Overnite Corp – IPO: ‘S-1/A’ on 7/22/98 – EX-10.1

As of:  Wednesday, 7/22/98   ·   Accession #:  950130-98-3632   ·   File #:  333-53169

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Initial Public Offering (IPO):  Pre-Effective Amendment to Registration Statement (General Form)   —   Form S-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-1/A       Amendment No. 3 to Form S-1/A                          3     18K 
 2: EX-1.1      Form of Underwriting Agreement                        35    110K 
 3: EX-4.1      Specimen of Common Stock Certificate                   2     11K 
 4: EX-5        Opinion of Hunton & Williams Re. Legality              2      9K 
 5: EX-10.1     Form of Bank Credit Facility                          98    323K 
 6: EX-10.2     Stock Compensation Plan                               25     95K 
 7: EX-10.3     Stock Purchase & Indemnification Agreement            24     64K 
 8: EX-10.4     Services Agreement                                    10     27K 
 9: EX-10.5     Tax Allocation Agreement                              49    111K 
10: EX-10.6     Computer & Information Tech. Agreements               69    121K 
11: EX-10.7     Pension Plan Agreement                                 4     12K 

EX-10.1   —   Form of Bank Credit Facility
Exhibit Table of Contents

EX-10.1
1st Page of 98
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
                                                                    EXHIBIT 10.1

CREDIT AGREEMENT  

among 

Overnite Corporation  
and 
Overnite Transportation Company 
as Borrowers  

and 

The Lenders From Time 
To Time Parties Hereto, 
as Lenders  

with  

Crestar Bank, 
as Agent  

Dated as of August __, 1998 

EX-10.1
2nd Page of 98
TOC
1st
Previous
Next
↓Bottom
Just 2nd
TABLE OF CONTENTS 
----------------- 

                                                                [Download Table]
                                                                         
ARTICLE I   DEFINITIONS AND ACCOUNTING TERMS......................     1 
     Section 1.1        Definitions...............................     1 
     Section 1.2        Accounting Terms..........................    20 
     Section 1.3        Time Period Computations..................    20 

ARTICLE II  GENERAL PROVISIONS OF REVOLVING CREDIT FACILITY.......    20 
     Section 2.1        The Revolving Loans.......................    20 
     Section 2.2        Revolving Loan Borrowing Procedures.......    21 
     Section 2.3        Standby Letters of Credit.................    24 
     Section 2.4        Swing Line Loan Subfacility...............    29 

ARTICLE III INTEREST, FEES AND REPAYMENT..........................    32 
     Section 3.1        Interest on the Revolving Loans...........    32 
     Section 3.2        Regulatory Changes........................    32 
     Section 3.3        Interest After Due Date...................    33 
     Section 3.4        Payment and Computations..................    33 
     Section 3.5        Payment at Maturity.......................    36 
     Section 3.6        Prepayments; Certain Early Repayments.....    36 
     Section 3.7        Facility Fee, Administrative Fee, and            
                          Letter of Credit Fees...................    37 
     Section 3.8        LIBOR Conversion..........................    38 
     Section 3.9        Breakage, etc.............................    39 

ARTICLE IV  CONDITIONS PRECEDENT..................................    40 
     Section 4.1        Conditions Precedent......................    40 
     Section 4.2        Further Conditions Precedent to Loans and        
                         Standby Letters of Credit................    42 

ARTICLE V   REPRESENTATIONS.......................................    43 
     Section 5.1        Existence, Power and Authority............    43 
     Section 5.2        Authorization; Enforceable Obligations....    44 
     Section 5.3        No Legal Bar..............................    44 
     Section 5.4        Consents..................................    44 
     Section 5.5        Litigation................................    45 
     Section 5.6        No Default................................    45 
     Section 5.7        Financial Condition.......................    45 
     Section 5.8        Use of Proceeds...........................    45 
     Section 5.9        Borrowers Not Investment Companies........    46 
     Section 5.10       Taxes.....................................    46 

EX-10.1
3rd Page of 98
TOC
1st
Previous
Next
↓Bottom
Just 3rd
                                                                [Download Table]
                                                                         
     Section 5.11       Subsidiaries..............................    46 
     Section 5.12       Permits, Licenses, Etc....................    46 
     Section 5.13       Compliance With Laws......................    47 
     Section 5.14       OHI.......................................    48 
     Section 5.15       Amounts Owed to or from Affiliates;              
                         Intercompany Agreements..................    48 
     Section 5.16       Maintenance of Insurance..................    48 
     Section 5.17       Properties................................    49 
     Section 5.18       Change....................................    49 
     Section 5.19       Outstanding Letters of Credit, Suretyship        
                         Agreements and Similar Arrangements......    49 
     Section 5.20       Disclosure Generally......................    49 
     Section 5.21       Year 2000 Compliance......................    49 

ARTICLE VI  COVENANTS.............................................    50 
     Section 6.1        Affirmative Covenants.....................    50 
            (a)  Information......................................    50 
                 (i)    Audited Annual Financials.................    50 
                 (ii)   Quarterly Financial Statements............    50 
                 (iii)  Exchange Act and Securities Act Filings...    51 
                 (iv)   No Default................................    51 
                 (v)    Compliance................................    51 
                 (vi)   ERISA.....................................    51 
                 (vii)  Material Changes..........................    51 
                 (viii) Other Information.........................    52 
            (b)  Financial Covenants..............................    52 
                 (i)    Consolidated Indebtedness to Consolidated        
                         Cash Flow Ratio..........................    52 
                 (ii)   Consolidated Fixed Charge Ratio...........    52 
                 (iii)  Consolidated Tangible Net Worth Ratio.....    52 
            (c)  Proceeds.........................................    53 
            (d)  Payment of Debts and Taxes.......................    53 
            (e)  ERISA............................................    53 
            (f)  Conduct and Maintenance of Business..............    53 
            (g)  Preservation of Corporate Existence..............    54 
            (h)  Books and Records................................    54 
            (i)  Insurance........................................    54 
            (j)  Compliance with Laws.............................    54 
            (k)  Compliance with Loan Documents...................    54 
            (l)  Lending Relationship with the Agent..............    54 
            (n)  Notice of Default................................    55 

                                                                              ii

EX-10.1
4th Page of 98
TOC
1st
Previous
Next
↓Bottom
Just 4th
                                                                [Download Table]
                                                                         
            (o)  Notice of Environmental Claims...................    55 
            (p)  Payments Pari Passu..............................    55 
            (q)  Year 2000 Compliance.............................    55 
            (r)  Further Assurances...............................    55 
     Section 6.2        Negative Covenants........................    55 
            (a)  Liens............................................    56 
            (b)  Indebtedness.....................................    56 
            (c)  Capital Stock....................................    57 
            (d)  Loans............................................    57 
            (e)  No Merger or Acquisition.........................    58 
            (f)  Accounting Policies; Fiscal Year.................    59 
            (g)  Disposition of Assets............................    59 
            (h)  Permitted Investments............................    59 

ARTICLE VII EVENTS OF DEFAULT.....................................    59 
     Section 7.1        Events of Default.........................    59 

ARTICLE VIII THE AGENT............................................    62 
     Section 8.1        Appointment of Agent......................    62 
     Section 8.2        Nature of Duties; Non-Reliance on Agent          
                         and other Lenders........................    63 
     Section 8.3        Rights, Exculpation, Etc..................    64 
     Section 8.4        Reliance; Notice of Default...............    65 
     Section 8.5        Indemnification...........................    66 
     Section 8.6        The Agent Individually....................    66 
     Section 8.7        Successor Agent; Resignation of Agent.....    66 
     Section 8.8        Certain Matters Requiring the Consent of         
                         all Lenders..............................    67 
     Section 8.9        Defaulting Lenders Vote Not Counted.......    68 

ARTICLE IX MISCELLANEOUS..........................................    69 
     Section 9.1        Amendments and Waivers; Cumulative               
                         Remedies..................................   69 
     Section 9.2        Survival of Representations and                  
                         Warranties................................   69 
     Section 9.3        Supervening Illegality.....................   69 
     Section 9.4        No Reduction in Payments...................   70 
     Section 9.5        Stamp Taxes................................   70 
     Section 9.6        Notices....................................   70 
     Section 9.7        Governing Law..............................   72 
     Section 9.8        Successors and Assigns; Participations;          
                        Assignments................................   72 
     Section 9.9        Affirmative Rate of Interest Permitted by        
                         Law.......................................   73 

                                                                             iii

EX-10.1
5th Page of 98
TOC
1st
Previous
Next
↓Bottom
Just 5th
                                                                [Download Table]
                                                                         
     Section 9.10       Costs and Expenses; Indemnification........   74 
     Section 9.11       Set-Off; Suspension of Payment                   
                         and Performance...........................   75 
     Section 9.12       Sharing of Collections, Proceeds and             
                         Set-Offs; Application of Payments.........   75 
     Section 9.13       Lenders' Obligations Several; Independent        
                         Nature of Lenders' Rights.................   77 
     Section 9.14       Judicial Proceedings; Waiver of Jury             
                         Trial.....................................   77 
     Section 9.15       Integration................................   78 
     Section 9.16       Further Acts and Assurances................   78 
     Section 9.17       No Fiduciary Relationship..................   78 
     Section 9.18       Severability...............................   78 
     Section 9.19       Counterparts...............................   78 
     Section 9.20       Headings, Bold Type and Table of Contents..   79 

Schedule I              - Lender Commitments.......................    v 
Schedule 1.1            - Existing Liens...........................    v 
Schedule 5.5            - Litigation...............................    v 
Schedule 5.6            - Defaults.................................    v 
Schedule 5.11           - Subsidiaries.............................    v 
Schedule 5.15           - Intercompany Debts and Intercompany            
                           Agreements..............................    v 
Schedule 5.19           - Letters of Credit, Suretyship Agreements       
                           and Similar Arrangements................    v 
Exhibit A               Form of Revolving Note.....................    v 
Exhibit B               Form of Swing Line Note....................    v 
Exhibit C               Form of Borrowing Notice...................    v 

                                                                              iv

EX-10.1
6th Page of 98
TOC
1st
Previous
Next
↓Bottom
Just 6th
CREDIT AGREEMENT

   THIS CREDIT AGREEMENT, dated as of August __, 1998 (as amended,
modified, or otherwise supplemented from time to time, this "Agreement"), is by 
and among (i) OVERNITE CORPORATION, a Virginia corporation ("Parent Borrower"), 
and OVERNITE TRANSPORTATION COMPANY, a Virginia corporation ("Operating         
Borrower") (collectively, the "Borrowers"), (ii) THE LENDERS FROM TIME TO TIME  
PARTIES TO THIS AGREEMENT (each, a "Lender" and, collectively, the "Lenders")   
and (iii) CRESTAR BANK, a Virginia banking corporation in its separate capacity 
as agent for the Lenders hereunder (in such capacity, the "Agent").             

W I T N E S S E T H:
- - - - - - - - - - 

          WHEREAS, the Borrowers have requested the Lenders to make available to
the Borrowers a revolving line of credit for loans and letters of credit up to  
an aggregate of $200,000,000 for the purpose of Parent Borrower's acquisition of
Overnite Holding, Inc. and Operating Borrower from Union Pacific Corporation and
working capital and other requirements of the Borrowers, in each case upon the  
terms and conditions set forth herein; and                                      

    WHEREAS, the Lenders are willing to make the loans and issue the
letters of credit to the Borrowers, and the Agent is willing to act as "Agent", 
upon the terms and subject to the conditions and provisions set forth herein;   

         NOW, THEREFORE, in consideration of the premises and mutual covenants
and agreements herein contained, the Borrowers, the Lenders and the Agent hereby
agree as follows:                                                               

ARTICLE I 

DEFINITIONS AND ACCOUNTING TERMS

        Section I.1  Definitions.  As used in this Agreement, and unless the
-----------                       
context requires a different meaning, the following terms shall have the        
meanings indicated (such meanings to be, when appropriate, equally applicable to
both the singular and plural forms of the terms defined):                       

          "Accumulated Funding Deficiency" has the meaning ascribed to that term
------------------------------                            
in ERISA Section 302.                                                 

EX-10.1
7th Page of 98
TOC
1st
Previous
Next
↓Bottom
Just 7th
       "Administrative Fee" has the meaning specified in Section 3.7(b) of
------------------                                        
this Agreement.                                                       

    "Administrative Fee Letter" has the meaning specified in Section
-------------------------                                 
    3.7(b) hereof, and shall include any amendment, modification or supplement
thereof.                                                              

          "Affected Advance" has the meaning specified in Section 3.8(d) of this
----------------                                          
Agreement.                                                            

       "Affiliate" means, with respect to a Person, any other Person that,
---------                                                 
    directly or indirectly through one or more intermediaries, controls, or is
 controlled by, or is under common control with, such first Person.  For
purposes of this definition, "control" (including, with correlative   
     meanings, the terms "controlling", "controlled by" or "under common control
with"), as applied to any Person, means the possession, directly or   
indirectly, of the power to vote 10% or more of the securities having 
   voting power for the election of directors of such Person or otherwise to
direct or cause the direction of the management and policies of that  
   Person, whether through the ownership of voting securities or by contract
or otherwise.                                                         

       "Agent" has the meaning specified in the preamble of this Agreement
-----                                                     
    and shall include any successor Agent appointed pursuant to Section 8.7 of
this Agreement.                                                       

     "Agent Lending Office" or "Lending Office of the Agent" means the
--------------------      ---------------------------     
    Agent's offices at Crestar Bank, 919 East Main Street, Richmond, VA 23219,
    Attention:  Keith A. Hubbard, or such other office in the United States of
    America of Agent as it may from time to time designate to the Borrowers or
the Lenders by written notice.                                        

"Aggregate Commitment" means $200,000,000.00.               
--------------------                                      

 "Agreement" has the meaning specified in the preamble of this
---------                                                 
Agreement.                                                            

   "Applicable Facility Fee" means, for any period, a facility fee
-----------------------                                   
    (stated in basis points) determined based upon the Borrowers' Consolidated
Leverage Ratio, as set forth below:                                   

                                                                               2

EX-10.1
8th Page of 98
TOC
1st
Previous
Next
↓Bottom
Just 8th
                                                                [Download Table]

---------------------------------------------------------------------------
      Consolidated                 Applicable Facility Fee                 
      Leverage Ratio                    (basis points)                     
---------------------------------------------------------------------------
                                                                           
    less than 2.5                         17.5                             
less than 2.0 more than 2.5                          15                    
less than 1.5 more than 2.0                          12.5                  
less than 1.0 more than 1.5                          10                    
   more than  1.0                                     8.5                  
---------------------------------------------------------------------------

      "Applicable LIBOR Margin" means, for any period, a number of basis
-----------------------                                   
     points, based upon the Borrowers' Consolidated Leverage Ratio, as set forth
below:                                                                

                                                                [Download Table]

 ---------------------------------------------------------------------------
       Consolidated                 Applicable LIBOR Margin                 
       Leverage Ratio                    (basis points)                     
 ---------------------------------------------------------------------------
                                                                            
     less than 2.5                                      65.5                
less than 2.0 more than 2.5                             53                  
less than 1.5 more than 2.0                             46.5                
less than 1.0 more one  1.5                             41                  
        more than 1.0                                   35.5                
 ---------------------------------------------------------------------------

 "Applicable LIBOR Rate" means, for any period, LIBOR plus the
---------------------                                     
Applicable LIBOR Margin.                                              

        "Authorized Officer" means any of the Chief Executive Officer, Chief
------------------                                        
Financial Officer or Treasurer of any Person which is a corporation,  
partnership, or other business organization.                          

          "Bank Governmental Body" means (a) the United States of America or any
----------------------                                    
State thereof or any department, agency, commission, board, bureau or 
   instrumentality of the United States of America or any State thereof, and
  (b) any quasi-governmental authority, agency or authority (including any
    central bank) exercising regulatory authority over the Lenders pursuant to
applicable law in respect of the transactions contemplated by this    
Agreement.                                                            

                                                                               3

EX-10.1
9th Page of 98
TOC
1st
Previous
Next
↓Bottom
Just 9th
     "Bankruptcy Code" means Title 11 of the United States Code or any
---------------                                           
     similar or successor federal law for the relief of debtors, as the same may
be amended from time to time.                                         

          "Base Rate" means the higher of (a) the Prime Rate and (b) the Federal
---------                                                 
Funds Rate plus 0.50%.                                                

  "Base Rate Period" means any 30-day period in respect of which
----------------                                          
    interest accrues on the Revolving Loans bearing interest at the Base Rate.

"Benefit Plan" means any employee benefit plan (including a 
------------                                              
     Multiemployer Benefit Plan), the funding requirements of which (under ERISA
 Section 302 or Section 412 of the Code) are, or at any time within five
     years immediately preceding the time in question were, in whole or in part,
the responsibility of the Borrowers or an ERISA Affiliate.            

"Borrowers" means Parent Borrower and Operating Borrower.   
---------                                                 

"Borrowers' Account" means the bank account of the Borrowers
------------------                                        
 maintained with the Agent for general purposes and assigned the account
number designated by the Agent in writing to the Borrowers.           

          "Borrowing Notice" has the meaning specified in Section 2.2(a) of this
----------------                                          
Agreement.                                                            

      "Breakage Period" has the meaning specified in Section 3.9 of this
---------------                                           
Agreement.                                                            

       "Business Day" means any day on which commercial banks are open for
------------                                              
business (and not required or authorized by law to close) in Richmond,
Virginia.                                                             

       "Capital Expenditures" means all expenditures classified as capital
--------------------                                      
expenditures in accordance with GAAP.                                 

          "Capital Lease" of any Person means any lease of any property (whether
-------------                                             
  real, personal or mixed) by such Person (as lessee or guarantor or other
    surety) which would, in accordance with GAAP, be required to be classified
 and accounted for as a capital lease on a balance sheet of such Person.

          "Capital Stock" means any and all shares, interests, participations or
-------------                                             
   other equivalents (however designated) of capital stock of a corporation,
any and all                                                           

                                                                               4

EX-10.1
10th Page of 98
TOC
1st
Previous
Next
↓Bottom
Just 10th
  equivalent ownership interests in a Person other than a corporation, and
any and all warrants or options to purchase any of the foregoing.     

