

9.9. Severability of Provisions. Any provision in any Loan Document that
--------------------------
is held to be inoperative, unenforceable, or invalid in any jurisdiction shall,
as to that jurisdiction, be inoperative, unenforceable, or invalid without
affecting the remaining provisions in that jurisdiction or the operation,
enforceability, or validity of that provision in any other jurisdiction, and to
this end the provisions of all Loan Documents are declared to be severable.

9.10. Nonliability of Lenders. The relationship between the Borrower on
-----------------------
the one hand and the Lenders and the Agent on the other hand shall be solely
that of borrower and lender. Neither the Agent nor any Lender shall have any
fiduciary responsibilities to the Borrower. Neither the Agent nor any Lender
undertakes any responsibility to the Borrower to review or inform the Borrower
of any matter in connection with any phase of the Borrower's business or
operations. The Borrower agrees that neither the Agent nor any Lender shall have
liability to the Borrower (whether sounding in tort, contract or otherwise) for
losses suffered by the Borrower in connection with, arising out of, or in any
way related to, the transactions contemplated and the relationship established
by the Loan Documents, or any act, omission or event occurring in connection
therewith, unless it is determined in a final non-appealable judgment by a court
of competent jurisdiction that such losses resulted from the gross negligence or
willful misconduct of the party from which recovery is sought. Neither the Agent
nor any Lender shall have any liability with respect to, and the Borrower hereby
waives, releases and agrees not to ▇▇▇ for, any special, indirect or
consequential damages suffered by the Borrower in connection with, arising out
of, or in any way related to the Loan Documents or the transactions contemplated
thereby.

9.11. Confidentiality. Each Lender agrees to hold any confidential
---------------
information which it may receive from the Borrower pursuant to this Agreement in
confidence, except for disclosure (i) to its Affiliates and to other Lenders and
their respective Affiliates, (ii) to legal counsel, accountants, and other
professional advisors to such Lender or to a Transferee, (iii) to regulatory
officials, (iv) to any Person as requested pursuant to or as required by law,
regulation, or legal process, (v) to any Person in connection with any legal
proceeding to which such Lender is a party, (vi) to such Lender's direct or
indirect contractual counterparties in swap agreements or to legal counsel,
accountants and other professional advisors to such counterparties, and (vii)
permitted by Section 12.4.

9.12. Nonreliance. Each Lender hereby represents that it is not relying
-----------
on or looking to any margin stock (as defined in Regulation U of the Board of
Governors of the Federal Reserve System) for the repayment of the Loans provided
for herein.

9.13. Disclosure. The Borrower and each Lender hereby (i) acknowledge and
----------
agree that Bank One and/or its Affiliates from time to time may hold investments
in, make other loans to or have other relationships with the Borrower and its
Affiliates, and (ii) waive any liability of Bank One or such Affiliate of Bank
One to the Borrower or any Lender, respectively, arising out of or resulting
from such investments, loans or relationships other than liabilities arising out
of the gross negligence or willful misconduct of Bank One or its Affiliates.

ARTICLE X

THE AGENT
---------

10.1. Appointment; Nature of Relationship. Bank One, NA is hereby appointed
-----------------------------------
by each of the Lenders as its contractual representative (herein referred to as
the "Agent") hereunder and under each other Loan Document, and each of the
Lenders irrevocably authorizes the Agent to act as the contractual
representative of such Lender with the rights and duties expressly set forth
herein and in the other Loan Documents. The Agent agrees to act as such
contractual representative upon the express conditions contained in this Article
X. Notwithstanding the use of the defined term "Agent," it is expressly
understood and agreed that the Agent shall not have any fiduciary
responsibilities to any Lender by reason of this Agreement or any other Loan
Document and that the Agent is merely acting as the contractual representative
of the Lenders with only those duties as are expressly set forth in this
Agreement and the other Loan Documents. In its capacity as the Lenders'
contractual representative, the Agent (i) does not hereby assume any fiduciary
duties to any of the Lenders, (ii) is a "representative" of the Lenders within
the meaning of Section 9-105 of the Uniform Commercial Code and (iii) is acting
as an independent contractor, the rights and duties of which are limited to
those expressly set forth in this Agreement and the other Loan Documents. Each
of the Lenders hereby agrees to assert no claim against the Agent on any agency
theory or any other theory of liability for breach of fiduciary duty, all of
which claims each Lender hereby waives.