        "Cash Equivalents" means securities or other instruments of the type
----------------                                          
described in (i) clauses (a) and (b) of the definition of Permitted   
Investment, provided such obligations have a maturity of not more than
--------                                      
twelve (12) months from the date purchased, (ii) clause (c) of the    
definition of Permitted Investment, provided such instruments have a  
          --------
maturity of not more than 270 days from the date purchased, and (iii) 
clause (d) of the definition of Permitted Investment, provided such   
                                              --------
     commercial paper has a maturity of not greater than six (6) months from the
date purchased.                                                       

  "Change in Control" means one or more of the following events:
-----------------                                         

         (a)  if any Person (including a person as defined in Section 3(a)(9),
     Section 13(d) or Section 14(d) of the Exchange Act) is or becomes the owner
  or beneficial owner, directly or indirectly, of securities of the Parent
  Borrower representing fifty percent (50%) or more of the combined voting
power of the Parent Borrower's then outstanding securities (the term  
   "beneficial owner" as used herein shall include but not be limited to any
    person with the attributes or interests described in Rule 13d-3 (as now in
effect or as amended) promulgated under the Exchange Act); or         

         (b)  (i)  the shareholders of the Parent Borrower approve one or more
 mergers, consolidations or combinations of the Parent Borrower with any
    other corporations or entities which, if consummated prior to the Maturity
Date, would result in (x) the voting securities of the Parent Borrower
    outstanding the day following the Effective Date (together with any voting
 securities issued by the Parent Borrower permitted under Section 6.2(c)
herein) representing less than 50% of the combined voting power of the
voting securities of the Parent Borrower or such surviving entity     
immediately after consummation of any such merger, consolidation or   
  combination, or (y) after giving effect to such merger, consolidation or
   combination, a change in the person holding the Office of Chief Executive
   Officer, President, Chief Operating Officer or Chief Financial Officer of
   the Parent Borrower relative to the person holding such respective office
immediately prior to giving effect to such merger, consolidation or   
     combination, or (ii) the shareholders of the Parent Borrower approve a plan
of liquidation of the Parent Borrower or an agreement for the sale,   
    disposition or transfer by the Parent Borrower of all or substantially all
the assets of the Borrowers and their Consolidated Subsidiaries.      

                                                                               5

EX-10.1
11th Page of 98
TOC
1st
Previous
Next
↓Bottom
Just 11th
        "Code" means the Internal Revenue Code of 1986, as amended from time
----                                                      
to time, and any successor Federal statute.                           

        "Commitment" means, with respect to each Lender's commitment to make
----------                                                
  Revolving Loans and to issue (or participate in the issuance of) Standby
Letters of Credit, the aggregate Dollar amount set forth on Schedule I
hereto opposite such Lender's name under the heading "Commitment" or  
 assigned to it in accordance with Section 9.8(c), as such amount may be
reduced or otherwise adjusted from time to time in accordance with the
provisions of this Agreement.                                         

         "Consolidated Cash Flow" means, as computed at any time and from time
----------------------                                    
 to time, the sum of the Borrowers' and their Consolidated Subsidiaries'
     Consolidated Net Income plus income taxes (other than income taxes excluded
from the definition of Consolidated Net Income), interest charges,    
  depreciation, amortization expenses (including amortization of goodwill)
    and the amount of all rental expenses under operating leases, in each case
     to the extent such items are taken into account in determining Consolidated
Net Income.                                                           

       "Consolidated Indebtedness" means Indebtedness of the Borrowers and
-------------------------                                 
 their Consolidated Subsidiaries, as determined in accordance with GAAP.

 "Consolidated Leverage Ratio" means the ratio of Consolidated
---------------------------                               
Indebtedness to Consolidated Cash Flow.                               

         "Consolidated Net Income" means, for any period, the consolidated net
-----------------------                                   
     income of the Borrowers and their Consolidated Subsidiaries for any period,
as determined in accordance with GAAP, provided that there shall be   
                --------
  excluded therefrom (a) the net income (or deficit) of any Person accrued
     prior to the date it becomes a Consolidated Subsidiary or is merged into or
   consolidated with Borrowers or any Consolidated Subsidiary except mergers
     accounted for under the pooling of interests method, (b) the net income (or
deficit) of any Person (other than a Consolidated Subsidiary) in which
     Borrowers or any Consolidated Subsidiary have an ownership interest, except
     to the extent that Borrowers or such Consolidated Subsidiary have received,
   or have the right to receive, such income, (c) the undistributed earnings
of any Subsidiary to the extent that the declaration or payment of    
  dividends or similar distributions by such Subsidiary is not at the time
    permitted by the terms of any contractual obligation or requirement of law
  applicable to such Subsidiary, (d) any aggregate net gain or loss during
     such period arising from the sale, exchange or other disposition of capital
assets (such term to include all fixed assets, whether tangible or    
                                                                               6

EX-10.1
12th Page of 98
TOC
1st
Previous
Next
↓Bottom
Just 12th
     intangible, all inventory sold in conjunction with the disposition of fixed
   assets and all securities) other than in the ordinary and usual course of
   its business, net of any related provision for taxes, (e) any write-up or
     write-down of any asset net of any related provision for taxes, (f) any net
  gain from the collection of the proceeds of life insurance policies, (g)
any gain arising from the acquisition of any securities, or the       
extinguishment, under GAAP, of any Indebtedness of Borrowers or any   
Subsidiary, (h) any extraordinary gain or loss, realized during such  
period, net of any related provision for taxes, (i) in the case of a  
    successor to Parent Borrower by consolidation or merger or as a transferee
     of its assets, any net income or loss of the successor corporation prior to
such consolidation, merger or transfer of assets, and (j) any deferred
   credit representing the excess of equity in any Subsidiary at the date of
acquisition over the cost of the investment in such Subsidiary.       

         "Consolidated Net Worth" means, as computed at any time and from time
----------------------                                    
  to time, the excess of Consolidated Total Assets over Consolidated Total
Liabilities.                                                          

      "Consolidated Subsidiary" means with respect to any Person, at any
-----------------------                                   
     time, any Subsidiary or other Person the accounts of which are consolidated
     with those of such first Person in its consolidated financial statements as
of such time prepared in accordance with GAAP.                        

          "Consolidated Tangible Net Worth" means, as to the Borrowers and their
-------------------------------                           
    Consolidated Subsidiaries at any date of determination thereof, the sum at
such time of:  the Consolidated Net Worth of the Borrowers and their  
 Consolidated Subsidiaries less, with respect to the Borrowers and their
Consolidated Subsidiaries, the total of (a) all assets which would be 
     classified as intangible assets under GAAP consistently applied and (b) any
   revaluation or other write-up in book value of assets following September
30, 1998.                                                             

     "Consolidated Total Assets" means all assets of the Borrowers and
-------------------------                                 
their Subsidiaries, computed at any time and from time to time on a   
    consolidated basis, which would be classified, in accordance with GAAP, as
     total assets of a corporation conducting a business the same as, or similar
in nature to, the business conducted by the Borrowers and their       
Subsidiaries.                                                         

 "Consolidated Total Liabilities" means all liabilities of the
------------------------------                            
 Borrowers and their Subsidiaries, computed at any time and from time to
     time on a consolidated basis, which would be classified, in accordance with
GAAP, as total liabilities of a                                       

                                                                               7

EX-10.1
13th Page of 98
TOC
1st
Previous
Next
↓Bottom
Just 13th
     corporation conducting a business the same as, or similar in nature to, the
business conducted by the Borrowers and their Subsidiaries.           

    "Credit Agreement Related Claim" means any claim (whether civil,
------------------------------                            
criminal or administrative and whether sounding in tort, contract or  
   otherwise) in any way arising out of, related to, or connected with, this
Agreement or any other Loan Document or the relationships established 
hereunder or thereunder.                                              

          "Default Rate" means the rate of interest applicable under Section 3.3
------------                                              
of this Agreement from time to time.                                  

         "Dollars", "U.S.$" and the sign "$" mean such coin or currency of the
-------                                                   
   United States of America as at the time shall constitute legal tender for
the payment of public and private debts.                              

 "Drawing" has the meaning specified in Section 2.3(e) of this
-------                                                   
Agreement.                                                            

     "Effective Date" has the meaning specified in Section 4.1 of this
--------------                                            
Agreement.                                                            

         "Environmental Control Statutes" shall mean each and every applicable
------------------------------                            
   federal, state, county or municipal statute, ordinance, rule, regulation,
 order, directive or requirement, together  with all successor statutes,
    ordinances, rules, regulations, orders, directives or requirements, of any
Governmental Authority, including without limitation laws in any way  
related to Hazardous Substances.                                      

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
-----                                                     
amended from time to time.                                            

       "ERISA Affiliate" means any Person, including a Subsidiary or other
---------------                                           
Affiliate, that is a member of any group of organizations within the  
   meaning of Code Sections 414(b), (c), (m) or (o) of which Borrowers are a
member.                                                               

       "Event of Default" has the meaning specified in Section 7.1 of this
----------------                                          
Agreement.                                                            

         "Exchange Act" means the Securities Exchange Act of 1934, as amended,
------------                                              
and any successor Federal statute.                                    

      "Facility Fee" has the meaning specified in Section 3.7(a) of this
------------                                              
Agreement.                                                            

                                                                               8

EX-10.1
14th Page of 98
TOC
1st
Previous
Next
↓Bottom
Just 14th
        "Federal Funds Rate" means, for any day, the rate per annum (rounded
------------------                                        
   upward to the nearest 1/100th of 1%) equal to the weighted average of the
   rates on overnight Federal funds transactions with members of the Federal
Reserve System arranged by the Federal Reserve Bank of New York on the
     Business Day next succeeding such day; provided that (a) if such day is not
                --------
   a Business Day, the Federal Funds Rate for such day shall be such rate on
 such transactions on the next preceding Business Day and (b) if no such
rate is so published on such next succeeding Business Day, the Federal
  Funds Rate for such day shall be the average rate quoted to the Agent on
such day on such transactions as determined by the Agent.             

     "Fee Payment Date" means (a) in the case of the Facility Fee, the
----------------                                          
first Business Day following the end of any Fiscal Quarter (or part   
     thereof), (b) in the case of the Administrative Fee, the first Business Day
 following each annual anniversary of the Effective Date, and (c) in the
     case of the L/C Fronting Fee, on the date of issuance of the Standby Letter
of Credit to which such fees relate.                                  

    "Final Prospectus" means the final prospectus filed with the SEC
----------------                                          
pursuant to SEC Rule 424 in connection with the Parent Borrower Public
Offering.                                                             

      "Fiscal Quarter" means the quarter, during any Fiscal Year, ending
--------------                                            
March 31, June 30, September 30 and December 31.                      

     "Fiscal Year" has the meaning specified in Section 6.1(a) of this
-----------                                               
Agreement.                                                            

         "Form 8-K" means Form 8-K as prescribed by the SEC under the Exchange
--------                                                  
Act.                                                                  

  "Form 10-K" means Form 10-K as prescribed by the SEC under the
---------                                                 
Exchange Act.                                                         

  "Form 10-Q" means Form 10-Q as prescribed by the SEC under the
---------                                                 
Exchange Act.                                                         

      "Funding Date" means the date on which any loan shall be made by a
------------                                              
Lender to the Borrowers hereunder.                                    

         "GAAP" means generally accepted accounting principles as set forth in
----                                                      
   the opinions and pronouncements of the Accounting Principles Board of the
American Institute of Certified Public Accountants and statements and 

                                                                               9

EX-10.1
15th Page of 98
TOC
1st
Previous
Next
↓Bottom
Just 15th
  pronouncements of the Financial Accounting Standards Board or such other
     statements by such other Person as may be approved by a significant segment
of the accounting profession in the United States.                    

         "Governmental Authority" means any nation or government, any state or
----------------------                                    
  other political subdivision thereof and any entity exercising executive,
legislative, judicial, regulatory or administrative functions of or   
pertaining to government.                                             

        "Hazardous Substance" means (a) any substance designated pursuant to
-------------------                                       
  section 311(b)(2)(A) of the Federal Water Pollution Control Act, (b) any
  element, compound, mixture, solution or substance designated pursuant to
   section 102 of CERCLA, (c) any hazardous waste having the characteristics
identified under or listed pursuant to section 3001 of the Solid Waste
     Disposal Act (but not including any waste the regulation of which under the
  Solid Waste Disposal Act has been suspended by Act of Congress), (d) any
    toxic pollutant listed under section 307(a) of the Federal Water Pollution
  Control Act, (e) any hazardous air pollutant listed under section 112 of
   the Clean Air Act, and (f) any imminently hazardous chemical substance or
   mixture with respect to which the Administrator has taken action pursuant
  to section 7 of the Toxic Substances Control Act.  The term specifically
   includes petroleum, including crude oil or any faction thereof, asbestos,
   asbestos containing materials and urea formaldehyde insulation.  The term
   does not include natural gas, natural gas liquids, liquefied natural gas,
or synthetic gas useable for fuel (or mixtures of natural gas and such
synthetic gas).                                                       

    "Indebtedness" means, without duplication, all (a) indebtedness,
------------                                              
 obligations and liabilities now existing or hereafter arising for money
borrowed by the Borrowers or any Subsidiary thereof, whether or not   
evidenced by a note, indenture or other agreement (including, without 
     limitation, the Revolving Notes and the Swing Line Note), (b) reimbursement
  or indemnification obligations in respect of any letter of credit issued
for the account of the Borrowers or any Subsidiary thereof (other than
    letters of credit related to State Payment Obligations), (c) reimbursement
or indemnification obligations in respect of any guarantee, suretyship
 agreement or similar agreement issued on behalf of the Borrowers or any
   Subsidiary thereof (other than such obligations in respect of guarantees,
suretyship agreements, and other similar arrangements related to State
Payment Obligations), (d) guarantees, suretyship agreements, and other
  similar arrangements effecting the assumption of a debt or obligation of
    any Person (other than the Borrowers or a Consolidated Subsidiary thereof)
    as to which one or more of the Borrowers or a Consolidated Subsidiary have
a                                                                     

                                                                              10

EX-10.1
16th Page of 98
TOC
1st
Previous
Next
↓Bottom
Just 16th
reimbursement or indemnification obligation, or the endorsement of any
     promissory note or other instrument or obligation of any Person (other than
the Borrowers or a Consolidated Subsidiary), (e) obligations of the   
   Borrowers or any Subsidiary thereof as lessee under any Capital Lease (as
 reflected on a balance sheet prepared in accordance with GAAP), (f) all
  obligations of the Borrowers or any Subsidiary thereof in respect of any
interest rate or currency swap, rate cap or other similar transaction 
     (valued in an amount equal to the highest termination payment, if any, that
  would be payable by such Person upon termination of such transaction for
any reason on the date of determination); (g) all amounts owing by the
     Borrowers or any Subsidiary thereof under purchase money mortgages or other
purchase money liens or conditional sales or other title retention    
  agreements and (h) all indebtedness secured by purchase money mortgages,
liens, security interests, conditional sales or other title retention 
   agreements upon property owned by the Borrowers or any Subsidiary thereof
   (whether or not the Borrowers or Subsidiary have assumed or become liable
for the payment of such indebtedness).                                

        "Indemnified Person" has the meaning specified in Section 9.10(b) of
------------------                                        
this Agreement.                                                       

 "Initial Fiscal Quarter" has the meaning specified in Section
----------------------                                    
6.1(b)(i) of this Agreement.                                          

          "Intercompany Agreements" has the meaning specified in Section 5.16(b)
-----------------------                                   
of this Agreement.                                                    

       "Intercompany Debt" has the meaning specified in Section 5.16(a) of
-----------------                                         
this Agreement.                                                       

    "Interest Payment Date" means (a) in the case of Revolving Loans
---------------------                                     
  bearing interest at the Base Rate, the last Business Day of the calendar
quarter (or part thereof) in which interest accrues on such Revolving 
   Loans, (b) in the case of LIBOR Loans, the expiration of the LIBOR Period
     in respect of such LIBOR Loans, (c) in the case of any Swing Line Loans, on
 the last Business Day of the Swing Line Period in respect of such Swing
    Line Loans, and (d) in the case of any interest period exceeding three (3)
months or ninety (90) days, as the case may be, those days that occur 
     during such interest period at intervals of three months or ninety days, as
the case may be, after the first day of such Interest Period.         

                                                                              11

EX-10.1
17th Page of 98
TOC
1st
Previous
Next
↓Bottom
Just 17th
"Investment" in any Person means, without duplication:      
----------                                                

(a) the acquisition (whether for cash, property, services or
securities or otherwise) of Capital Stock, bonds, notes, debentures,  
 partnership, limited liability company, or other ownership interests or
other securities of such Person; and                                  

       (b) any deposit with, or advance, loan or other extension of credit
to, such Person or guarantee or assumption of, or other contingent    
obligation with respect to, Indebtedness of such Person, other than   
     Indebtedness and guarantees permitted by Section 6.2(b) and Loans permitted
by Section 6.2(d).                                                    

      "Issuing Lender" means, initially, the Agent and, thereafter, such
--------------                                            
   other Lender as from time to time shall agree to act as the issuer of the
Standby Letters of Credit by notice to the Lenders, the Agent and the 
Borrowers.                                                            

 "L/C Fee" has the meaning specified in Section 2.3(b) of this
-------                                                   
Agreement.                                                            

      "L/C Fee Payment Date" means the last Business Day of the calendar
--------------------                                      
quarter.                                                              

          "L/C Fronting Fee" has the meaning specified in Section 2.3(b) of this
----------------                                          
Agreement.                                                            

        "Lender" or "Lenders" have the meanings specified in the preamble of
------      -------                                       
this Agreement.                                                       

         "Lender Availability" means, as of any date of determination and with
-------------------                                       
   respect to each Lender, the amount determined by deducting (a) the amount
  of such Lender's Pro Rata Share of the Total Outstanding Amount from (b)
                                                              ----
the amount of such Lender's Pro Rata Share of the Revolving Loan      
Commitment.                                                           

      "LIBOR" means, with respect to any LIBOR Period, (a) the per annum
-----                                                     
   interest rate (rounded upward to the nearest 1/100th of 1%) determined on
     the basis of the offered rates for Dollar deposits for a term comparable to
   such LIBOR Period and in an amount substantially equal to the outstanding
 amount of the Revolving Loans in respect of which such determination is
made which appear on the Bloomberg Screen Page BBAM1 as of 11:00 a.m. 
     (London time) on the day that is two LIBOR Business Days prior to the first
day of such LIBOR Period, divided by (b) a number equal to 1.00 minus 
-------           
the LIBOR Reserve Rate.                                               

                                                                              12

EX-10.1
18th Page of 98
TOC
1st
Previous
Next
↓Bottom
Just 18th
         "LIBOR Business Day" means any day on which commercial banks are open
------------------                                        
for international business (including dealings in Dollar deposits) in 
     London or such other Euro-dollar interbank market as may be selected by the
Agent in its sole discretion.                                         

          "LIBOR Conversion" has the meaning specified in Section 3.8(a) of this
----------------                                          
Agreement.                                                            

         "LIBOR Conversion Notice" has the meaning specified in Section 3.8(a)
-----------------------                                   
of this Agreement.                                                    

      "LIBOR Loans" means the Revolving Loans which bear interest at the
-----------                                               
Applicable LIBOR Rate.                                                

     "LIBOR Period" means the one month, two month, three month or six
------------                                              
month interest period selected by the Borrowers pursuant to any LIBOR 
Conversion Notice.                                                    

         "LIBOR Reserve Rate" means, for any day with respect to a LIBOR Loan,
------------------                                        
the maximum rate (expressed as a decimal) at which a Lender would be  
    required to maintain reserves under Regulation D of the Board of Governors
of the Federal Reserve System, as amended from time to time (or any   
  successor or similar regulations relating to such reserve requirements),
    against "Eurocurrency liabilities" (as that term is used in Regulation D),
if such liabilities were outstanding.  The LIBOR Reserve Rate shall be
     adjusted automatically on and as of the effective date of any change in the
LIBOR Reserve Rate.                                                   

         "Lien" of any Person means any mortgage, deed of trust, lien, pledge,
----                                                      
adverse interest in property, charge, security interest or other      
encumbrance in or on, or any interest or title of any vendor, lessor, 
  lender or other secured party to or of such Person under any conditional
   sale or other title retention agreement or Capital Lease with respect to,
any property or asset owned or held by such Person, or the signing or 
filing of any security agreement with respect to any of the foregoing 
 authorizing any other party as the secured party thereunder to file any
financing statement.                                                  

         "Loan" means any Revolving Loan (whether bearing interest at the Base
----                                                      
    Rate or Applicable LIBOR Rate) or Swing Line Loan, and "Loans" shall mean,
                                               -----
 collectively, all Revolving Loans (whether bearing interest at the Base
Rate or Applicable LIBOR Rate) and Swing Line Loans.                  