10.2. Powers. The Agent shall have and may exercise such powers under the
------
Loan Documents as are specifically delegated to the Agent by the terms of each
thereof, together with such powers as are reasonably incidental thereto. The
Agent shall have no implied duties to the Lenders, or any obligation to the
Lenders to take any action thereunder except any action specifically provided by
the Loan Documents to be taken by the Agent.

10.3. General Immunity. Neither the Agent nor any of its directors,
----------------
officers, agents or employees shall be liable to the Borrower or any Lender for
any action taken or omitted to be taken by it or them hereunder or under any
other Loan Document or in connection herewith or therewith

except to the extent such action or inaction is determined in a final non-
appealable judgment by a court of competent jurisdiction to have arisen from the
gross negligence or willful misconduct of such Person.

10.4. No Responsibility for Loans, Recitals, etc. Neither the Agent nor any
------------------------------------------
of its directors, officers, agents or employees shall be responsible for or have
any duty to ascertain, inquire into, or verify (a) any statement, warranty or
representation made in connection with any Loan Document or any borrowing
hereunder; (b) the performance or observance of any of the covenants or
agreements of any obligor under any Loan Document, including, without
limitation, any agreement by an obligor to furnish information directly to each
Lender; (c) the satisfaction of any condition specified in Article IV, except
receipt of items required to be delivered solely to the Agent; (d) the existence
or possible existence of any Default or Unmatured Default; (e) the validity,
enforceability, effectiveness, sufficiency or genuineness of any Loan Document
or any other instrument or writing furnished in connection therewith; (f) the
value, sufficiency, creation, perfection or priority of any Lien in any
collateral security; or (g) the financial condition of the Borrower or any
guarantor of any of the Obligations or of any of the Borrower's or any such
guarantor's respective Subsidiaries. The Agent shall have no duty to disclose to
the Lenders information that is not required to be furnished by the Borrower to
the Agent at such time, but is voluntarily furnished by the Borrower to the
Agent (either in its capacity as Agent or in its individual capacity).

10.5. Action on Instructions of Lenders. The Agent shall in all cases be
---------------------------------
fully protected in acting, or in refraining from acting, hereunder and under any
other Loan Document in accordance with written instructions signed by the
Required Lenders, and such instructions and any action taken or failure to act
pursuant thereto shall be binding on all of the Lenders. The Lenders hereby
acknowledge that the Agent shall be under no duty to take any discretionary
action permitted to be taken by it pursuant to the provisions of this Agreement
or any other Loan Document unless it shall be requested in writing to do so by
the Required Lenders. The Agent shall be fully justified in failing or refusing
to take any action hereunder and under any other Loan Document unless it shall
first be indemnified to its satisfaction by the Lenders pro rata against any and
all liability, cost and expense that it may incur by reason of taking or
continuing to take any such action.

10.6. Employment of Agents and Counsel. The Agent may execute any of its
--------------------------------
duties as Agent hereunder and under any other Loan Document by or through
employees, agents, and attorneys-in-fact and shall not be answerable to the
Lenders, except as to money or securities received by it or its authorized
agents, for the default or misconduct of any such agents or attorneys-in-fact
selected by it with reasonable care. The Agent shall be entitled to advice of
counsel concerning the contractual arrangement between the Agent and the Lenders
and all matters pertaining to the Agent's duties hereunder and under any other
Loan Document.

10.7. Reliance on Documents; Counsel. The Agent shall be entitled to rely
------------------------------
upon any Note, notice, consent, certificate, affidavit, letter, telegram,
statement, 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, in

respect to legal matters, upon the opinion of counsel selected by the Agent,
which counsel may be employees of the Agent.

10.8. Agent's Reimbursement and Indemnification. The Lenders agree to
-----------------------------------------
reimburse and indemnify the Agent ratably in proportion to their respective Pro
Rata Shares (i) for any amounts not reimbursed by the Borrower for which the
Agent is entitled to reimbursement by the Borrower under the Loan Documents,
(ii) for any other expenses incurred by the Agent on behalf of the Lenders, in
connection with the preparation, execution, delivery, administration and
enforcement of the Loan Documents (including, without limitation, for any
expenses incurred by the Agent in connection with any dispute between the Agent
and any Lender or between two or more of the Lenders) and (iii) for any
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind and nature whatsoever which may be
imposed on, incurred by or asserted against the Agent in any way relating to or
arising out of the Loan Documents or any other document delivered in connection
therewith or the transactions contemplated thereby (including, without
limitation, for any such amounts incurred by or asserted against the Agent in
connection with any dispute between the Agent and any Lender or between two or
more of the Lenders), or the enforcement of any of the terms of the Loan
Documents or of any such other documents; provided that (i) no Lender shall be
--------
liable for any of the foregoing to the extent any of the foregoing is found in a
final non-appealable judgment by a court of competent jurisdiction to have
resulted from the gross negligence or willful misconduct of the Agent and (ii)
any indemnification required pursuant to Section 3.1(vii) shall, notwithstanding
the provisions of this Section 10.8, be paid by the relevant Lender in
accordance with the provisions thereof. The obligations of the Lenders under
this Section 10.8 shall survive payment of the Obligations and termination of
this Agreement.

10.9. Notice of Default. The Agent shall not be deemed to have knowledge or
-----------------
notice of the occurrence of any Default or Unmatured Default hereunder unless
the Agent has received written notice from a Lender or the Borrower referring to
this Agreement describing such Default or Unmatured Default and stating that
such notice is a "notice of default". In the event that the Agent receives such
a notice, the Agent shall give prompt notice thereof to the Lenders.

10.10. Rights as a Lender. In the event the Agent is a Lender, the Agent
------------------
shall have the same rights and powers hereunder and under any other Loan
Document with respect to its Loans as any Lender and may exercise the same as
though it were not the Agent, and the term "Lender" or "Lenders" shall, at any
time when the Agent is a Lender, unless the context otherwise indicates, include
the Agent in its individual capacity. The Agent and its Affiliates may accept
deposits from, lend money to, and generally engage in any kind of trust, debt,
equity or other transaction, in addition to those contemplated by this Agreement
or any other Loan Document, with the Borrower or any of its Subsidiaries in
which the Borrower or such Subsidiary is not restricted hereby from engaging
with any other Person. The Agent, in its individual capacity, is not obligated
to remain a Lender.

10.11. Lender Credit Decision. Each Lender acknowledges that it has,
----------------------
independently and without reliance upon the Agent, the Arranger or any other
Lender and based on the financial statements prepared by the Borrower and such
other documents and information as it has deemed

appropriate, made its own credit analysis and decision to enter into this
Agreement and the other Loan Documents. Each Lender also acknowledges that it
will, independently and without reliance upon the Agent or any other Lender and
based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action
under this Agreement and the other Loan Documents.