                                                                              13

EX-10.1
19th Page of 98
TOC
1st
Previous
Next
↓Bottom
Just 19th
         "Loan Documents" means this Agreement, the Revolving Notes, the Swing
--------------                                            
Line Note, and the Administrative Fee Letter.                         

        "Mandatory Borrowing" has the meaning specified in Section 2.4(e) of
-------------------                                       
this Agreement.                                                       

"Maturity Date" means August ___, 2003.                     
-------------                                             

     "Multiemployer Plan" means any "multiemployer plan" as defined in
------------------                                        
    ERISA Section 4001(a)(3) to which the Borrowers or any ERISA Affiliate are
    making or accruing an obligation to make contributions, or have within any
 of the preceding three plan years made or accrued an obligation to make
contributions.                                                        

     "Note" means each of the Revolving Notes and the Swing Line Note.
----                                                      

"Obligations" means all now existing or hereafter arising   
-----------                                               
  indebtedness, obligations, liabilities and covenants of the Borrowers to
the Lenders or the Agent, their respective Affiliates or permitted    
successors and assigns or any other Indemnified Person, in each case  
  arising under or evidenced by this Agreement or any other Loan Document,
whether direct or indirect, absolute or contingent, now or hereafter  
existing, or due or to become due.                                    

       "OHI" means Overnite Holding, Inc., a Delaware corporation and 100%
---                                                       
owned Subsidiary of Parent Borrower.                                  

          "Operating Borrower" means Overnite Transportation Company, a Virginia
------------------                                        
corporation and 100% owned Subsidiary of OHI.                         

          "Optional Prepayment" means the optional prepayment of Revolving Loans
-------------------                                       
    pursuant to Section 3.6(b) of this Agreement or the optional prepayment of
Swing Line Loans pursuant to Section 2.4(f) of this Agreement, as the 
context shall require.                                                

         "Parent Borrower" means Overnite Corporation, a Virginia corporation.
---------------                                           

      "Parent Borrower Public Offering" means the Parent Borrower Public
-------------------------------                           
Offering of Common Stock of Parent Borrower pursuant to the Form S-1  
     Registration Statement, Registration Number 333-53169, initially filed with
the SEC on May 20, 1998, as amended.                                  

                                                                              14

EX-10.1
20th Page of 98
TOC
1st
Previous
Next
↓Bottom
Just 20th
 "PBGC" means the Pension Benefit Guaranty Corporation and any
----                                                      
successor Federal Agency.                                             

      "Permitted Investment" means each of (a) direct obligations of the
--------------------                                      
United States of America, and agencies thereof; (b) obligations fully 
 guaranteed by the United States of America; (c) certificates of deposit
issued by, or bankers' acceptance of, or time deposits with, any bank,
trust company or national banking association incorporated or doing   
business under the laws of the United States of America or one of the 
     states thereof having combined capital and surplus and retained earnings of
  at least $100,000,000; (d) commercial paper of companies having a rating
assigned to such commercial paper by Standard & Poor's Corporation or 
 Moody's Investors Service, Inc. (or, if neither such organization shall
     rate such commercial paper at any time, by any nationally recognized rating
organization in the United States of America) of at least A-2 or P-2, 
respectively; (e) registered investment companies that limit their    
     investments to the instruments described in clauses (a) through (d) hereof;
(f) overnight repurchase agreements based on securities of the types  
 described in clauses (a) and (b) with a bank, trust company or national
   banking association satisfying the requirements of clause (c); or (g) any
 other investment (including, without limitation, investments in Persons
  that do not become Subsidiaries as a result of the investment), provided
                                                                  --------
the aggregate amount of all investments referred to in this clause (g)
shall not exceed $6,000,000.00.                                       

"Permitted Liens" means:                                    
---------------                                           

       (a) any Liens for current taxes, assessments and other governmental
 charges not yet due and payable or being contested in good faith by the
   Borrowers or one or more of their Subsidiaries by appropriate proceedings
   and for which adequate reserves have been established by the Borrowers or
one or more of their Subsidiaries as reflected in Borrowers' financial
statements;                                                           

   (b) any mechanic's, materialman's, carrier's, warehousemen's or
    similar Liens for sums not yet due or being contested in good faith by the
   Borrowers or one or more of their Subsidiaries by appropriate proceedings
   and for which adequate reserves have been established by the Borrowers or
one or more of their Subsidiaries as reflected in Borrowers' financial
statements;                                                           

   (c) any Liens in favor of the Lenders under the Loan Documents;

(d) easements, rights-of-way, restrictions and other similar
  encumbrances on the real property or fixtures of the Borrowers or one or
more                                                                  

                                                                              15

EX-10.1
21st Page of 98
TOC
1st
Previous
Next
↓Bottom
Just 21st
 of their Subsidiaries incurred in the ordinary course of business which
     individually or in the aggregate are not substantial in amount and which do
   not in any case materially detract from the value of the property subject
thereto or interfere with the ordinary conduct of the business of the 
Borrowers or any of their Subsidiaries;                               

        (e) Liens (other than Liens imposed on any property of the Borrowers
 or one or more of their Subsidiaries or any ERISA Affiliate pursuant to
     ERISA or Section 412 of the Code) incurred or deposits made in the ordinary
course of business, including Liens in connection with workers'       
     compensation, unemployment insurance and other types of social security and
Liens to secure performance of tenders, statutory obligations, trade  
  contracts (other than for Indebtedness), surety and appeal bonds (in the
case of appeal bonds such Lien shall not secure any reimbursement or  
  indemnity obligation in an amount greater than $1,000,000), bids, leases
   that are not Capital Leases, performance bonds, sales contracts and other
similar obligations, deposits securing liability to insurance carriers
    under insurance or self-insurance arrangements, in each case, not incurred
 in connection with the obtaining of credit or the payment of a deferred
  purchase price, and which do not, in the aggregate, result in a material
    adverse effect on the business, operations, assets or condition (financial
or otherwise) of the Borrowers or one or more of their Subsidiaries;  

        (f) any Liens existing upon the date hereof as set forth in Schedule
1.1 hereto;                                                           

   (g) Liens securing obligations incurred to finance the deferred
   purchase price of property, provided that (i) such Liens shall be created
--------      
    within 120 days after the acquisition of such property, (ii) such Liens do
   not at any time encumber any property other than the property financed by
     such obligations, (iii) the amount of the obligation secured thereby is not
  increased, and (iv) the principal amount of an obligation secured by any
  such Lien shall at no time exceed the lesser of (A) 100% of the original
  purchase price of such property and (B) the fair value (as determined in
good faith by the Board of Directors of the Parent Borrower) of such  
property at the time it was acquired;                                 

         (h) Liens securing obligations assumed in connection with Investments
 made in accordance with Sections 6.2(e) and (h), provided that (i) such
                                    --------
Liens exist at the time of the Investment and were not created in     
anticipation thereof, (ii) any such Lien is not spread to cover any   
additional property or assets after                                   

                                                                              16

EX-10.1
22nd Page of 98
TOC
1st
Previous
Next
↓Bottom
Just 22nd
     the time of such Investment, and (iii) the amount of the obligation secured
by any such Lien is not increased; and                                

(i) other Liens not to exceed $2,000,000 in the aggregate.  

      "Permitted Uses" means (a) a $105,000,000 payment to Union Pacific
--------------                                            
 Corporation in connection with Parent Borrower's acquisition of OHI and
   Operating Borrower, (b) working capital, (c) capital expenditures made in
compliance with this Agreement, (d) letters of credit, and (e) general
corporate purposes.                                                   

       "Person" means an individual, partnership, corporation (including a
------                                                    
 business trust), limited liability company, joint stock company, trust,
    unincorporated association, joint venture or other entity, or a government
or any political subdivision or agency thereof.                       

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

      "Prepayment Date" has the meaning specified in Section 9.3 of this
---------------                                           
Agreement.                                                            

          "Prime Rate" means the rate of interest established and announced from
----------                                                
     time to time by the Agent as its Prime Rate, it being understood and agreed
   that the Prime Rate is used as a reference for fixing the lending rate on
   commercial loans and is not necessarily the lowest or most favorable rate
     of interest charged by the Agent on such loans.  The Prime Rate, as applied
     to the Revolving Loans, will be changed on the same day as change occurs in
   the Agent's Prime Rate, in accordance with the Agent's standard practices
in effect from time to time with respect to the administration of     
commercial loans.                                                     

     "Prohibited Transaction" has the meaning ascribed to such term in
----------------------                                    
ERISA.                                                                

    "Pro Rata Share" means, as of any date of determination and with
--------------                                            
respect to any Lender, a fraction (expressed as a percentage), the    
    numerator of which shall be the amount of such Lender's Commitment and the
  denominator of which shall be the aggregate amount of Commitments of all
     Lenders, as such Commitments may be reduced or otherwise adjusted from time
to time in accordance with the provisions of this Agreement; provided,
                                                            --------
   however, that if all of the Commitments are terminated or reduced to zero
-------                                                               
hereunder, the Pro Rata                                               

                                                                              17

EX-10.1
23rd Page of 98
TOC
1st
Previous
Next
↓Bottom
Just 23rd
   Share shall mean, as of any date of determination and with respect to any
Lender, a fraction (expressed as a percentage), the numerator of which
   shall be the sum of the aggregate amount of such Lender's Revolving Loans
   then outstanding plus the aggregate amount of such Lender's participation
  in any outstanding Standby Letter of Credit and the denominator of which
shall be the sum of the aggregate amount of all Revolving Loans then  
outstanding plus all Standby Letters of Credit then outstanding.      

          "Regulation" shall mean any statute, law, ordinance, regulation, order
----------                                                
 or rule of any United States or foreign, federal, state, local or other
government or governmental body, including, without limitation, those 
    covering or related to banking, financial transactions, securities, public
   utilities, environmental control, energy, safety, health, transportation,
   bribery, record keeping, zoning, antidiscrimination, antitrust, wages and
hours, employee benefits, and price and wage control matters.         

 "Regulatory Change" means any applicable law, interpretation,
-----------------                                         
   directive, request or guideline (whether or not having the force of law),
     or any change therein or in the administration or enforcement thereof, that
 becomes effective or is implemented or first required or expected to be
    complied with after the date hereof, whether the same is (i) the result of
                                               -
an enactment by a government or any agency or political subdivision   
   thereof, a determination of a court or regulatory authority, or otherwise
or (ii) enacted, adopted, issued or proposed before or after the date 
--                                                            
 hereof, including any such that imposes, increases or modifies any tax,
reserve requirement, insurance charge, special deposit requirement,   
 assessment or capital adequacy requirement, but excluding any such that
     imposes, increases or modifies any income or franchise tax imposed upon any
    Lender by any jurisdiction (or any political subdivision thereof) in which
any Lender or any office is located.                                  

       "Release of Hazardous Substances" shall mean any spilling, leaking,
-------------------------------                           
 pumping, pouring, emitting, emptying, discharging, injecting, escaping,
leaching, dumping, or disposing into the environment of any Hazardous 
     Substances (including the abandonment or discarding of barrels, containers,
and other closed receptacles containing any Hazardous Substance), but 
excludes the normal application of fertilizer or pesticides.          

      "Reportable Event" means any event or condition described in ERISA
----------------                                          
     Section 4043(b), other than an event or condition with respect to which the
30-day notice requirement has been waived.                            

                                                                              18

EX-10.1
24th Page of 98
TOC
1st
Previous
Next
↓Bottom
Just 24th
     "Required Lenders" means, except as otherwise provided in Section
----------------                                          
     8.9(a) hereof, as of any date of determination, such Lenders whose Pro Rata
     Shares of the Revolving Loan Commitment, in the aggregate, are greater than
 sixty-six and two-thirds percent (66K%); provided, however, that for so
                             --------  -------
  long as only two financial institutions constitute Lenders hereunder (it
     being understood that, solely for the purposes of determining the number of
financial institutions constituting Lenders under this proviso, each  
 financial institution, together with its Affiliates, shall constitute a
   single Lender), Required Lenders shall mean, except as otherwise provided
 in Section 8.9(a) hereof, as of any date of determination, such Lenders
   whose Pro Rata Shares of the Revolving Loan Commitment, in the aggregate,
constitute one hundred percent (100%).                                

     "Revolving Loan" has the meaning specified in Section 2.1 of this
--------------                                            
Agreement.                                                            

      "Revolving Loan Commitment" means the commitment of the Lenders to
-------------------------                                 
    make Revolving Loans and issue (or participate in the issuance of) Standby
     Letters of Credit in an aggregate amount of up to the Aggregate Commitment,
  as such amount may be reduced or otherwise adjusted from time to time in
accordance with the provisions of this Agreement.                     

        "Revolving Note" means any promissory note issued to a Lender by the
--------------                                            
Borrowers pursuant to this Agreement, substantially in the form       
   (appropriately completed) of Exhibit A to this Agreement, as the same may
be amended, modified or supplemented from time to time, and any other 
    promissory note issued in exchange or substitution thereof, and "Revolving
                                                                     ---------
Notes" means, collectively, all such promissory notes so issued.      
-----                                                                 

        "SEC" means the Securities and Exchange Commission and any successor
---                                                       
Federal agency.                                                       

          "Securities Act" means the Securities Act of 1933, as amended, and any
--------------                                            
successor Federal statute.                                            

  "Stamp Taxes" has the meaning specified in Section 9.5 of this
-----------                                               
Agreement.                                                            

          "Standby Letter of Credit" has the meaning specified in Section 2.3 of
------------------------                                  
this Agreement.                                                       

                                                                              19

EX-10.1
25th Page of 98
TOC
1st
Previous
Next
↓Bottom
Just 25th
          "State Payment Obligations" means payment obligations to states of the
-------------------------                                 
  United States of America or the District of Columbia in respect of tolls
and fuel taxes not to exceed $5,000,000 in the aggregate at any time. 

  "Subsidiary" means any corporation, limited liability company,
----------                                                
partnership, trust or other entity a majority of the capital stock (or
equivalent ownership or controlling interest) of which at the time    
     outstanding, having ordinary voting power for the election of directors (or
equivalent controlling interest or persons), are owned by Borrowers   
  directly or indirectly, and "Subsidiaries" means, collectively, all such
------------
entities.                                                             

      "Swing Line Lender" has the meaning specified in Section 2.4(a) of
-----------------                                         
this Agreement.                                                       

      "Swing Line Borrowing Notice" has the meaning specified in Section
---------------------------                               
2.4(c) of this Agreement.                                             

         "Swing Line Loan" has the meaning specified in Section 2.4(a) of this
---------------                                           
Agreement.                                                            

          "Swing Line Note" means the promissory note issued by the Borrowers to
---------------                                           
     Crestar Bank pursuant to this Agreement in respect of the Swing Line Loans,
  substantially in the form (appropriately completed) of Exhibit B to this
   Agreement, as the same may be amended, modified or supplemented from time
   to time, and any other promissory note issued in exchange or substitution
therefor.                                                             

      "Swing Line Period" has the meaning specified in Section 2.4(c) of
-----------------                                         
this Agreement.                                                       

        "Swing Line Subfacility" has the meaning specified in Section 2.4(a)
----------------------                                    
of this Agreement.                                                    

        "Termination Event" means, with respect to any Benefit Plan, (a) any
-----------------                                         
    Reportable Event with respect to such Benefit Plan, (b) the termination of
  such Benefit Plan, or the filing of a notice of intent to terminate such
   Benefit Plan, or the treatment of any amendment to such Benefit Plan as a
     termination under ERISA Section 4041(c), (c) the institution of proceedings
to terminate such Benefit Plan under ERISA Section 4042 or (d) the    
appointment of a trustee to administer such Benefit Plan under ERISA  
Section 4042.                                                         

                                                                              20

EX-10.1
26th Page of 98
TOC
1st
Previous
Next
↓Bottom
Just 26th
          "Total Outstanding Amount" has the meaning specified in Section 2.1(a)
------------------------                                  
of this Agreement.                                                    

      "Year 2000 Compliant" has the meaning specified in Section 5.21 of
-------------------                                       
this Agreement.                                                       

         "Year 2000 Problem" has the meaning specified in Section 5.21 of this
-----------------                                         
Agreement.                                                            

          Section 1.2  Accounting Terms.   All accounting terms not specifically
----------------                  
defined herein shall be construed in accordance with GAAP consistently applied. 