10.12. Successor Agent. The Agent may resign at any time by giving written
---------------
notice thereof to the Lenders and the Borrower, such resignation to be effective
upon the appointment of a successor Agent or, if no successor Agent has been
appointed, forty-five days after the retiring Agent gives notice of its
intention to resign. The Agent may be removed at any time with or without cause
by written notice received by the Agent from the Required Lenders, such removal
to be effective on the date specified by the Required Lenders. Upon any such
resignation or removal, the Required Lenders shall have the right to appoint, on
behalf of the Borrower and the Lenders, a successor Agent with (so long as no
Default or Unmatured Default shall have occurred and be continuing) the consent
of the Borrower (such consent not to be unreasonably withheld). If no successor
Agent shall have been so appointed by the Required Lenders within thirty days
after the resigning Agent's giving notice of its intention to resign, then the
resigning Agent may appoint, on behalf of the Borrower and the Lenders, a
successor Agent. Notwithstanding the previous sentence, the Agent may at any
time without the consent of the Borrower or any Lender, appoint any of its
Affiliates which is a commercial bank as a successor Agent hereunder. If the
Agent has resigned or been removed and no successor Agent has been appointed,
the Lenders may perform all the duties of the Agent hereunder and the Borrower
shall make all payments in respect of the Obligations to the applicable Lender
and for all other purposes shall deal directly with the Lenders. No successor
Agent shall be deemed to be appointed hereunder until such successor Agent has
accepted the appointment. Any such successor Agent shall be a commercial bank
having capital and retained earnings of at least $100,000,000. Upon the
acceptance of any appointment as Agent hereunder by a successor Agent, such
successor Agent shall thereupon succeed to and become vested with all the
rights, powers, privileges and duties of the resigning or removed Agent. Upon
the effectiveness of the resignation or removal of the Agent, the resigning or
removed Agent shall be discharged from its duties and obligations hereunder and
under the Loan Documents. After the effectiveness of the resignation or removal
of an Agent, the provisions of this Article X shall continue in effect for the
benefit of such Agent in respect of any actions taken or omitted to be taken by
it while it was acting as the Agent hereunder and under the other Loan
Documents.

10.13. Delegation to Affiliates. The Borrower and the Lenders agree that
------------------------
the Agent may delegate any of its duties under this Agreement to any of its
Affiliates. Any such Affiliate (and such Affiliate's directors, officers, agents
and employees) which performs duties in connection with this Agreement shall be
entitled to the same benefits of the indemnification, waiver and other
protective provisions to which the Agent is entitled under Articles IX and X.

10.14. Execution of Collateral Documents. The Lenders hereby empower and
---------------------------------
authorize the Agent to execute and deliver to the Borrower on their behalf any
financing statements, agreements,

documents or instruments as shall be necessary or appropriate to effect the
purposes of the Pledge and Security Agreement.

10.15. Collateral Releases. The Lenders hereby empower and authorize the
-------------------
Agent to execute and deliver to the Borrower on their behalf any agreements,
documents or instruments as shall be necessary or appropriate to effect any
releases of Collateral which shall be permitted by the terms hereof or of any
other Loan Document or which shall otherwise have been approved by the Required
Lenders (or, if required by the terms of Section 8.2, all of the Lenders) in
writing.

ARTICLE XI

SETOFF; RATABLE PAYMENTS
------------------------

11.1. Setoff. In addition to, and without limitation of, any rights of the
------
Lenders under applicable law, if the Borrower becomes insolvent, however
evidenced, or any Default occurs, any and all deposits (including all account
balances, whether provisional or final and whether or not collected or
available) and any other Indebtedness at any time held or owing by any Lender or
any Affiliate of any Lender to or for the credit or account of the Borrower may
be offset and applied toward the payment of the Obligations owing to such
Lender, whether or not the Obligations, or any part thereof, shall then be due.

11.2. Ratable Payments. If any Lender, whether by setoff or otherwise, has
----------------
payment made to it upon the outstanding principal amount of its Loans (other
than payments received pursuant to Section 3.1) in a greater proportion than
that received by any other Lender, such Lender agrees, promptly upon demand, to
purchase a portion of the aggregate outstanding principal amount of the Loans
held by the other Lenders so that after such purchase each Lender will hold its
Pro Rata Share of the aggregate outstanding principal amount of the Loans. If
any Lender, whether in connection with setoff or amounts which might be subject
to setoff or otherwise, receives collateral or other protection for its
Obligations or such amounts which may be subject to setoff, such Lender agrees,
promptly upon demand, to take such action necessary such that all Lenders share
in the benefits of such collateral ratably in proportion to their respective Pro
Rata Shares. In case any such payment is disturbed by legal process, or
otherwise, appropriate further adjustments shall be made.

ARTICLE XII

BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS
-------------------------------------------------

12.1. Successors and Assigns. The terms and provisions of the Loan
----------------------
Documents shall be binding upon and inure to the benefit of the Borrower and the
Lenders and their respective successors and assigns, except that (i) the
Borrower shall not have the right to assign its rights or obligations under the
Loan Documents and (ii) any assignment by any Lender must be made in

compliance with Section 12.3. The parties to this Agreement acknowledge that
clause (ii) of this Section 12.1 relates only to absolute assignments and does
not prohibit assignments creating security interests, including, without
limitation, any pledge or assignment by any Lender of all or any portion of its
rights under this Agreement and any Note to a Federal Reserve Bank; provided
--------
that no such pledge or assignment creating a security interest shall release the
transferor Lender from its obligations hereunder unless and until the parties
thereto have complied with the provisions of Section 12.3. The Agent may treat
the Person which made any Loan or which holds any Note as the owner thereof for
all purposes hereof unless and until such Person complies with Section 12.3;
provided that the Agent may in its discretion (but shall not be required to)
--------
follow instructions from the Person which made any Loan or which holds any Note
to direct payments relating to such Loan or Note to another Person. Any assignee
of the rights to any Loan or any Note agrees by acceptance of such assignment to
be bound by all the terms and provisions of the Loan Documents. Any request,
authority or consent of any Person, who at the time of making such request or
giving such authority or consent is the owner of the rights to any Loan (whether
or not a Note has been issued in evidence thereof), shall be conclusive and
binding on any subsequent holder or assignee of the rights to such Loan.

12.2. Participations.
--------------

12.2.1 Permitted Participants; Effect. Any Lender may, in the ordinary
------------------------------
course of its business and in accordance with applicable law, at any time
sell to one or more banks or other entities ("Participants") participating
interests in any Loan of such Lender, any Note held by such Lender or any
other interest of such Lender under the Loan Documents. In the event of any
such sale by a Lender of participating interests to a Participant, such
Lender's obligations under the Loan Documents shall remain unchanged, such
Lender shall remain solely responsible to the other parties hereto for the
performance of such obligations, such Lender shall remain the owner of its
Loans and the holder of any Note issued to it in evidence thereof for all
purposes under the Loan Documents, all amounts payable by the Borrower
under this Agreement shall be determined as if such Lender had not sold
such participating interests, and the Borrower and the Agent shall continue
to deal solely and directly with such Lender in connection with such
Lender's rights and obligations under the Loan Documents.

12.2.2 Voting Rights. Each Lender shall retain the sole right to
-------------
approve, without the consent of any Participant, any amendment,
modification or waiver of any provision of the Loan Documents other than
any amendment, modification or waiver with respect to any Loan in which
such Participant has an interest which forgives principal, interest or fees
or reduces the interest rate or fees payable with respect to any such Loan,
postpones any date fixed for any regularly-scheduled payment of principal
of, or interest or fees on, any such Loan, releases any guarantor of any
such Loan or releases all or substantially all of the collateral, if any,
securing any such Loan.

12.2.3 Benefit of Setoff. The Borrower agrees that each Participant
-----------------
shall be deemed to have the right of setoff provided in Section 11.1 in
respect of its participating interest in amounts owing under the Loan
Documents to the same extent as if the amount of its participating interest
were owing directly to it as a Lender under the Loan Documents; provided
that each Lender shall retain the right of setoff provided in Section 11.1
with respect to the amount of participating interests sold to each
Participant. The Lenders agree to share with each Participant, and each
Participant, by exercising the right of setoff provided in Section 11.1,
agrees to share with each Lender, any amount received pursuant to the
exercise of its right of setoff, such amounts to be shared in accordance
with Section 11.2 as if each Participant were a Lender.