   Section 1.3  Time Period Computations.  In the computation of a
------------------------          
period of time specified in this Agreement from a specified date to a subsequent
date, the word "from" means "from and including" and the words "to" and "until" 
mean "to but excluding".                                                        

ARTICLE II  

GENERAL PROVISIONS OF REVOLVING CREDIT FACILITY 

Section 2.1  The Revolving Loans.                           
-------------------               

        (a)  Revolving Loan Borrowings.  Subject to the terms and conditions
-------------------------                         
of this Agreement, each Lender severally and not jointly agrees to make         
revolving loans (each individually, a "Revolving Loan" and, collectively, the   
"Revolving Loans") to the Borrowers, at any time and from time to time on and   
after the Effective Date until one Business Day prior to the Maturity Date in an
amount which shall not exceed such Lender's Pro Rata Share of the Revolving Loan
Commitment; provided, however, that (i) the sum of the aggregate outstanding    
--------  -------                                       
amount of all Revolving Loans plus the aggregate outstanding amount of all Swing
----                
Line Loans plus the aggregate outstanding amount of all Standby Letters of      
----                                                      
Credit (such sum, the "Total Outstanding Amount") shall at no time exceed the   
Aggregate Commitment, and (ii) the aggregate outstanding amount of all Revolving
Loans made by each individual Lender pursuant to this Section 2.1 plus the      
                                                        ----
aggregate outstanding amount of all Standby Letters of Credit made by the       
Issuing Lender and deemed made by each other Lender pursuant to Section 2.3     
hereof shall at no time exceed such Lender's Pro Rata Share of the Revolving    
Loan Commitment.  Within the limits and subject to the terms and conditions set 
forth in this Agreement,                                                        

                                                                              21

EX-10.1
27th Page of 98
TOC
1st
Previous
Next
↓Bottom
Just 27th
the Borrowers may borrow pursuant to this Section 2.1 and Section 2.2 hereof,   
may prepay pursuant to Section 3.6(b), and reborrow under this Section 2.1      
hereof.                                                                         

         (b)  The Revolving Notes; Maturity.  The Revolving Loans made by each
-----------------------------                     
Lender pursuant hereto shall be evidenced by a separate Revolving Note.  Each   
Revolving Note shall be issued on or before the Effective Date and shall bear   
interest for the period from the initial Funding Date thereof until paid in full
on the unpaid principal amount thereof at the rate specified in Section 3.1 of  
this Agreement.   Each Lender is hereby authorized to record in the books and   
records of such Lender (without making any notation in such Lender's Revolving  
Note or any schedule thereto) the amount and Funding Date of each Revolving Loan
made by such Lender, and the amount and date of each payment or prepayment of   
any Revolving Loan.  No failure to so record nor any error in so recording shall
affect the obligations of the Borrowers to repay the actual outstanding         
principal amount of the Revolving Loans, with interest thereon, as provided in  
this Agreement.  The aggregate principal amount of the Revolving Loans shall be 
payable on the Maturity Date, unless sooner accelerated pursuant to the terms of
this Agreement.                                                                 

Section 2.2  Revolving Loan Borrowing Procedures.           
  ------------------------------------

         (a)  Notice of Revolving Borrowing.  Whenever the Borrowers desire to
-----------------------------                     
borrow Revolving Loans under Section 2.1 hereof, the Borrowers shall deliver to 
the Agent irrevocable written notice substantially in the form of Exhibit C     
(each such notice, a "Borrowing Notice").  In the case of a Revolving Loan      
bearing interest at the Base Rate, the Borrowing Notice shall be delivered no   
later than 10:00 A.M. (Eastern time) on the Funding Date.  In the case of a     
Revolving Loan bearing interest at the Applicable LIBOR Rate, the Borrowing     
Notice shall be delivered no later than 10:00 A.M. at least three (3) LIBOR     
Business Days prior to the first day of the LIBOR Period as to which such loan  
relates, it being understood that the Borrowers' entitlement to request         
Revolving Loans bearing interest at the Applicable LIBOR Rate is subject to     
compliance with, and the limitations of, Section 3.8(a) (with such modifications
as shall be necessary to reflect that an initial loan, rather than the          
conversion of an outstanding loan, is being requested).  The Borrowing Notice   
shall specify (i) that the Borrowers wish to effect Revolving Loans, (ii) the   
amount of the Revolving Loans thereby requested (which shall not be less than   
$3,000,000 and shall be in multiples of $500,000), (iii) the requested Funding  
Date of such Revolving Loans, which date shall be a Business Day, and (iv)      
whether the requested Revolving Loans will bear interest at the Base Rate or    
Applicable LIBOR Rate.  Each Borrowing Notice shall be accompanied by the       
officer's certificate contemplated by Section 4.2(d) hereof.  In lieu of        
delivering the above-described Borrowing Notice, and only with the consent of   
the Agent in its                                                                

                                                                              22

EX-10.1
28th Page of 98
TOC
1st
Previous
Next
↓Bottom
Just 28th
sole discretion at such time, the Borrowers may give the Agent telephonic notice
of any such proposed borrowing by the time required under this Section 2.2(a);  
provided that, in the event the Agent so consents, such notice shall be         
--------                                                                        
confirmed in writing by delivery to the Agent promptly (but in no event later   
than 12:00 noon (Eastern time) on the Funding Date of the requested Revolving   
Loans) of a Borrowing Notice (it being understood that any such telephonic      
notice shall be irrevocable).  Notwithstanding anything contained herein to the 
contrary, the Agent, without any notice or other authorization being required,  
shall (and is hereby irrevocably instructed by the Borrowers to) effect         
Revolving Loans bearing interest at the Base Rate in an amount sufficient to    
effect each payment of interest on the Loans due on each Interest Payment Date, 
and of each payment of the Facility Fee and the Administrative Fee due on the   
applicable Fee Payment Date, in accordance with Section 3.4(a) of this          
Agreement, provided that to the extent such payments are greater than the       
--------                                                  
aggregate Lender Availability, such payments shall be effected by a debit to the
Borrowers' Account as provided in Section 3.4(a) hereof.                        

          (b)  Making of Revolving Loans.  Promptly after receipt of a Borrowing
-------------------------                         
Notice under clause (a) of this Section 2.2 (or telephonic notice if the Agent  
so consents thereto), the Agent shall notify each Lender by telecopy or telex or
other customary form of teletransmission of the requested borrowing.  Each      
Lender shall make the amount of its Revolving Loan available to the Agent in    
Dollars and in immediately available funds, not later than 3:00 P.M. (Eastern   
time) on the Funding Date specified in the Borrowing Notice.  After the Agent's 
receipt of the proceeds of such Revolving Loans from the Lenders, the Agent     
shall (unless it shall have learned that any of the conditions precedent set    
forth in Section 4.2 hereof have not been satisfied) make the proceeds of such  
Revolving Loans available to the Borrowers on such Funding Date and shall       
disburse such funds in Dollars to the Borrowers in immediately available funds  
by crediting the Borrowers' Account.                                            

     (c)  Failure to Fund by Lender.  Unless the Agent shall have been
-------------------------                         
notified by any Lender prior to 12:00 P.M. (Eastern time) on any Funding Date in
respect of Revolving Loans requested under a Borrowing Notice that such Lender  
does not intend to make available to the Agent such Lender's Revolving Loan on  
such Funding Date, the Agent may assume that such Lender has made such amount   
available to the Agent on such Funding Date and the Agent in its sole discretion
may, but shall not be obligated to, make available to the Borrowers a           
corresponding amount on such Funding Date. If such corresponding amount is not  
in fact made available to the Agent by such Lender on or prior to 3:00 P.M.     
(Eastern time) on a Funding Date, such Lender agrees to pay and the Borrowers   
agree to repay to the Agent forthwith on demand such corresponding amount       
together with interest thereon, for each day from                               

                                                                              23

EX-10.1
29th Page of 98
TOC
1st
Previous
Next
↓Bottom
Just 29th
the date such amount is made available to the Borrowers until the date such     
amount is paid or repaid to the Agent, at (i) in the case of such Lender, the   
Federal Funds Rate, and (ii) in the case of the Borrowers, the Base Rate. If    
such Lender shall pay to the Agent such corresponding amount, such amount so    
paid shall constitute such Lender's Revolving Loan, and if both such Lender and 
the Borrowers shall have paid and repaid, respectively, such corresponding      
amount, the Agent shall promptly pay over to the Borrowers such corresponding   
amount in same day funds, but the Borrowers shall remain obligated for all      
interest thereon. Nothing contained in this Section 2.2(b) shall be deemed to   
relieve any Lender of its obligation hereunder to make its Revolving Loan on any
Funding Date.                                                                   

Section 2.3  Standby Letters of Credit.                     
-------------------------         

    (a)  Generally.  Subject to and in accordance with the terms and
---------                                         
conditions set forth herein, the Borrowers may request the Issuing Lender, from 
time to time during the period commencing on the Effective Date and ending ten  
(10) Business Days prior to the Maturity Date, to issue, and subject to the     
terms hereof the Issuing Lender shall issue, for the account of the Borrowers,  
one or more standby letters of credit (each, a "Standby Letter of Credit")      
pursuant to the Issuing Lender's customary letter of credit application;        

provided that by entering into this Agreement the Borrowers shall be deemed to  
--------                                                                        
have requested the reissuance, effective as of the Effective Date, of all       
Standby Letters of Credit previously issued by the Agent for the account of     
Operating Borrower prior to the Effective Date, and such Standby Letters of     
Credit shall thereafter be deemed for all purposes to have been issued under    
this Agreement as of the Effective Date; provided, further, that the L/C        
                   --------  -------
Fronting Fee shall not be payable on the Effective Date in respect of such      
Standby Letters of Credit.  The aggregate outstanding amount at any time and    
from time to time of all Standby Letters of Credit shall not exceed $75,000,000.
The Issuing Lender shall have no obligation to issue any Standby Letter of      
Credit if, after giving effect to the issuance thereof, the Total Outstanding   
Amount shall then exceed the Aggregate Commitment (it being understood that the 
Issuing Lender shall, upon request of the Borrowers, issue a Standby Letter of  
Credit in an amount that would, after giving effect to the issuance thereof, not
cause the Aggregate Commitment to be exceeded).                                 

       (b)  Standby Letter of Credit Fees; Maturity.  The Borrowers shall,
---------------------------------------           
among other things, pay to the Issuing Lender for the benefit of the Lenders,   
pro rata, on each L/C Fee Payment Date, in arrears, a fee (the "L/C Fee") per   
annum (calculated on the basis of a 360 day year and the actual number of days  
elapsed), computed by multiplying the Applicable LIBOR Margin for the Fiscal    
Quarter immediately preceding the applicable L/C Fee Payment Date by the daily  
average of the aggregate of all                                                 

                                                                              24

EX-10.1
30th Page of 98
TOC
1st
Previous
Next
↓Bottom
Just 30th
Standby Letters of Credit outstanding during such Fiscal Quarter. Any change in 
the Applicable LIBOR Margin resulting from a change in the Consolidated Leverage
Ratio shall be effective five (5) Business Days after receipt of Borrowers'     
financial statements reflecting such ratio; provided, however, that if such     
                         --------  -------
financial statements are not delivered when due, then the highest Applicable    
LIBOR Margin shall apply. In addition to the L/C Fee, the Borrowers shall pay to
the Issuing Lender, for its own account, a L/C Fronting Fee equal to 0.05% of   
the amount of the Standby Letter of Credit per annum (calculated on the basis of
a 360 days year and the actual number of days the Standby Letter of Credit will 
be outstanding) (the "L/C Fronting Fee"). The L/C Fronting Fee shall be payable 
not later than the Fee Payment Date.                                            

 All Standby Letters of Credit issued by the Issuing Lender as
contemplated by this Section 2.3 shall expire no later than the Maturity Date.  
Notwithstanding that the Issuing Lender shall have no obligation to issue any   
Standby Letter of Credit the expiration date of which shall extend beyond the   
Maturity Date, if the expiration date of any Standby Letter of Credit shall in  
fact extend beyond the Maturity Date, then on the last Business Day immediately 
preceding the Maturity Date, there shall be deemed to have been made Revolving  
Loans in the outstanding amount of all Standby Letters of Credit the expiration 
date of which shall occur after the Maturity Date, the proceeds of which the    
Issuing Lender shall deposit in a collateral account at the Issuing Lender or an
Affiliate thereof in order to collateralize such Standby Letters of Credit,     
which collateral account shall bear interest for the account of the Borrowers   
based upon investment of the funds as agreed between the Issuing Lender and the 
Borrowers.                                                                      

  (c)  Standby Letter of Credit Request Procedure.  Whenever the
------------------------------------------        
Borrowers desire that a Standby Letter of Credit be issued on its behalf, the   
Borrowers shall give the Issuing Lender (with copies to be sent to the Agent and
each other Lender) at least three (3) Business Days' prior written notice       
therefor.  The execution and delivery of each request for a Standby Letter of   
Credit shall be deemed to be a representation and warranty by the Borrowers that
such Standby Letter of Credit may be issued in accordance with, and will not    
violate the requirements of, this Section 2.3.  Unless the Issuing Lender has   
received notice from the Agent or any Lender before it issues the respective    
Standby Letter of Credit that one or more of the conditions specified in Section
4.2 are not then satisfied, or that the issuance of such Standby Letter of      
Credit would violate this Section 2.3, then the Issuing Lender may issue the    
requested Standby Letter of Credit for the account of the Borrowers in          
accordance with the terms of this Agreement and, with respect to any matters not
specifically covered by this Agreement, in accordance with the Issuing Lender's 
usual and customary commercial lending practices as in effect from time to time.

                                                                              25

EX-10.1
31st Page of 98
TOC
1st
Previous
Next
↓Bottom
Just 31st
(d)  Letter of Credit Participations.                       
-------------------------------                   

               (i)    Immediately upon the issuance by the Issuing Lender of any
   Standby Letter of Credit, the Issuing Lender shall be deemed to have sold
  and transferred to each Lender (other than the Issuing Lender), and each
such Lender shall be deemed irrevocably and unconditionally to have   
purchased and received from the Issuing Lender, without recourse or   
  warranty, an undivided interest and participation, in proportion to such
 Lender's Pro Rata Share, in such Standby Letter of Credit, each drawing
   made thereunder and the obligations of the Borrowers under this Agreement
  with respect thereto, and any collateral therefor.  Upon any change in a
Lender's Pro Rata Share of the Revolving Loan Commitment, it is hereby
agreed that with respect to all outstanding Standby Letters of Credit,
  there shall be an automatic adjustment to the participations pursuant to
     this Section 2.3(d) to reflect the new Pro Rata Share of the Revolving Loan
Commitment of the assigning and assignee Lenders.                     

              (ii)   In determining whether to pay under any Standby Letter of
     Credit, the Issuing Lender shall have no obligation relative to the Lenders
 other than to confirm that any documents required to be delivered under
   such Standby Letter of Credit appear to have been delivered and that they
     appear to comply on their face with the requirements of such Standby Letter
   of Credit.  Any action taken or omitted to be taken by the Issuing Lender
under or in connection with any Standby Letter of Credit, if taken or 
     omitted in the absence of gross negligence or willful misconduct, shall not
create for the Issuing Lender any resulting liability to any Lender.  

             (iii)  Upon the request of any Lender, the Issuing Lender shall
    furnish to such Lender copies of any Standby Letter of Credit to which the
Issuing Lender is party and such other documentation relating to such 
 Standby Letter of Credit as may reasonably be requested by such Lender.

             (iv)   As between the Borrowers on the one hand and the Issuing
     Lender and the Lenders on the other hand, the Borrowers assume all risks of
  the acts and omissions of, or misuse of the Standby Letters of Credit by
 the respective beneficiaries of such Standby Letters of Credit. Without
  limiting the generality of the foregoing, neither the Issuing Lender nor
any other Lender shall be responsible (except in the case of its gross
negligence or willful misconduct) for the following:                  

                                                                              26

EX-10.1
32nd Page of 98
TOC
1st
Previous
Next
↓Bottom
Just 32nd
            (A)  the form, validity, sufficiency, accuracy, genuineness or
      legal effect of any documents submitted by any party in connection
      with the application for and issuance of or any drawing under such
       Standby Letters of Credit, even if it should in fact prove to be in
         any respects invalid, insufficient, inaccurate, fraudulent or forged;

             (B)  the validity or sufficiency of any instrument transferring
     or assigning or purporting to transfer or assign any such Standby
     Letter of Credit or the rights or benefits thereunder or proceeds
  thereof, in whole or in part, which may prove to be invalid or
ineffective for any reason;                                 

           (C)  failure of the beneficiary of any such Standby Letter of
         Credit to comply fully with conditions required in order to draw upon
    such Standby Letter of Credit, other than material conditions or
        instructions that expressly appear in such Standby Letter of Credit;

    (D)  errors, omissions, interruptions or delays in the
       transmission or delivery of any messages by mail, cable, telegraph,
    telecopier, telex or otherwise, whether or not they are encoded;

(E)  errors in interpretation of technical terms; 

            (F)  any loss or delay in the transmission or otherwise of any
       document required in order to make a drawing under any such Standby
Letter of Credit or the proceeds thereof;                   

            (G)  the misapplication by the beneficiary of any such Standby
       Letter of Credit of the proceeds of any drawing of any such Standby
Letter of Credit; or                                        

             (H)  any consequences arising from causes beyond the control of
the Issuing Lender, including without limitation any acts of
governments.                                                

               (v)  The obligations of the Lenders to make payments to the Agent
  for the account of the Issuing Lender with respect to Standby Letters of
Credit shall be irrevocable and not subject to any qualification or   
 exception whatsoever and shall be made in accordance with the terms and
  conditions of this Agreement under all circumstances, including, without
limitation, any of the following circumstances:                       

                                                                              27

EX-10.1
33rd Page of 98
TOC
1st
Previous
Next
↓Bottom
Just 33rd
              (A)  any lack of validity or enforceability of this Agreement or
any of the other Loan Documents;                            

             (B)  the existence of any claim, setoff, defense or other right
        which the Borrowers may have at any time against a beneficiary named
          in a Standby Letter of Credit, any transferee of any Standby Letter of
          Credit (or any Person for whom any such transferee may be acting), the
          Agent, the Issuing Lender, any Lender, or any other Person, whether in
     connection with this Agreement, any Standby Letter of Credit, the
   transactions contemplated herein or any unrelated transactions;

               (C)  any draft, certificate or any other document presented under
      the Standby Letter of Credit shall prove to be forged, fraudulent,
         invalid or insufficient in any respect or any statement therein shall
prove to be untrue or inaccurate in any respect;            

      (D)  the surrender or impairment of any security for the
    performance or observance of any of the terms of any of the Loan
Documents;                                                  

               (E)  the occurrence of any Event of Default or Potential Event of
Default; or                                                 

       (F)  the termination of this Agreement or any Commitment.

      (e)  Standby Letter of Credit Drawings Constitute Revolving Loans.
          ------------------------------------------------------------
The Issuing Lender shall promptly notify the Agent, and the Agent shall promptly
notify each Lender, in each case by telecopy or telex or other customary form of
teletransmission, of any drawing under any Standby Letter of Credit (each       
drawing, a "Drawing").  Each Drawing shall immediately be deemed to be and for  
all purposes of this Agreement shall constitute a Revolving Loan hereunder in   
the amount of such drawing.  Each Lender shall promptly and unconditionally     
pay to the Agent for the account of the Issuing Lender an amount equal to such  
Lender's Pro Rata Share of such Drawing in same day funds.  Such payment shall  
be made to the Agent at the Agent Lending Office.  If the Agent delivers such   
notice to such Lender prior to 2:00 P.M. (Eastern time) on any Business Day,    
such Lender shall make its required payment on the same Business Day.  If and to
the extent such Lender shall not have made available to the Agent for the       
account of the Issuing Lender such Lender's Pro Rata Share of such Drawing, such
Lender agrees to pay to the Agent for the account of the Issuing Lender,        
promptly upon demand, such amount, together with interest thereon, for each day 
from such date until the date such amount is paid to the Agent for the Account  
of the Issuing Lender at                                                        

                                                                              28

EX-10.1
34th Page of 98
TOC
1st
Previous
Next
↓Bottom
Just 34th
the Federal Funds Rate plus 100 basis points. The failure of any Lender to make 
available to the Agent for the Account of the Issuing Lender its Pro Rata Share 
of any Drawing shall not relieve any other Lender of its obligation hereunder to
make available to the Agent for the Account of the Issuing Lender its Pro Rata  
Share of any Drawing on the date so required; provided, however, that no Lender 
                             --------  -------
shall be responsible for the failure of any other Lender to make available to   
the Agent for the account of the Issuing Lender such other Lender's Pro Rata    
Share of such Drawing.                                                          

Section 2.4  Swing Line Loan Subfacility.                   
---------------------------       

     (a)  Swing Line Subfacility.  Subject to the terms and conditions
----------------------                            
hereof, Crestar Bank, in its individual capacity (as such, the "Swing Line      
Lender"), shall, in its sole and absolute discretion from and after the         
Effective Date until one Business Day prior to the Maturity Date, make certain  
revolving credit loans (each, a "Swing Line Loan" and, collectively, the "Swing 
Line Loans") to the Borrowers; provided, however, that (i) the aggregate        
        --------  -------        -
principal amount of all Swing Line Loans shall at no time exceed $10,000,000    
(such amount, the "Swing Line Subfacility"), and (ii) the sum of the aggregate  
                      --
amount of all Revolving Loans (whether bearing interest at the Base Rate or     
Applicable LIBOR Rate) plus the aggregate amount of all Swing Line Loans plus   
----                              
the aggregate amount of all Standby Letters of Credit shall at no time exceed   
the Aggregate Commitment.                                                       

         (b)  The Swing Line Note; Maturity.  The Swing Line Loans made by the
-----------------------------                     
Swing Line Lender pursuant hereto shall be evidenced by a separate Swing Line   
Note.  The Swing Line Note shall be issued on or before the Effective Date and  
shall bear interest for the period from the date of the initial funding of any  
Swing Line Loan until paid in full on the unpaid principal amount thereof.  The 
Swing Line Lender is hereby authorized to record in its books and records       
(without making any notation on the Swing Line Note or any schedule thereto) the
amount and date of funding of each Swing Line Loan made by it, and the amount   
and date of each payment or prepayment of any Swing Line Loan.  No failure to so
record nor any error in so recording shall affect the obligations of the        
Borrowers to repay the actual outstanding principal amount of the Swing Line    
Loans, with interest thereon, as provided in this Agreement.  The aggregate     
principal amount of the Swing Line Loans shall be payable on the Maturity Date, 
unless sooner accelerated pursuant to the terms of this Agreement.              