12.3. Assignments.
-----------

12.3.1 Permitted Assignments. Any Lender may, in the ordinary course
---------------------
of its business and in accordance with applicable law, at any time assign
to one or more Eligible Assignees ("Purchasers") all or any part of its
rights and obligations under the Loan Documents. Such assignment shall be
substantially in the form of Exhibit C or in such other form as may be
agreed to by the parties thereto. Each such assignment with respect to a
Purchaser which is not a Lender or an Affiliate thereof shall (unless each
of the Borrower and the Agent otherwise consents) be in an amount not less
than the lesser of (i) $5,000,000 or (ii) the remaining amount of the
assigning Lender's Commitment (calculated as at the date of such
assignment) or outstanding Loans (if the applicable Commitment has been
terminated).

12.3.2 Effect; Effective Date. Upon (i) delivery to the Agent of an
----------------------
assignment, together with any consents required by Section 12.3.1, and (ii)
payment of a $3,500 fee to the Agent for processing such assignment (unless
such fee is waived by the Agent), such assignment shall become effective on
the effective date specified in such assignment, and the Agent shall
promptly provide the Borrower with notice of such assignment. The
assignment shall contain a representation by the Purchaser to the effect
that none of the consideration used to make the purchase of the Loan under
the applicable assignment agreement constitutes "plan assets" as defined
under ERISA and that the rights and interests of the Purchaser in and under
the Loan Documents will not be "plan assets" under ERISA. On and after the
effective date of such assignment, such Purchaser shall for all purposes be
a Lender party to this Agreement and any other Loan Document executed by or
on behalf of the Lenders and shall have all the rights and obligations of a
Lender under the Loan Documents, to the same extent as if it were an
original party hereto, and no further consent or action by the Borrower,
the Lenders or the Agent shall be required to release the transferor Lender
with respect to the percentage of the Loans assigned to such Purchaser.
Upon the consummation of any assignment to a Purchaser pursuant to this
Section 12.3.2, the transferor Lender, the Agent and the Borrower shall, if
the transferor Lender or the Purchaser desires that its Loan be evidenced
by a Note, make appropriate arrangements so that a new Note or, as
appropriate, a

replacement Note is issued to such transferor Lender and a new Note or, as
appropriate, a replacement Note, is issued to such Purchaser, in each case
in principal amounts reflecting their outstanding Loans, as adjusted
pursuant to such assignment.

12.4. Dissemination of Information. The Borrower authorizes each Lender to
----------------------------
disclose to any Participant or Purchaser or any other Person acquiring an
interest in the Loan Documents by operation of law (each a "Transferee") and any
prospective Transferee any and all information in such Lender's possession
concerning the creditworthiness of the Borrower and its Subsidiaries, including
without limitation any information contained in any Reports; provided that each
--------
Transferee and prospective Transferee agrees to be bound by Section 9.11 of this
Agreement.

12.5. Tax Treatment. If any interest in any Loan Document is transferred to
-------------
any Transferee which is organized under the laws of any jurisdiction other than
the United States or any State thereof, the transferor Lender shall cause such
Transferee, concurrently with the effectiveness of such transfer, to comply with
the provisions of Section 3.1(iv).

ARTICLE XII

NOTICES
-------

13.1. Notices. All notices, requests and other communications to any party
-------
hereunder shall be in writing (including electronic transmission, facsimile
transmission or similar writing) and shall be given to such party: (x) in the
case of the Borrower or the Agent, at its address or facsimile number set forth
on the signature pages hereof, (y) in the case of any Lender, at its address or
facsimile number set forth below its signature hereto or (z) in the case of any
party, at such other address or facsimile number as such party may hereafter
specify for the purpose by notice to the Agent and the Borrower in accordance
with the provisions of this Section 13.1. Each such notice, request or other
communication shall be effective (i) if given by facsimile transmission, when
transmitted to the facsimile number specified in this Section and confirmation
of receipt is received, (ii) if given by mail, 72 hours after such communication
is deposited in the mails with first class postage prepaid, addressed as
aforesaid, or (iii) if given by any other means, when delivered (or, in the case
of electronic transmission, received) at the address specified in this Section;
provided that notices to the Agent under Article II shall not be effective until
--------
received.