     (c)  Swing Line Loan Borrowing Procedure.  Whenever the Borrowers
-----------------------------------               
desire to borrow Swing Line Loans under this Section 2.4, the Borrowers shall   
deliver to the Swing Line Lender irrevocable written notice (each such notice, a
"Swing Line Borrowing Notice"), and the Swing Line Lender may, in its sole and  
absolute discretion                                                             

                                                                              29

EX-10.1
35th Page of 98
TOC
1st
Previous
Next
↓Bottom
Just 35th
and upon such other arrangements as shall be specifically agreed to by the Swing
Line Lender and the Borrowers, make a Swing Line Loan to the Borrowers on the   
date (which shall be a Business Day), at the time and in the amount so agreed;  
provided, however, that (i) the principal amount of any Swing Line Loan made    
--------  -------        -                                                      
hereunder shall not be less than $1,000,000.00 (and shall be in multiples of    
$250,000.00) and (ii) an individual Swing Line Loan shall be offered by the     
--                                          
Swing Line Lender for a period of not less than 1 but not more than 29 days (any
such period, a "Swing Line Period").                                            

    (d)  Interest on Swing Line Loans.  Subject to the provisions of
----------------------------                      
clause (e) of this Section 2.4, in the event that the Swing Line Lender shall   
make any Swing Line Loan pursuant to Section 2.4 hereof, the aggregate principal
amount of Swing Line Loans outstanding from time to time shall bear interest at 
a rate per annum equal to the Base Rate for the applicable Swing Line Period.   

         (e)  Repayment of Swing Line Loans.  Each Swing Line Loan made by the
-----------------------------                     
Swing Line Lender hereunder shall be due and payable upon the expiration of the 
Swing Line Period relating to such Swing Line Loan.  The Swing Line Lender may, 
at any time and in its sole and absolute discretion, by written notice to the   
Borrowers and the Agent (which shall promptly deliver a copy thereof to the     
other Lenders), demand repayment of its Swing Line Loans then outstanding by way
of a Revolving Loan borrowing (a "Mandatory Borrowing"), in which case the      
Borrower shall be deemed to have requested a Revolving Loan borrowing in the    
amount of the then outstanding Swing Line Loans which shall bear interest at the
Base Rate; provided, however, that, in the following circumstances, any such    
--------  -------                                         
demand shall also be deemed to have been given one Business Day prior to each of
(i) the Maturity Date, (ii) the occurrence of any Event of Default described in 
-                      --                                                     
clause (g), (h) or (i) of Section 7.1 hereof, (iii) upon acceleration of the    
Obligations hereunder, whether on account of an Event of Default described in   
clause (g), (h) or (i) of Section 7.1 or any other Event of Default, and (iv)   
the exercise of remedies in accordance with the provisions of Section 7.1       
hereof. Each Lender hereby irrevocably agrees to make such Revolving Loans      
promptly upon any such request or deemed request on account of a Mandatory      
Borrowing, in the amount (but in proportion to each Lender's Pro Rata Share) and
in the manner specified in the preceding sentence and on the same such date     
notwithstanding that (A) the amount of the Mandatory Borrowing may not comply   
--------------------                                                            
with the minimum amount for borrowings of Revolving Loans otherwise required    
hereunder, (B) whether any conditions specified in Section 4.2 are then         
satisfied, (C) whether a Default or an Event of Default then exists, (D) failure
of any such request or deemed request for Revolving Loans to be made by the time
otherwise required in Section 2.2 hereof, (E) the date of such Mandatory        
Borrowing, or (F) any reduction in the Revolving Loan Commitment or termination 
of the Commitments relating thereto immediately prior to such Mandatory         
Borrowing or                                                                    

                                                                              30

EX-10.1
36th Page of 98
TOC
1st
Previous
Next
↓Bottom
Just 36th
contemporaneously therewith. In the event that any Mandatory Borrowing cannot   
for any reason be made on the date otherwise required above (including, without 
limitation, as a result of the commencement of a proceeding in bankruptcy with  
respect to the Borrowers), then each Lender hereby agrees that it shall         
forthwith purchase (as of the date the Mandatory Borrowing would otherwise have 
occurred, but adjusted for any payments received from the Borrowers on or after 
such date and prior to such purchase) from the Swing Line Lender such           
participations in the then outstanding Swing Line Loans as shall be necessary to
cause each such Lender to share in such Swing Line Loans ratably based upon its 
respective Pro Rata Share of the Revolving Loan Commitment (determined before   
giving effect to any termination of the Revolving Loan Commitments pursuant to  
the last paragraph of Section 7.1), provided that (x) all interest payable on   
--------
the Swing Line Loans shall be for the account of the Swing Line Lender until the
date as of which the respective participation of each other Lender is purchased,
and (y) at the time any purchase of participations pursuant to this sentence is 
actually made, the purchasing Lender shall be required to pay to the Swing Line 
Lender interest on the principal amount of such participation purchased for each
day from and including the day upon which the Mandatory Borrowing would         
otherwise have occurred to but excluding the date of payment for such           
participation, at the rate equal to, if paid within two (2) Business Days of the
date of the Mandatory Borrowing, the Federal Funds Rate, and thereafter at a    
rate equal to the Base Rate.                                                    

(f)  Optional Prepayment of Swing Line Loans. Subject to the
---------------------------------------           
provisions of this clause (f) and Section 3.9 hereof, the Borrowers may, at     
their sole option, prepay the principal amount of the Swing Line Loans in whole 
or in part (in an amount of $250,000 or more and in multiples of $250,000) at   
any time and from time to time, without premium or penalty. In respect of each  
Optional Prepayment of a Swing Line Loan proposed to be made by the Borrowers,  
the right of the Borrowers to make such Optional Prepayment is subject to the   
Agent's receipt from the Borrowers, no later than 12:00 P.M. on the Business Day
specified therein as the date on which such Optional Prepayment is to be made,  
of a written notice (which shall be irrevocable) specifying (i) that the        
                                           -
Borrowers desire to prepay such Swing Line Loan, (ii) the principal amount of   
                      --
such Optional Prepayment, and (iii) the date (which shall be a Business Day) on 
---               
which such Optional Prepayment will be made. Any Optional Prepayment of a Swing 
Line Loan, which has not been converted to a Revolving Loan, made by the        
Borrowers as permitted hereunder shall be paid to the Agent for the account of  
the Swing Line Lender no later than 12:00 P.M. (Eastern Time) on the applicable 
prepayment date.                                                                

                                                                              31

EX-10.1
37th Page of 98
TOC
1st
Previous
Next
↓Bottom
Just 37th
ARTICLE III 

INTEREST, FEES AND REPAYMENT  

Section 3.1    Interest on the Revolving Loans              
 -------------------------------

       (a)  Base Rate.  The initial Revolving Loan and, except as provided
---------                                         
pursuant to clause (b) of this Section 3.1, the aggregate principal amount of   
the Revolving Loans outstanding from time to time shall bear interest at a rate 
per annum equal to the Base Rate until the entire principal amount of the       
Revolving Loans shall have been repaid.  Any change in the rate of interest on  
the Revolving Loans resulting from a change in the Base Rate shall be effective 
as of the opening of business on the day on which such change is effective.     

     (b)  LIBOR Rate.  In the event the Borrowers shall effect a LIBOR
----------                                        
Conversion in accordance with the provisions of Section 3.8 of this Agreement or
obtain a Revolving Loan that shall bear interest initially at the Applicable    
LIBOR Rate as provided in Section 2.2(a) hereof, the aggregate principal amount 
of the Revolving Loans that are the subject of such LIBOR Conversion or         
Borrowing Notice, as the case may be, shall bear interest at a rate per annum   
equal to the Applicable LIBOR Rate.  Any change in the Applicable LIBOR Rate    
resulting from a change in the Consolidated Leverage Ratio shall be effective   
five (5) Business Days after receipt of Borrowers' financial statements         
reflecting such ratio; provided, however, that if such financial statements are 
--------  -------                 
not delivered when due, then the highest Applicable LIBOR Rate shall apply.     

  Section 3.2    Regulatory Changes.  If, after the date of this
------------------            
Agreement, any Regulatory Change:                                               

       (a)  shall subject any Lender to any tax, duty or other charge with
respect to its obligation to make or maintain any Loan or its Commitment, or    
shall change the basis of taxation of payments to such Lender of the principal  
of or interest on the Loans or in respect of any other amounts due under this   
Agreement in respect of its obligation to make any Loan or maintain its         
Commitment (except for changes in the rate of tax on the overall net income of  
such Lender); or                                                                

         (b)  shall impose, modify or deem applicable any reserve, assessment,
special deposit, capital adequacy, capital maintenance or similar requirement   
against assets of, deposits with or for the account of, or credit extended by,  
such Lender or shall impose on such Lender any other condition affecting (i) the
obligation of the Lender to make or maintain the Loans or its Commitment, or    
(ii) the Revolving Notes or                                                     

                                                                              32

EX-10.1
38th Page of 98
TOC
1st
Previous
Next
↓Bottom
Just 38th
the Swing Line Note; and the result of any of the foregoing is to increase the  
cost to such Lender of making or maintaining any Loan or maintaining its        
Commitment or to reduce the amount of any sum received or receivable by such    
Lender under, or the rate of return attributable to, this Agreement or under the
Revolving Notes or the Swing Line Note, such Lender shall, within 30 days after 
the effective date of such Regulatory Change, provide written notice to the     
Borrowers of such Regulatory Change (it being agreed by the parties hereto that 
if such notice is given after 30 days' of the effective date of such Regulatory 
Change, the Borrowers shall be liable to the Lenders for the additional amounts 
payable pursuant to this Section 3.2 only to the extent such additional amounts 
accrue from and after the date of the giving of such notice), together with a   
certificate describing in reasonable detail such increase or reduction, as the  
case may be, then, within 30 days after delivery of such notice by such Lender  
to the Borrowers if such Regulatory Change shall impose costs in excess of those
costs, or reduce the amount of any such sum or rate of return below the amount  
or rate, applicable on the date of this Agreement, the Borrowers, shall pay to  
the Agent for the account of such Lender for the account of such Lender such    
additional amount or amounts as will compensate such Lender for such increase or
reduction. A certificate of such Lender setting forth the basis for the amount  
of said increase or reduction, as the case may be, shall be conclusive in the   
absence of manifest error.                                                      

      Section 3.3  Interest After Due Date.   In the event the Borrowers
-----------------------           
fail to make any payment of the principal amount of or interest on any of the   
Revolving Loans or Swing Line Loans, or of the Facility Fee, the Administrative 
Fee, the L/C Fee or the L/C Fronting Fee, in each case within four (4) Business 
Days after due (whether by demand, acceleration or otherwise), the Borrowers,   
shall pay to the Agent for the account of the Lenders interest on such unpaid   
amount, payable from time to time on demand, from the expiration of such four   
(4) Business Day period following the date such amount shall have become due to 
the date of payment thereof, accruing on a daily basis, at a per annum rate (the
"Default Rate") equal to the sum of (a) the greater of the Base Rate and        
Applicable LIBOR Rate determined on and, in the case of any continuing default, 
from time to time after the date of such default plus (b) two percent (2%).     
                      ----

Section 3.4    Payment and Computations.                    
------------------------      

        (a)  Payments.  All payments required or permitted to be made to the
--------                                          
Agent, to the Agent for the account of the Lenders, or to any Lender under this 
Agreement or under any Note shall be made in Dollars (i) if to the Agent, at the
                             -
Lending Office of the Agent in immediately available funds and (ii) if to any   
                                                  --
Lender, to it in immediately available funds at an account specified by such    
Lender in writing to the                                                        

                                                                              33

EX-10.1
39th Page of 98
TOC
1st
Previous
Next
↓Bottom
Just 39th
Borrowers. If payments are not received by the fourth Business Day following the
due date, the Borrowers hereby irrevocably instruct and authorize the Agent to  
effect each payment of interest on the Loans as of the close of business on the 
fourth Business Day following each Interest Payment Date, and of each payment of
the Facility Fee and the Administrative Fee due as of the close of business on  
the fourth Business Day following the applicable Fee Payment Date, by effecting 
Revolving Loans bearing interest at the Base Rate in an amount sufficient to    
make such payments. If the amount of such payments is greater than the aggregate
Lender Availability, the Borrowers hereby irrevocably instruct and authorize the
Agent to effect such payments by debiting the Borrowers' Account on such        
Interest Payment Date or Fee Payment Date, as the case may be, with the         
aggregate amount thereof, in each case, after giving effect to the crediting to 
the Borrowers' Account of the proceeds of the Revolving Loan, if any, made on   
such Interest Payment Date or Fee Payment Date, as the case may be, in          
accordance with Section 2.1(b) of this Agreement. The Agent shall provide to the
Borrowers an invoice showing the amount of such Revolving Loan or debit, as the 
case may be, and the manner in which it was calculated.                         

       (b)  Computations.  Interest on the unpaid portion of the Revolving
------------                                      
Loans, the Swing Line Loans, the Facility Fee and the Administrative Fee shall  
each be calculated for the actual number of days (including the first day but   
excluding the last day) elapsed and shall be computed on the basis of a year of 
360 days.                                                                       

          (c)  Interest and Fee Payment Dates.  The Facility Fee and interest on
------------------------------                    
the Loans shall be payable in arrears (i) in the case of the Revolving Loans and
- 
Swing Line Loans, on each Interest Payment Date and (ii) in the case of the     
                            --
Facility Fee, on each Fee Payment Date.  The Administrative Fee and the L/C     
Fronting Fee shall be payable in advance on each Fee Payment Date.  The L/C Fee 
shall be payable in arrears as provided in Section 2.3(b) hereof.               

(d)  Application of Payments; Apportionment.                
--------------------------------------            

            (i)  Unless a Lender shall be in default of its obligations to
   advance any Revolving Loan or reimburse the Agent as provided herein, all
payments and prepayments of principal and interest in respect of      
outstanding Revolving Loans and all payments of fees (other than the  
Administrative Fee and the L/C Fronting Fee) and all other payments in
 respect of any other Obligations (other than with respect to Swing Line
Loans) shall be allocated among (and paid over promptly after receipt 
  thereof to) such of the Lenders as are entitled thereto in proportion to
their respective Pro Rata Shares.  All payments and prepayments of    
principal and interest and other amounts in respect of the Swing      

                                                                              34

EX-10.1
40th Page of 98
TOC
1st
Previous
Next
↓Bottom
Just 40th
Line Loans that have not been converted to Revolving Loans, and all   
payments of the Administrative Fee and the L/C Fronting Fee, shall be 
allocated only to the Swing Line Lender.                              

             (ii) Upon the occurrence and during the continuance of an Event
 of Default, the Agent shall, unless otherwise specified by the Required
  Lenders as provided in the last paragraph of this clause (ii), apply all
payments in respect of any Obligations:                               

             (A)  first to pay interest on and then principal of any portion
          of the Loans which the Agent may have advanced on behalf of any Lender
          for which the Agent has not then been reimbursed by such Lender or the
Borrowers;                                                  

             (B)  second, to pay Obligations in respect of any fees, expense
reimbursement or indemnities due to the Agent;              

            (C)  third, to pay Obligations in respect of any fees, expense
       reimbursement, indemnities, increased costs or breakage then due to
the Lenders, pro rata;                                      

             (D)  fourth, to the ratable payment of overdue interest or late
charges, if any, then due the Lenders;                      

              (E)  fifth, to the ratable payment of interest due in respect of
the Revolving Loans and Swing Line Loans;                   

               (F)  sixth, to the ratable payment or prepayment of principal due
in respect of the Revolving Loans and Swing Line Loans; and 

            (G)  seventh, to the ratable payment of all other Obligations;

provided, however, that no Lender which shall be in default of its obligations  
--------  -------                                                               
to fund Revolving Loans or reimburse the Agent as provided herein shall be      
entitled to its ratable share of payments in respect of any Obligations prior to
the payment to all non-defaulting Lenders of all amounts due such Lenders as    
provided herein.                                                                

     The order of priority set forth in this Section 3.4(d)(ii) is set
forth solely to determine the rights and priorities of the Agent and the Lenders
as among themselves.  The order of priority set forth in clauses (C) through (G)
of this Section 3.4(d)(ii)  may at any time and from time to time be changed by 
the Required Lenders without necessity of notice to or consent of or approval by
the Borrowers, or any other Person.                                             

                                                                              35

EX-10.1
41st Page of 98
TOC
1st
Previous
Next
↓Bottom
Just 41st
The order of priority set forth in clauses (A) and (B) of this Section          
3.4(d)(ii) may be changed only with the prior written consent of the Agent.     

         Section 3.5    Payment at Maturity.  Any outstanding principal amount
-------------------           
of the Revolving Notes or the Swing Line Note theretofore not repaid, together  
with any accrued and unpaid Facility Fee, Administrative Fee, L/C Fee or L/C    
Fronting Fee, any accrued and unpaid interest thereon, together with any other  
amounts due and payable in accordance with the provisions hereof (including     
pursuant to Section 9.10 hereof) shall be due and payable in full on the        
Maturity Date (unless sooner accelerated pursuant to the terms hereof), and this
Agreement shall not terminate until all Obligations shall have been paid in     
full.                                                                           

Section 3.6    Prepayments; Certain Early Repayments.       
       -------------------------------------

     (a)  Mandatory Prepayment of Loans and Standby Letters of Credit.
         -----------------------------------------------------------

               (i)  Upon the termination of this Agreement pursuant to the first
 sentence of Section 9.3 of this Agreement (supervening illegality), the
Borrowers shall on the Prepayment Date (x) prepay the Loans in full   
           -
 together with interest accrued on the aggregate principal amount of the
    Loans to the Prepayment Date, and (y) pay to the Agent, for the account of
 -
   the Lenders all other amounts payable pursuant to Sections 3.9 and 9.3 of
this Agreement.                                                       

               (ii) If at any time the Total Outstanding Amount shall be greater
     than the Aggregate Commitment, the Borrowers shall, without notice from the
Lender, prepay that portion of the Loans and/or the Standby Letters of
Credit, as the case may be, in an amount equal to such excess.        