13.2. Change of Address. The Borrower, the Agent and any Lender may each
-----------------
change the address for service of notice upon it by a notice in writing to the
other parties hereto.

ARTICLE XIV

COUNTERPARTS
------------

This Agreement may be executed in any number of counterparts, all of which
taken together shall constitute one agreement, and any of the parties hereto may
execute this Agreement by signing any such counterpart.

ARTICLE XV

CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL
------------------------------------------------------------

15.1. CHOICE OF LAW. THE LOAN DOCUMENTS (OTHER THAN THOSE CONTAINING A
-------------
CONTRARY EXPRESS CHOICE OF LAW PROVISION) SHALL BE CONSTRUED IN ACCORDANCE WITH
THE INTERNAL LAWS (INCLUDING, WITHOUT LIMITATION, 735 ILCS SECTION 105/5-1 ET
SEQ, BUT OTHERWISE WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS) OF THE
STATE OF ILLINOIS, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL
BANKS.

15.2. CONSENT TO JURISDICTION. THE BORROWER HEREBY IRREVOCABLY SUBMITS TO
-----------------------
THE NONEXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR ILLINOIS STATE
COURT SITTING IN CHICAGO, ILLINOIS IN ANY ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO ANY LOAN DOCUMENT AND THE BORROWER HEREBY IRREVOCABLY AGREES THAT
ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED
IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER
HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A
COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT
THE RIGHT OF THE AGENT OR ANY LENDER TO BRING PROCEEDINGS AGAINST THE BORROWER
IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY THE
BORROWER AGAINST THE AGENT OR ANY LENDER OR ANY AFFILIATE OF THE AGENT OR ANY
LENDER INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF,
RELATED TO, OR CONNECTED WITH ANY LOAN DOCUMENT SHALL BE BROUGHT ONLY IN A COURT
IN CHICAGO, ILLINOIS.

15.3. WAIVER OF JURY TRIAL. THE BORROWER, THE AGENT AND EACH LENDER HEREBY
--------------------
WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR
INDIRECTLY, ANY MATTER (WHETHER SOUNDING
45

IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR
CONNECTED WITH ANY LOAN DOCUMENT OR THE RELATIONSHIP ESTABLISHED THEREUNDER.

15.4. WAIVER OF AND AGREEMENT TO TERMINATE AUTOMATIC STAY. EACH OF THE
---------------------------------------------------
BORROWER AND EACH GUARANTOR HEREBY AGREES THAT, IN THE EVENT THAT IT EVER
BECOMES A DEBTOR IN A CASE UNDER 11 U.S.C. (S)101 ET SEQ. (AS AMENDED), IT
HEREBY CONSENTS TO THE WAIVER OR TERMINATION OF THE AUTOMATIC STAY IMPOSED UNDER
SECTION 362(a) OF THAT STATUTE AND ANY OTHER STAY IMPOSED IN ANY SUCH CASE SO
THAT THE AGENT ON BEHALF OF THE LENDERS CAN PROCEED AGAINST THE COLLATERAL OF
THE BORROWER OR SUCH GUARANTOR GRANTED UNDER THE COLLATERAL DOCUMENTS.

[SIGNATURES BEGIN ON NEXT PAGE]

IN WITNESS WHEREOF, the Borrower, the Lenders and the Agent have executed
this Agreement as of the date first above written.

TRANSIT GROUP, INC.

By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------
Title: President
------------------

▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