          (b)  Optional Prepayments of Revolving Loans. Subject to the terms and
---------------------------------------           
conditions of clause (c) below and Section 3.9 hereof, the Borrowers may, at    
their sole option, prepay the principal amount of the Revolving Loans (whether  
bearing interest at the Base Rate or Applicable LIBOR Rate) in whole or in part 
(in an amount of $500,000 or more and in multiples of $100,000) at any time and 
from time to time, without premium or penalty.                                  

    (c)  Optional Prepayment Procedure.  In respect of each Optional
-----------------------------                     
Prepayment of Revolving Loans (whether bearing interest at the Base Rate or     
Applicable LIBOR Rate) proposed to be made by the Borrowers, the right of the   
Borrowers to make such Optional Prepayment is subject to the Agent's receipt    
from the Borrowers, no later than 10:00 A.M. (Eastern Time) on the Business Day 
specified therein as the date on which such Optional Prepayment is to be made   
(unless such                                                                    

                                                                              36

EX-10.1
42nd Page of 98
TOC
1st
Previous
Next
↓Bottom
Just 42nd
Optional Prepayment shall relate to LIBOR Loans, in which case such notice shall
be given no later than 10:00 A.M. (Eastern time) at least three (3) Business    
Days prior to the date of prepayment, of a written notice (which shall be       
irrevocable) specifying (i) that the Borrowers desire to prepay the Revolving   
-                             
Loans, (ii) the principal amount of such Optional Prepayment, and (iii) the date
--                                                         ---  
(which shall be a Business Day or, if such Optional Prepayment relates to a     
LIBOR Loan, a LIBOR Business Day) on which such Optional Prepayment will be     
made. Any Optional Prepayment of Revolving Loans made by the Borrowers as       
permitted hereunder shall be paid to the Agent for the account of the Lenders no
later than 12:00 P.M. (Eastern Time) on the applicable prepayment date (except  
that any prepayment of a LIBOR Loan shall be paid no later than 10:00 A.M.      
(Eastern Time) on the applicable prepayment date).                              

         Section 3.7    Facility Fee, Administrative Fee, and Letter of Credit
                        ------------------------------------------------------
Fees.                                                                           
----                                                                            

        (a)  Facility Fee.  For each Fiscal Quarter (or part thereof) during
------------                                      
the period from the Effective Date until the Maturity Date, the Borrowers shall 
pay to the Agent for the account of the Lenders pro rata based upon each        
Lender's Pro Rata Share of the Revolving Loan Commitment, a Facility Fee (the   
"Facility Fee") determined based upon the Aggregate Commitment without regard to
outstanding amounts of Revolving Loans and Standby Letters of Credit.  The      
Facility Fee shall be computed at a rate per annum equal to the Applicable      
Facility Fee.  The Facility Fee shall be due and payable in arrears on the Fee  
Payment Date to which such Facility Fee relates and on the Maturity Date, and   
shall be calculated on the basis of a 360 day year and the actual days elapsed. 

     (b)  Administrative Fee. The Borrowers shall pay to the Agent, as
------------------                                
compensation for the services of the Agent hereunder, a fee (the "Administrative
Fee") in an amount separately agreed to by the Borrowers, Crestar Bank and the  
Agent in that certain letter agreement dated June 18, 1998 (the "Administrative 
Fee Letter"). The Administrative Fee payable by the Borrowers as contemplated by
this clause (b) shall be due on the applicable Fee Payment Date (and the        
Borrowers shall not be entitled to any credit if any Lender as to which such fee
shall have been paid ceases to be a Lender hereunder for the entire year in     
respect of which such fee shall have been due and payable; provided that if the 
                                              --------
Agent resigns as such during any year as to which the Administrative Fee has    
been paid by the Borrowers, the Agent shall reimburse the Borrowers for the     
portion of such Administrative Fee related to the period for which the Agent    
will not continue to serve as Agent, calculated on the basis of a 360-day year  
and the actual days elapsed).                                                   

                                                                              37

EX-10.1
43rd Page of 98
TOC
1st
Previous
Next
↓Bottom
Just 43rd
        (c)  Letter of Credit Fees.  The Borrowers shall pay the L/C Fee and
---------------------                             
the L/C Fronting Fee in accordance with the provisions of Section 2.3(b) hereof.

Section 3.8    LIBOR Conversion                             
----------------              

          (a)  Conversion.  So long as no Event of Default or Potential Event of
----------                                        
Default shall have occurred and be continuing, the Borrowers shall have the     
right to convert all or part of the outstanding Revolving Loans bearing interest
at the then Base Rate to loans bearing interest at the then Applicable LIBOR    
Rate (such conversion, a "LIBOR Conversion"); provided, however, that (i) the   
                             --------  -------
LIBOR Period to which such LIBOR Conversion shall relate will not extend beyond 
the Maturity Date and (ii) there shall not be outstanding at any one time more  
than eight (8) LIBOR Loans.  In order to effect a LIBOR Conversion, the         
Borrowers shall give the Agent irrevocable written notice (such notice, a "LIBOR
Conversion Notice") prior to 10:00 A.M. (Eastern time), at least three LIBOR    
Business Days prior to the first day of the LIBOR Period to which such LIBOR    
Conversion shall apply, stating that (i) the Borrowers wish to effect a LIBOR   
Conversion, (ii) the aggregate principal amount of outstanding Revolving Loans  
which the Borrowers wish to bear interest at the Applicable LIBOR Rate (it being
understood and agreed that no LIBOR Conversion shall be permitted in an amount  
less than $3,000,000.00 and shall be in multiples of $500,000.00), (iii) the    
applicable LIBOR Period being elected by the Borrowers (it being understood that
no change in LIBOR with respect to any LIBOR Loans may be effected during any   
applicable LIBOR Period) and (iv) the Business Day on which the LIBOR Period is 
to be effective.                                                                

       (b)  Notice of LIBOR to Borrowers.  In the event the Borrowers have
----------------------------                      
requested a LIBOR Conversion, the Agent shall give written notice to the        
Borrowers and the Lenders of LIBOR as promptly as reasonably possible after such
rate is determined.  The Agent's determination of LIBOR shall be conclusive in  
the absence of manifest error.                                                  

          (c)  Successive Notice of LIBOR Conversion.  Subject to the provisions
-------------------------------------             
of clause (a) of this Section 3.8, the Borrowers may, by executing a LIBOR      
Conversion Notice at least three LIBOR Business Days prior to the first day of  
the LIBOR Period to which such LIBOR Conversion Notice shall apply, execute     
successive LIBOR Conversions with respect to any Revolving Loan then outstanding
and bearing interest at the Base Rate together with any then outstanding LIBOR  
Loans the LIBOR Period in respect of which is scheduled to expire on or before  
the start of the LIBOR Period specified in such LIBOR Conversion Notice.  If,   
with respect to any LIBOR Loans, the Agent shall not have received a LIBOR      
Conversion Notice for the next immediately succeeding LIBOR Period which        
complies with the provisions of clause (a) of this Section 3.8, such LIBOR      

                                                                              38

EX-10.1
44th Page of 98
TOC
1st
Previous
Next
↓Bottom
Just 44th
Loans shall, immediately upon the expiration of the then current LIBOR Period   
and without any notice to the Borrowers, bear interest at the Base Rate in      
accordance with the provisions of Section 3.1(a) of this Agreement.             

       (d)  Market Disruption, etc.  In the event that the Agent (i) shall
----------------------                            
have determined (which determination shall be conclusive and binding upon the   
Borrowers) that by reason of circumstances affecting the London interbank market
either adequate or reasonable means do not exist for ascertaining LIBOR elected 
by the Borrowers pursuant to the terms hereof or (ii) the Agent shall have      
determined (which determination shall be conclusive and binding on the          
Borrowers) that the applicable LIBOR will not adequately and fairly reflect the 
cost to the Agent of maintaining or funding loans bearing interest based on such
LIBOR rate, with respect to any portion of the Revolving Loans that the         
Borrowers have requested be made as a LIBOR Loan (each, an "Affected Advance"), 
the Agent shall promptly notify the Borrowers (by telephone or otherwise, to be 
promptly confirmed in writing), with a copy to the Lenders, of such             
determination.  If the Agent shall give such notice, (x) any Affected Advances  
shall be made as advances which shall bear interest at the Base Rate, and (y)   
any outstanding LIBOR Loan shall, from and after the last day of the then       
current LIBOR Period applicable thereto, bear interest at the Base Rate or, if  
requested by Borrowers in accordance with Section 3.8(a) and the disruption     
referred to in clause (i) or (ii) of this Section 3.8(d), as the case may be, is
no longer in existence, at the Applicable LIBOR Rate following conversion in    
accordance with Section 3.8(a).  Until any notice under clause (i) or (ii) of   
this Section 3.8(d) has been withdrawn by the Agent, no amounts outstanding or  
to be advanced hereunder shall bear interest based upon LIBOR.                  

         Section 3.9    Breakage, etc.   In the event of the prepayment of any
--------------                
LIBOR Loan (whether by way of acceleration or otherwise or due to an Optional   
Prepayment of any LIBOR Loan pursuant to Section 3.6(b) hereof), the Borrowers  
shall pay to the Agent for the account of each Lender whose LIBOR Loan has been 
so prepaid any loss or expense which such Lender may incur or sustain directly  
as a result of such prepayment, including without limitation, an amount equal to
(a) an amount of interest which would have accrued on the amount so prepaid for 
the period beginning on the date of such prepayment and ending on the last day  
of the applicable LIBOR Period (such period, the "Breakage Period"), at the     
Applicable LIBOR Rate minus (b) the amount of interest (as reasonably determined
by each affected Lender) which would have accrued to such Lender on such amount 
by placing such amount on deposit for the Breakage Period with leading banks in 
the London interbank market, in each case, as evidenced by a certificate        
delivered to the Borrowers by each affected Lender, which certificate shall be  
binding upon the Borrowers in the absence of manifest error.                    

                                                                              39

EX-10.1
45th Page of 98
TOC
1st
Previous
Next
↓Bottom
Just 45th
ARTICLE IV  

CONDITIONS PRECEDENT  

          Section 4.1    Conditions Precedent   The Revolving Loan Commitment of
--------------------          
the Lenders hereunder shall become effective only on the day (the "Effective    
Date") on which all of the following additional conditions precedent shall have 
been fulfilled to the satisfaction of the Lenders; provided, however, that in   
                                       --------  -------
the event the Effective Date shall have not occurred on or prior to August 15,  
1998, the Lenders shall have no further obligations hereunder:                  

          (a)  The Agent, on behalf of the Lenders, shall have received from the
Borrowers the following instruments, agreements, certificates and payments, as  
the case may be, on or prior to the Effective Date:                             

            (i)     A Revolving Note, dated the Effective Date, payable to
   the order of each of Lender in the amount of such Lender's Pro Rata Share
of the Revolving Loan Commitment and duly executed by the Borrowers;  

             (ii)    A Swing Line Note, dated the Effective Date, payable to
     the order of Crestar Bank in the amount of $10,000,000.00 and duly executed
by the Borrowers;                                                     

            (iii)   An opinion or opinions of counsel to the Borrowers, in
form and substance satisfactory to the Lenders;                       

         (iv)    A certified copy of the resolutions of the Board of
   Directors of each of the Borrowers authorizing the execution and delivery
of this Agreement and/or the other Loan Documents to which they are a 
party;                                                                

            (v)     A copy of the charter documents and by-laws of each of
  the Borrowers and any Subsidiaries thereof, together with all amendments
thereto, certified by the Secretaries of the applicable Borrower or   
Subsidiary as being true, complete and correct and in effect as of the
Effective Date;                                                       

          (vi)    By wire transfer of immediately available funds, the
Borrowers shall have paid to the Agent, on behalf of the Agent and the
   Lenders, as applicable, the underwriting fee payable to the Agent and the
   Lenders in accordance with the Administrative Fee Letter, which fee shall
be nonrefundable;                                                     

                                                                              40

EX-10.1
46th Page of 98
TOC
1st
Previous
Next
↓Bottom
Just 46th
          (vii)  A certificate of an Authorized Officer of each of the
    Borrowers, dated the Effective Date, certifying that the matters contained
 in clauses (b), (c) and (d) of Section 4.2 hereof are true and correct;

              (viii)  A certificate of an Authorized Officer of the Borrowers,
     dated the Effective Date, certifying, in form and substance satisfactory to
   the Lenders, the Borrowers' compliance with Section 6.1(i) hereof, having
attached to such certificate a summary in reasonable detail of the    
     Borrowers' and their Subsidiaries' insurance coverage.  Upon request of the
    Lenders, the Borrowers shall deliver an insurance report of an independent
insurance broker as to due compliance with Section 6.1(i) hereof; and 

            (ix) The results of a search, upon the records maintained with
   the appropriate Secretary of State and county or city recorder offices of
     all jurisdictions deemed advisable by the Lenders, regarding liens, if any,
     on file with such offices and naming any of the Borrowers or any Subsidiary
as a debtor, which results shall be satisfactory to the Lenders.      

         (b)  The Parent Borrower Public Offering shall have been completed by
August ___, 1998 [5 business days after signing and deposit in escrow] and      
resulted in the  Parent Borrower's receipt of net proceeds of not less than     
$300,000,000;                                                                   

  (c)  The Parent Borrower shall have acquired OHI and Operating
Borrower on terms satisfactory to the Agent, which terms shall not include the  
incurrence of more than $105,000,000 of Indebtedness in connection with such    
acquisition (other than Indebtedness not to exceed $5,000,000 in the aggregate  
representing any balance of intercompany amounts due from Operating Borrower to 
Union Pacific Corporation that may result from the closing of such acquisition);

        (d)  The Borrowers shall have delivered to the Lenders (i) the Final
Prospectus and (ii) the unaudited consolidated financial statements of the      
Borrowers' and their Consolidated Subsidiaries as of June 30, 1998, together    
with, in each case, an officer's certificate, dated the Effective Date, from an 
Authorized Officer of each of the Borrowers, stating that, to their personal    
knowledge after having performed such due diligence as would customarily be     
performed by a corporate officer in their position, such Prospectus and         
unaudited financial statements, if any, attached thereto as of the Effective    
Date do not contain an untrue statement of a material fact or omit to state a   
material fact required to be stated therein or necessary to make the statements 
therein not misleading;                                                         

                                                                              41

EX-10.1
47th Page of 98
TOC
1st
Previous
Next
↓Bottom
Just 47th
(e)  All legal matters incident to this Agreement shall be  
satisfactory to counsel for the Lenders, and the Borrowers shall have reimbursed
the Lenders for their fees and expenses and the reasonable fees and expenses of 
the Lenders' counsel in connection with the preparation or review, as the case  
may be, of the Loan Documents and all matters incident thereto (it being        
understood that such statement may not reflect the final statement of fees and  
expenses incurred by the Lenders' counsel in connection with such preparation or
review);                                                                        

        (f)  The Borrowers shall have disclosed to the Lenders promptly from
time to time any material developments or changes in the Borrowers and their    
Subsidiaries', taken as a whole, business, assets, results of operations,       
condition (financial or otherwise), including without limitation amendments to  
their charter documents or the Parent Borrower's filings with the SEC and the   
exhibits thereto, and any material amendments, changes or terminations of any   
material contracts or the award of or loss of any material bid or proposal.  Any
such material developments, changes or amendments shall not have had a material 
adverse effect on the assumptions contained in the credit analysis of the       
Borrowers performed by the Lenders prior to the execution of this Agreement or  
resulted in a material adverse change since June 30, 1998 in the business,      
assets, results of operations, condition (financial or otherwise) of the        
Borrowers and their Subsidiaries, taken as a whole;                             

       (g)  All Schedules delivered hereunder by the Borrowers shall be in
form and substance satisfactory to the Lenders;                                 

         (h)  By wire transfer of immediately available funds, the Agent shall
have received the Administrative Fee due and payable to the Agent pursuant to   
the Administrative Fee Letter, which fee shall be nonrefundable; and            

(i)  The Lenders shall have received such other documents,  
instruments, certificates, opinions, agreements and information as the Lenders  
or their counsel shall reasonably request in their discretion in connection with
the consummation of the transactions contemplated by this Agreement (including, 
without limitation, current consolidated financial statements of the Borrowers  
and their Subsidiaries).                                                        

  Section 4.2  Further Conditions Precedent to Loans and Standby
               -------------------------------------------------
Letters of Credit.   The obligation of the Agent, on behalf of the Lenders, to  
-----------------                                                               
make any Revolving Loan, and the obligation of the Swing Line Lender to make any
Swing Line Loan, and the obligation of the Issuing Lender to issue any Standby  
Letter of Credit shall be subject to the fulfillment to the satisfaction of the 
Lenders, in the case of Revolving                                               

                                                                              42

EX-10.1
48th Page of 98
TOC
1st
Previous
Next
↓Bottom
Just 48th
Loans and Standby Letters of Credit, and the Swing Line Lender, in the case of  
Swing Line Loans, of the further conditions precedent that, on the Funding Date 
for such Revolving Loan or Swing Line Loan or the issuance date for such Standby
Letter of Credit, as the case may be:                                           

    (a)  The Agent shall have received a Borrowing Notice (except as
otherwise provided in the last sentence of Section 2.2(a) of this Agreement) in 
accordance with Section 2.2(a) or the Swing Line Lender shall have received a   
Swing Line Borrowing Notice in accordance with Section 2.4(c) or the Issuing    
Lender shall have received a request for a Standby Letter of Credit in          
accordance with Section 2.3(c), as the case may be, in each case executed by an 
Authorized Officer of the  Borrowers (or other officer of the Borrowers         
designated by such Authorized Officer as having authority to execute such       
notice);                                                                        

         (b)  The representations and warranties of the Borrowers contained in
Article V of this Agreement (except to the extent such representations or       
warranties relate to a specific prior date) shall be true and correct as of such
Funding Date (or, in the case of Standby Letters of Credit, the date of issuance
thereof) as though made on and as of such Funding Date (or, in the case of      
Standby Letters of Credit, the date of issuance thereof) (and, if any such      
representation and warranty shall not be true and correct, the Borrowers shall  
describe in writing to the Agent the nature of such misrepresentation and       
warranty);                                                                      

        (c)  No event shall have occurred and be continuing, or shall result
from such Revolving Loan or Swing Line Loan after giving effect to the          
application of the proceeds therefrom or from the issuance of such Standby      
Letter of Credit if the beneficiary thereof were to fully draw upon such Standby
Letter of Credit on the date of issuance, which constitutes an Event of Default 
or would constitute a Potential Event of Default; and                           

      (d)  The Agent shall have received a certificate, addressed to the
Lenders (or, in the case of a Swing Line Loan, the Swing Line Lender), of an    
Authorized Officer of the Borrowers, dated the date of the Borrowing Notice,    
certifying that the matters contained in clauses (b) (if applicable) and (c) of 
this Section 4.2 are true and correct.                                          

                                                                              43

EX-10.1
49th Page of 98
TOC
1st
Previous
Next
↓Bottom
Just 49th
ARTICLE V 

REPRESENTATIONS 

   In order to induce the Lenders and the Agent to enter into this
Agreement and make the Loans contemplated by the terms hereof, each of the      
Borrowers represents and warrants with respect to itself and its Subsidiaries,  
as the context shall require, as of the date hereof and as of the Effective Date
that:                                                                           

         Section 5.1  Existence, Power and Authority.   The Borrowers and each
------------------------------    
Subsidiary thereof are corporations duly incorporated, validly existing and in  
good standing under the laws of the jurisdictions of their incorporation, with  
full corporate power and authority to carry on their business as currently      
conducted and to own or hold under lease their property; the Borrowers and      
each Subsidiary thereof are duly qualified to do business as a foreign          
corporation in good standing in each other jurisdiction in which the conduct of 
their business or the maintenance of their property requires them to be so      
qualified and where the failure to be so qualified would have a material adverse
effect on the financial condition, business or operation of the Borrowers or    
such Subsidiary; and the Borrowers and their Subsidiaries have full corporate   
power and authority to execute and deliver the Loan Documents to which they are 
a party and to carry out the transactions contemplated thereby.                 

    Section 5.2  Authorization; Enforceable Obligations.   As of the
    --------------------------------------
Effective Date and thereafter, the Loan Documents to which the Borrowers and    
their Subsidiaries are a party have been duly authorized, executed and delivered
by the Borrowers and such Subsidiaries and constitute legal, valid and binding  
obligations of the Borrowers and such Subsidiaries, enforceable against the     
Borrowers and such Subsidiaries in accordance with their respective terms       
(except as such enforceability may be limited by general principles of the law  
of equity or by any applicable bankruptcy, reorganization, insolvency,          
moratorium or similar laws and laws affecting creditors' rights generally).     

        Section 5.3  No Legal Bar.   The execution, delivery and performance
------------                      
by the Borrowers and their Subsidiaries of the Loan Documents to which they are 
a party in accordance with their respective terms (a) do not violate the        
articles of incorporation, by-laws or any preferred stock provision of the      
Borrowers or such Subsidiaries, (b) do not violate or conflict with any law,    
governmental rule or regulation, or any judgment, writ, order, injunction, award
or decree of any court, arbitrator, administrative agency or other Governmental 
Authority applicable to the Borrowers or such Subsidiaries or any indenture,    
mortgage, contract, agreement or other undertaking or instrument to which the   
Borrowers or such Subsidiaries are a party or by which their respective property

                                                                              44

EX-10.1
50th Page of 98
TOC
1st
Previous
Next
↓Bottom
Just 50th
may be bound and/or (c) do not and will not result in the creation or imposition
of any Lien on any of their property pursuant to the provisions of any such     
indenture, mortgage, contract, agreement or other undertaking or instrument.    

       Section 5.4  Consents.   The execution, delivery and performance by
--------                          
the Borrowers of the Loan Documents to which they are a party does not  require 
any consent, which has not been obtained, of any other Person, including,       
without limitation, stockholders of the Borrowers or any consent, license,      
permit, authorization or other approval of, any giving of notice to, exemption  
by, any registration, declaration or filing with, or any taking of any          
other action in respect of, any court, arbitrator, administrative agency or     
other Governmental Authority.                                                   

          Section 5.5  Litigation.   Except as set forth on Schedule 5.5 hereto,
----------                        
there is no action, suit, investigation or proceeding by or before any court,   
arbitrator, administrative agency or other Governmental Authority pending or, to
the knowledge of the Borrowers, threatened (a) which involves any of the        
transactions contemplated by this Agreement or (b) to which the Borrowers or any
Subsidiary thereof is a party and which could in the reasonable judgment of the 
Borrowers materially adversely affect the financial condition, business or      
operation of the Borrowers or any Subsidiary thereof.                           

         Section 5.6  No Default.   Except as set forth on Schedule 5.6 hereto
----------                        
in writing, as of the Effective Date neither any Borrower nor any Subsidiary    
thereof is in default under any material order, writ, injunction, award or      
decree of any court, arbitrator, administrative agency or other Governmental    
Authority binding upon it or its property, or any material indenture, mortgage, 
contract, agreement or other undertaking or instrument to which it is a party or
by which its property may be bound, and nothing has occurred which would        
materially adversely affect the ability of any of the Borrowers or their        
Subsidiaries to carry on their respective business or perform their respective  
obligations under any such material order, writ, injunction, award or decree or 
any such material indenture, mortgage, contract, agreement or other undertaking 
or instrument.                                                                  

       Section 5.7  Financial Condition.   The financial statements of the
-------------------               
Borrowers and their Subsidiaries as of June 30, 1998, copies of which have been 
furnished to the Lenders, were prepared in accordance with GAAP and are complete
and correct and fairly and accurately present the financial condition of the    
Borrowers and their Subsidiaries (taken as a whole) as of their dates and the   
results of their operations for the periods then ended, subject to normal year- 
end adjustments.  There has been no material adverse change in the financial    
condition of the Borrowers (taken                                               

                                                                              45

EX-10.1
51st Page of 98
TOC
1st
Previous
Next
↓Bottom
Just 51st
as a whole) or the results of their operations since the date of such financial 
statements.                                                                     

         Section 5.8  Use of Proceeds.   None of the proceeds of any Loan have
---------------                   
been or will be used to purchase or carry, or reduce or retire or refinance any 
credit incurred to purchase or carry, any margin stock (within the meaning of   
Regulations G, U and X of the Board of Governors of the Federal Reserve System) 
or to extend credit to others for the purchasing or carrying of any margin      
stock.  Neither the Borrowers nor any of their Subsidiaries are engaged in      
the business of extending credit for the purpose of purchasing or carrying any  
margin stock.                                                                   

  Section 5.9  Borrowers Not Investment Companies.   Neither the
----------------------------------
Borrowers nor any of their Subsidiaries are an "investment company", or a       
company "controlled" by an "investment company", within the meaning of the      
Investment Company Act of 1940, as amended.                                     

          Section 5.10  Taxes.   The Borrowers and their Subsidiaries have filed
-----                           
or caused to be filed all tax returns which are required by applicable law to be
filed by them and have paid or caused to be paid all taxes which have been shown
to be due and payable by such returns or tax assessments received by the        
Borrowers or any Subsidiary thereof to the extent that such taxes have become   
due and payable, except (a) for those taxes or tax assessments that are not     
delinquent, (b) to the extent such taxes or tax assessments are being contested 
in good faith and for the payment of which reserves required by GAAP have been  
provided, and (c) in any given instance or in the aggregate do not involve a    
potential tax liability in excess of $1,000,000.                                

        Section 5.11  Subsidiaries.   As of the Effective Date there will be
------------                    
no Affiliates or Subsidiaries (consolidated or otherwise, direct or indirect) of
the Borrowers other than (a) the Subsidiaries set forth on Schedule 5.11 hereto 
and (b) in the case of Affiliates, certain other Persons disclosed in writing to
the Lenders prior to the date hereof.  Except as set forth on Schedule 5.11, the
Borrowers are the holder (either directly or indirectly) of all of the          
outstanding shares of Capital Stock of each Subsidiary.                         

          Section 5.12  Permits, Licenses, Etc.   Each of the Borrowers and each
----------------------          
Subsidiary possesses all permits, licenses, franchises, trademarks, trade names,
copyrights and patents necessary to the conduct of its business as presently    
conducted, except where the failure to possess the same would not have a        
material effect on the financial condition, operations or assets of Borrowers   
and their Subsidiaries taken as a whole.                                        

                                                                              46

EX-10.1
52nd Page of 98
TOC
1st
Previous
Next
↓Bottom
Just 52nd
Section 5.13  Compliance With Laws.                         
---------------------           

          (a) Compliance - General. Each of the Borrowers and their Subsidiaries
--------------------                                
are in compliance in all material respects with all Regulations required by     
applicable law for it to conduct its business (including obtaining all          
authorizations, consents, approvals, orders, licenses, exemptions from, and     
making all filings or registrations or qualifications with, any court or        
governmental department, public body or authority, commission, board, bureau,   
agency, instrumentality or other Governmental Authority), the noncompliance with
which could have a material adverse effect on the business, operations, assets  
or condition (financial or otherwise) of the Borrowers and their Subsidiaries   
taken as a whole.                                                               

(b)  Hazardous Wastes, Substances and Petroleum Products.   
 ---------------------------------------------------

           (i) The Borrowers and each Subsidiary:  (x) have received all
  permits and filed all material notifications necessary to carry on their
  respective business(es) under, and (y) are in compliance in all material
respects with, all Environmental Control Statutes.                    

         (ii) Neither the Borrowers nor any Subsidiary has given any
   written or oral notice, nor has it failed to give required notice, to the
     Environmental Protection Agency or any state or local agency with regard to
any actual or imminently threatened Release of Hazardous Substances on
     properties owned, leased or operated by Borrowers or any Subsidiary or used
in connection with the conduct of its business and operations, which  
    Release of Hazardous Substance could have a material adverse effect on the
business, operations, assets or condition of the Borrowers and their  
Subsidiaries taken as a whole.                                        

          (iii)  Neither the Borrowers nor any Subsidiary has received
notice that it is potentially responsible for costs of clean-up or    
 remediation of any actual or imminently threatened Release of Hazardous
     Substances pursuant to any Environmental Control Statute, which costs could
have a material adverse effect on the business, operations, assets or 
condition of the Borrowers and their Subsidiaries taken as a whole.   

               (iv) To the knowledge of the Borrowers, no real property owned or
   leased by the Borrowers or any Subsidiary is in material violation of any
     Environmental Control Statutes, no Hazardous Substances are present on such
     real property that would give rise to a material liability under applicable
Environmental Control Statutes, and neither the Borrowers nor any     
Subsidiary has been identified in any litigation, administrative      
proceedings or investigation                                          

                                                                              47

EX-10.1
53rd Page of 98
TOC
1st
Previous
Next
↓Bottom
Just 53rd
as a potentially responsible party for any liability under any        
     Environmental Control Statutes that could have a material adverse effect on
  the business, operations, assets or condition of the Borrowers and their
Subsidiaries taken as a whole.                                        

     Section 5.14  OHI.   As of the Effective Date one hundred percent
---                             
(100%) of the outstanding Capital Stock of OHI will be owned by Parent Borrower,
and OHI will in turn own one hundred percent (100%) of the outstanding Capital  
Stock of Operating Borrower.  Except for the ownership of Capital Stock of      
Operating Borrower, as of the Effective Date OHI will not own any assets and    
will not engage in any business activities.                                     

  Section 5.15  Amounts Owed to or from Affiliates; Intercompany
                ------------------------------------------------
Agreements.                                                                     
----------                                                                      

    (a) Affiliates.  Except as disclosed on Schedule 5.15, as of the
----------                                          
Effective Date there will not be outstanding and unpaid any debt, loan, advance,
guaranty or investment (i) by any Borrower or any Subsidiary to or for the      
benefit of any Subsidiary or  Affiliate of Borrower or (ii) to any Borrower or  
any Subsidiary from any Subsidiary or Affiliate of Borrower (collectively,      
"Intercompany Debt"), and there will not have been paid (x) by any Borrower to  
or for the benefit of any Affiliate of Borrowers or (y) to any Borrower or any  
Subsidiary from any Subsidiary or Affiliate of Borrowers, any amount for        
management, administrative, operational, consulting, brokerage or other         
services.  As of the Effective Date, neither any Borrower nor any Subsidiary    
will have prepaid to or for the benefit of any Subsidiary or  Affiliate of      
Borrowers any Intercompany Debt or amount for management, administrative,       
operational, consulting, brokerage or other services.                           

      (b) Intercompany Agreements.  Except as disclosed on Schedule 5.15
-----------------------                             
hereto, as of the Effective Date there will not be any agreements between any   
Borrower or any Subsidiary and any Subsidiary or Affiliate of Borrowers relating
to the extension of any funds to any Borrower, the sharing of any costs among   
Borrowers and any Subsidiary or Affiliate of Borrowers or the provision of any  
management, administrative, operational, consulting, brokerage or other services
to Borrowers ("Intercompany Agreements").                                       

     Section 5.16  Maintenance of Insurance.   The Borrowers and their
-------------------------       
Subsidiaries maintain insurance with financially sound and reputable insurance  
companies or associations in such amounts and covering such risks as are usually

                                                                              48

EX-10.1
54th Page of 98
TOC
1st
Previous
Next
↓Bottom
Just 54th
carried by companies engaged in the same or a similar business and similarly    
situated, which insurance may provide for reasonable deductibility from coverage
thereof.                                                                        

Section 5.17  Properties.   Each Borrower and each of their 
----------                      
Subsidiaries has such title to the real property owned by it as is necessary or 
desirable to the conduct of its business and valid and legal title to all of its
material personal property and assets, subject to the Permitted Liens.          

          Section 5.18  Change.   No material adverse change has occurred in the
------                          
business, operations, property, financial condition or prospects of the         
Borrowers and their Subsidiaries since June 30, 1998.                           

          Section 5.19  Outstanding Letters of Credit, Suretyship Agreements and
                        --------------------------------------------------------
Similar Arrangements.   Except as disclosed on Schedule 5.19, there are no      
--------------------                                                            
outstanding letters of credit, suretyship agreements or similar arrangements in 
respect of which one or more of the Borrowers or any of their Subsidiaries have 
reimbursement or indemnification obligations.  Schedule 5.19 includes a         
description of the amounts and principal terms, or copies of, all such letters  
of credit, suretyship agreements and similar arrangements.                      

          Section 5.20  Disclosure Generally.   All written information, reports
--------------------            
and other papers and data produced by or on behalf of the Borrowers or any      
Subsidiary and furnished to the Lenders were, at the time they were so          
furnished, and, except to the extent that they have been updated or supplemented
by additional written information, reports or other papers and data produced by 
the Borrowers or any Subsidiary and furnished to the Lenders on or before the   
Effective Date, are, as of the Effective Date, complete and correct in all      
material respects to the extent necessary to give the recipient a true and      
accurate knowledge of the subject matter.  No document furnished or written     
statement made to the Agent or the Lenders by the Borrowers or any Subsidiary in
connection with the negotiation, preparation or execution of this Agreement or  
any of the Loan Documents contains any untrue statement of a fact material to   
the creditworthiness of the Borrowers or any of their Subsidiaries or omits to  
state a fact necessary in order to make the statements contained therein not    
misleading in any material respect.                                             

          Section 5.21  Year 2000 Compliance.   The Borrowers have (a) initiated
--------------------            
a review and assessment of all areas within their and each of the Subsidiaries' 
business and operations (including those affected by suppliers and vendors) that
could be adversely affected by the risk that computer applications used by the  
Borrowers or any of their Subsidiaries (or their suppliers and vendors) may be  
unable to recognize and                                                         

                                                                              49

EX-10.1
55th Page of 98
TOC
1st
Previous
Next
↓Bottom
Just 55th
perform properly date-sensitive functions involving certain dates prior to and  
any date after December 31, 1999 (the "Year 2000 Problem"), (b) developed a plan
and timeline for addressing the Year 2000 Problem on a timely basis, and (c) to 
date, implemented that plan in accordance with that timetable. The Borrowers    
reasonably believe that all computer applications (including those of their     
suppliers and vendors) that are material to them or any of their Subsidiaries'  
business and operations will on a timely basis be able to perform properly date-
sensitive functions for all dates before and after January 1, 2000 (such        
compliance, "Year 2000 Compliant"), except to the extent that a failure to do so
could not reasonably be expected to have a material adverse effect on the       
Borrowers and their Subsidiaries, taken as a whole.                             

ARTICLE VI

COVENANTS 

    Section 6.1  Affirmative Covenants.   The Borrowers covenant and
---------------------           
agree for themselves and their Subsidiaries (in which case the Borrowers shall  
cause such Subsidiaries to take or refrain from taking the actions described    
below) that, so long as this Agreement shall remain in effect or any Obligation 
shall remain unpaid:                                                            

         (a)  Information.   The Borrowers shall deliver to the Agent and each
-----------                                       
Lender:                                                                         

               (i)  Audited Annual Financials.   As soon as available but within
-------------------------               
ninety-five (95) days of the end of each fiscal year of the Borrowers 
   ending December 31 (each such year, a "Fiscal Year"), a full and complete
set of the annual audited consolidated financial statements (including
statements of financial condition, income, cash flows and changes in  
  shareholders' equity), together with all notes thereto, of the Borrowers
  and their Consolidated Subsidiaries prepared in accordance with GAAP and
certified by an independent accounting firm of national recognition   
   reasonably acceptable to the Required Lenders (which certificate shall be
accompanied by an unqualified opinion of such accounting firm of such 
statements).                                                          

              (ii)  Quarterly Financial Statements.   As soon as available but
------------------------------        
   within fifty (50) days following the end of each of the Borrowers' Fiscal
Quarters, internally prepared consolidated financial statements of the
   Borrowers and their Consolidated Subsidiaries (including a balance sheet,
  income statement and statement of cash flows).  The financial statements
required to be delivered                                              

                                                                              50

EX-10.1
56th Page of 98
TOC
1st
Previous
Next
↓Bottom
Just 56th
under this clause (ii) shall be accompanied by a certificate of an    
Authorized Officer of the Borrowers to the effect that the information
    contained therein is true and accurate as of the date of such certificate.

               (iii)  Exchange Act and Securities Act Filings.   Within five (5)
   ---------------------------------------
    days following the filing with the SEC, copies of all filings by it or any
    of its Subsidiaries under the Exchange Act (including reports on Forms 10-
Q, 10-K and 8-K) and registration statements filed with the SEC under 
    either the Securities Act  or the Exchange Act.  The Parent Borrower shall
     deliver to each Lender and the Agent copies of all of the Parent Borrower's
     Annual Reports and Proxy Statements and, at the request of such Lender, any
other shareholder  communication.                                     

            (iv)   No Default.   Within fifty (50) calendar days after the
----------                          
end of each of the first three Fiscal Quarters of each Fiscal Year and
    within ninety-five (95) calendar days after the end of each Fiscal Year, a
   certificate signed by an Authorized Officer of Parent Borrower certifying
   that, to the best of such officer's knowledge, after due inquiry, (x) the
    Borrowers and each Subsidiary have complied with all covenants, agreements
    and conditions in each Loan Document, and (y) no event has occurred and is
   continuing which constitutes an Event of Default or Potential Default, or
    describing each such event and the remedial steps being taken by Borrower.

             (v)    Compliance.   Within forty-five (45) calendar days after
----------                          
    the end of each of the first three Fiscal Quarters of each Fiscal Year and
within ninety (90) calendar days after the end of each Fiscal Year, a 
certificate signed by an Authorized Officer of Parent Borrower        
demonstrating compliance with all financial covenants (including all  
   relevant calculations) and representations contained in this Agreement as
  of the end of such period.  Such certificate will be in such form as the
  Agent may reasonably request from time to time.  Upon the request of the
  Agent, the Authorized Officer shall provide any and all reports, audits,
and such other information upon which said officer may have relied in 
signing such certificate.                                             

              (vi)   ERISA.   Within fifteen (15) Business Days of filing, all
-----                               
    reports and forms filed with respect to all Benefit Plans, except as filed
  in the normal course of business and that would not result in an adverse
 action to be taken under ERISA, and details of related information of a
Reportable Event.                                                     

                                                                              51

EX-10.1
57th Page of 98
TOC
1st
Previous
Next
↓Bottom
Just 57th
             (vii)  Material Changes.   Within five (5) Business Days of the
----------------                    
  occurrence thereof, notice of any litigation, administrative proceeding,
     investigation, business development, or change in financial condition which
  could reasonably  be expected to have an effect of $5,000,000 or more on
   the business, operations, assets or condition (financial or otherwise) of
the Borrowers and their Subsidiaries taken as a whole.                

              (viii) Other Information.   All material press releases promptly
------------------                  
    following release.  In addition, promptly upon request by the Agent or the
 Lenders from time to time, the Parent Borrower shall provide such other
information and reports regarding the operations, business affairs,   
  prospects and financial condition of Borrowers and their Subsidiaries as
the Agent or the Lenders may reasonably request.                      

(b)  Financial Covenants.                                   
-------------------                               

              (i)   Consolidated Indebtedness to Consolidated Cash Flow Ratio.
                   ---------------------------------------------------------
     The Borrowers and their Subsidiaries, taken as a whole, shall maintain, for
 (and at all times during) each Fiscal Quarter beginning with the Fiscal
 Quarter ending June 30, 1998 (the "Initial Fiscal Quarter"), a ratio of
 Consolidated Indebtedness to Consolidated Cash Flow of not greater than
3.00 to 1.00.  For purposes of this clause (b)(i), Consolidated       
 Indebtedness shall include the present value (discounted at 10%) of the
future minimum operating lease requirements of the Borrowers and their
  Consolidated Subsidiaries.  The ratio contemplated by this clause (b)(i)
 shall be computed on a rolling four quarter basis and shall include the
Fiscal Quarter for which such ratio shall be determined plus the      
immediately preceding three Fiscal Quarters.                          

              (ii)  Consolidated Fixed Charge Ratio.   The Borrowers and their
-------------------------------       
  Subsidiaries, taken as a whole, shall at all times maintain, for (and at
 all times during) each Fiscal Quarter beginning with the Initial Fiscal
     Quarter, a ratio of (x) Consolidated Cash Flow to (y) interest charges plus
   rental expenses under operating leases of not less than 3.25 to 1.00. The
  ratio contemplated by this clause (b)(ii) shall be computed on a rolling
four quarter basis and shall include the Fiscal Quarter for which such
ratio shall be determined plus the immediately preceding three Fiscal 
Quarters.                                                             

              (iii) Consolidated Tangible Net Worth Ratio.   The Borrowers and
------------------------------------- 
     their Subsidiaries, taken as a whole, shall maintain, for (and at all times
  during) each Fiscal Quarter beginning with the Initial Fiscal Quarter, a
Consolidated                                                          

                                                                              52

EX-10.1
58th Page of 98
TOC
1st
Previous
Next
↓Bottom
Just 58th
Tangible Net Worth of not less than (w) eighty-five percent (85%) of  
   Consolidated Tangible Net Worth as of the Effective Date plus (x) eighty-
                                                ----
   five percent (85%) of the net proceeds resulting from any exercise of the
   underwriters' overallotment option in connection with the Parent Borrower
 Public Offering plus (y) fifty percent (50%) of Consolidated Net Income
----                                  
    (computed on a cumulative basis for each Fiscal Quarter during the term of
this Agreement, from the Initial Fiscal Quarter to the date of        
    determination plus (z) one hundred percent (100%) of the net proceeds from
----                                      
the issuance for cash of any Capital Stock of the Borrowers, after the
later of the Effective Date and the closing of any exercise of the    
   underwriters' overallotment option in connection with the Parent Borrower
Public Offering.                                                      

          (c)  Proceeds.   The Borrowers shall use the proceeds of the Loans and
--------                                          
the Standby Letters of Credit for the Permitted Uses and for no other purpose.  

(d)  Payment of Debts and Taxes.   The Borrowers and their  
--------------------------                        
Subsidiaries shall pay all debts, liabilities, taxes, assessments and other     
governmental charges when due in the ordinary course; provided, however, that no
                                             --------  -------
such debt, liability, tax, assessment or other governmental charge need be paid 
if such is being contested in good faith by appropriate legal proceedings and if
such reserves or other appropriate provision, if any, as shall be required by   
GAAP shall have been made therefor.                                             

          (e)  ERISA.   (i) The Borrowers and their Subsidiaries shall comply in
-----                                             
all material respects with the provisions of ERISA to the extent applicable to  
any Benefit Plan maintained for the employees of the Borrowers, any Subsidiary  
or any ERISA Affiliate; (ii) do or cause to be done all such acts and things    
that are required to maintain the qualified status of each Benefit Plan and tax 
exempt status of each trust forming part of such Benefit Plan; (iii) not incur  
any material Accumulated Funding Deficiency or any material liability to the    
PBGC; (iv) permit any event to occur (x) as described in Section 4042 of ERISA  
or (y) which may result in the imposition of a Lien on its properties or assets;
and (v) notify Lenders in writing promptly after it has come to the attention of
senior management of the Borrowers of the assertion or threat of any Reportable 
Event or other event described in Section 4042 of ERISA (relating to the        
soundness of a Benefit Plan) or the PBGC's ability to assert a material         
liability against it or impose a lien on any Borrower's, any Subsidiary's, or   
any ERISA Affiliate's properties or assets; and (f) refrain from engaging in any
Prohibited Transactions or actions causing possible liability under Section 502 
of ERISA.                                                                       

       (f)  Conduct and Maintenance of Business.   The Borrowers and their
-----------------------------------               
Subsidiaries shall continue to engage in business of the same general type as   
now                                                                             

                                                                              53

EX-10.1
59th Page of 98
TOC
1st
Previous
Next
↓Bottom
Just 59th
conducted by the Borrowers and their Subsidiaries.  The Borrowers and their     
Subsidiaries will conduct and manage their respective businesses and affairs in 
the ordinary course, and shall take all steps necessary and reasonable for the  
purpose of preserving the value of their respective businesses and assets.      

       (g)  Preservation of Corporate Existence.   The Borrowers and their
-----------------------------------               
Subsidiaries shall at all times preserve and keep in full force and effect their
respective corporate existence and their respective rights, privileges, licenses
and franchises which are necessary in the normal conduct of their business.     

        (h)  Books and Records.   The Borrowers and their Subsidiaries shall
-----------------                                 
at all times keep and maintain complete and accurate books, accounts and records
of their operations and affairs in accordance with GAAP and customary and sound 
business practices, and shall permit each Lender and the Agent and their        
respective officers, employees, agents and representatives to, from time to time
upon reasonable notice, have access to its place of business, examine such      
books, accounts and records and make copies thereof and discuss the affairs and 
finances of the Borrowers or their Subsidiary with any of their respective      
officers or directors.                                                          

         (i)  Insurance.   The Borrowers and their Subsidiaries shall maintain
---------                                         
in full force and effect policies of insurance with responsible and reputable   
insurance companies or associations in such amounts as are within an acceptable 
range for and covering such risks as are usually and customarily insured against
by companies engaged in similar businesses and owning similar properties in the 
same general area in which the Borrowers and their Subsidiaries are engaged.    

     (j)  Compliance with Laws.   The Borrowers and their Subsidiaries
--------------------                              
shall comply with all applicable Regulations a breach of which could have a     
material adverse effect on the financial condition or business of the Borrowers 
and their Consolidated Subsidiaries (taken as a whole).                         

  (k)  Compliance with Loan Documents.   The Borrowers and their
------------------------------                    
Subsidiaries shall comply with the terms and agreements contained in each Loan  
Document to which they are a party.                                             

   (l)  Lending Relationship with the Agent.   The Borrowers shall
-----------------------------------               
maintain with the Agent the Borrowers' Account.                                 

          (m)  Ownership of Operating Borrower.  The Parent Borrower will at all
-------------------------------                   
times own directly, or indirectly through Parent Borrower's ownership of one    
hundred                                                                         

                                                                              54

EX-10.1
60th Page of 98
TOC
1st
Previous
Next
↓Bottom
Just 60th
percent (100%) of each class of Capital Stock of OHI, all of the shares of each 
class of Capital Stock of the Operating Borrower.                               

          (n)  Notice of Default.   The Borrowers shall, promptly after becoming
-----------------                                 
aware thereof, deliver to each Lender and the Agent notice of any Event of      
Default and Potential Event of Default.                                         

         (o)  Notice of Environmental Claims.   The Borrowers shall deliver to
------------------------------                    
each Lender and the Agent a copy of any notice or other communication (i)       
alleging any material violation by the Borrowers or their Subsidiaries of any   
Environmental Control Statutes or (ii) under which the Borrowers or their       
Subsidiaries shall admit to any such material violation.  Each copy of any such 
notice shall be delivered to the Lenders and the Agent promptly following the   
receipt or issuance thereof by the Borrowers or such Subsidiary.                

        (p)  Payments Pari Passu.   Under applicable laws in force from time
-------------------                               
to time, the claims and rights of the Lenders and the Agent against the         
Borrowers and their Subsidiaries under the Loan Documents will not be           
subordinate to, and will rank at least pari passu with, the claims and rights of
each other unsecured creditor of the Borrowers and their Subsidiaries.          

       (q)  Year 2000 Compliance.   The Borrowers will promptly notify the
--------------------                              
Agent in the event the Borrowers discover or determine that any computer        
application (including those of their suppliers and vendors) that is material to
them or any of their Subsidiaries' business and operations will not be Year 2000
Compliant on a timely basis, except to the extent that such failure could not   
reasonably be expected to have a material adverse effect upon the Borrowers and 
their Subsidiaries, taken as a whole.                                           

          (r)  Further Assurances.   The Borrower shall do such further acts and
------------------                                
things and execute and deliver to the Agent such additional assignments,        
agreements, powers and instruments, as the Lenders may reasonably require or    
reasonably deem advisable to carry into affect the purposes of this Agreement or
to better assure and confirm unto them their rights, powers and remedies        
hereunder.                                                                      

       Section 6.2  Negative Covenants.   The Borrowers covenant and agree
------------------                
for themselves and their Subsidiaries (in which case the Borrowers shall cause  
such Subsidiaries to take or refrain from taking the actions described below),  
that, so long as this Agreement shall remain in effect or any Obligation shall  
remain unpaid:                                                                  

                                                                              55

EX-10.1
61st Page of 98
TOC
1st
Previous
Next
↓Bottom
Just 61st
(a)  Liens.  The Borrowers and their Subsidiaries shall not,
-----                                             
directly or indirectly, create, incur, assume, grant, pledge or permit to exist 
any Lien on the property or assets of the Borrowers and their Subsidiaries other
than Permitted Liens.                                                           

(b)  Indebtedness.  Neither the Borrowers nor any of their  
------------                                      
Subsidiaries shall, directly or indirectly, create, incur, assume or otherwise  
become or remain directly or indirectly liable with respect to, any             
Indebtedness, other than:                                                       

            (i)   the Indebtedness incurred by the Borrowers hereunder and
evidenced by the Revolving Notes and the Swing Line Note;             

        (ii)  the Indebtedness evidenced by the Standby Letters of
Credit, if any, issued by the Lenders in accordance with Section 2.3  
hereof;                                                               

             (iii) Indebtedness of the type secured by Permitted Liens which
    does not exceed (in each case and in the aggregate and as to the Borrowers
    and their Subsidiaries, taken as a whole) the respective amounts set forth
in the definition of Permitted Liens;                                 

             (iv)  Indebtedness in the form of (x) any guarantee, suretyship
 agreement, or similar arrangement effecting the assumption of a debt or
  obligation of the Borrowers or any Subsidiary as to which one or more of
the Borrowers or any Consolidated Subsidiary has a reimbursement or   
  indemnification obligation, or the endorsement of any promissory note or
 other instrument of obligation of any other Subsidiary thereof, in each
case which is entered into in the ordinary course of the Borrower's or
   Subsidiary's business and are necessary and beneficial in connection with
the operation thereof, or (y) any guarantee, suretyship agreement, or 
     similar arrangement effecting the assumption of a debt or obligation of any
   Person (other than the Borrowers or a Subsidiary thereof) as to which one
or more of the Borrowers or any Subsidiary has a reimbursement or     
  indemnification obligation, or the endorsement of any promissory note or
     other instrument of obligation of any Person (other than the Borrowers or a
 Subsidiary thereof), in each case which is entered into in the ordinary
course of the Borrower's or Subsidiary's business, are necessary and  
beneficial in connection with the operation thereof and the aggregate 
amount of all such guarantees, suretyship agreements, or other similar
arrangements shall not exceed in the aggregate $1,000,000.00;         

           (v)   Indebtedness of the types described in clauses (ii) and
     (iv) of this Section 6.2(b) that, together with any other letters of credit
  issued for the account of one or more of the Borrowers or any Subsidiary
thereof as to which                                                   

                                                                              56

EX-10.1
62nd Page of 98
TOC
1st
Previous
Next
↓Bottom
Just 62nd
   one or more of the Borrowers or any Subsidiary thereof have reimbursement
or indemnification obligations, does not exceed $85,000,000 in the    
aggregate; and                                                        

            (vi)  Indebtedness in the form of trade debt, accounts payable
and other similar Indebtedness incurred in the ordinary course of the 
Borrowers' or their Subsidiaries' business.                           

   (c)  Capital Stock.    Without the prior written consent of the
-------------                                     
Required Lenders, neither the Borrowers nor any Subsidiary thereof shall,       
directly or indirectly, repurchase, redeem or retire any of their Capital Stock,
declare or pay any cash dividends on their Capital Stock, except that the       
Borrowers may:                                                                  

            (i)   declare and pay dividends or make other distributions on
their Capital Stock if the Borrowers would be in compliance with all  
  provisions of this Agreement, including without limitation the financial
   ratios contained in Section 6.1 hereof after giving effect to the payment
or distribution thereof; and                                          

            (ii)  repurchase, redeem or retire Capital Stock of the Parent
  Borrower at an aggregate cost of up to (x) $4,000,000.00 per Fiscal Year
and (y) a total of $15,000,000 following the Effective Date.          

        (d)  Loans.  Neither the Borrowers nor any Subsidiary thereof shall,
-----                                             
directly or indirectly, make any loans or advances to any corporate officers or 
directors, or any employees, or any insiders or Affiliates or to any Subsidiary 
of the Borrowers, other than:                                                   

            (i)   travel, relocation and other salary advances made in the
ordinary course of the Borrowers' or their Subsidiaries' business;    

          (ii)  loan the proceeds of the Revolving Loans or Swing Line
   Loans to any Subsidiary of the Borrowers for the purpose of financing the
  acquisition of any Target as contemplated by, and in accordance with the
limitations contained in, Section 6.2(e) hereof; and                  

   (iii) loans to any officer of the Borrowers and their
Subsidiaries for the purpose of enabling such officer to purchase     
 securities of the type described in Section 6.2(c)(ii) hereof, provided
                                                                --------
 that the aggregate amount of all loans made pursuant to this clause and
outstanding from time to time shall not exceed $500,000.00.           

                                                                              57

EX-10.1
63rd Page of 98
TOC
1st
Previous
Next
↓Bottom
Just 63rd
          (e)  No Merger or Acquisition.    Without the prior written consent of
------------------------                          
the Required Lenders, neither the Borrowers nor any Subsidiary thereof shall    
acquire,  whether by stock or asset purchase, merger, consolidation or other    
business combination, any corporation, partnership, limited liability company,  
joint venture or other business organization that, as a result of such          
transaction, becomes a Subsidiary of the Borrowers or one or more of their      
Subsidiaries (any such entity, the "Target"); provided, however, that the       
                             --------  -------
Borrowers or any direct or indirect Consolidated Subsidiary thereof may acquire,
either by way of stock or asset acquisition, merger, consolidation or otherwise,
one or more Targets involved in a line of business similar to the line of       
business of the Borrowers if:                                                   

            (i)   for any calendar year during the term of this Agreement,
  the aggregate consideration (whether such consideration shall consist of
    stock, cash, the assumption of debt, or otherwise, and whether or not paid
at closing or deferred) (any such consideration, "Acquisition         
     Consideration") paid for all Targets acquired during such Fiscal Year shall
not exceed $50,000,000;                                               

            (ii)  for any calendar year during the term of this Agreement,
the cash component (which, for the purposes of this clause (ii), shall
   include all cash and cash equivalents and the assumption of debt, whether
   or not paid at closing or deferred) of Acquisition Consideration paid for
    all Targets acquired during such Fiscal Year shall not exceed $15,000,000;

            (iii) the Borrowers and their Subsidiaries shall, after giving
effect to the acquisition of any such Target as provided above, be in 
    compliance with all of the terms of this Agreement including the financial
   covenants described in Section 6.1(b) hereof as determined on a pro forma
basis;                                                                

             (iv)  such acquisition, merger, consolidation (or otherwise) is
not hostile or pursued by way of tender offer, proxy contest or other 
    contested manner (unless the Required Lenders shall have waived in writing
compliance with this clause (v));                                     

           (v)   for any calendar year during the term of this Agreement
   (including the calendar year beginning January 1, 1998), Targets that are
    not organized under the laws of a state of the United States of America or
     the District of Columbia or of Canada or any province thereof may not be so
acquired; and                                                         

              (vi)  three (3) Business Days prior to consummation thereof, the
     Borrowers shall have delivered to the Agent (which shall promptly deliver a
copy                                                                  

                                                                              58

EX-10.1
64th Page of 98
TOC
1st
Previous
Next
↓Bottom
Just 64th
to the Lenders) a certificate, executed by an Authorized Officer of   
the Borrowers, demonstrating in sufficient detail compliance with the 
financial covenants contained in this Section 6.2(e) and, further,    
certifying that, after giving effect to the consummation of such      
    acquisition, merger, consolidation (or otherwise), the representations and
   warranties of the Borrowers contained herein will be true and correct and
that the Borrowers, as of the date of such consummation, will be in   
compliance with all other terms and conditions contained herein.      

     (f)  Accounting Policies; Fiscal Year.    The Borrowers and their
--------------------------------                  
Subsidiaries shall not, without the prior written consent of the Required       
Lenders, make any material change in accounting policies or reporting practices 
not required by GAAP as applied in the Borrowers' industry, including a change  
in their Fiscal Year.                                                           

(g)  Disposition of Assets.    Neither the Borrowers nor any
---------------------                             
Subsidiary thereof shall, without the prior written consent of the Required     
Lenders, sell, transfer or otherwise dispose of (including by way of a sale and 
leaseback transaction) any its assets (whether real or personal) other than in  
the ordinary and usual course of its business.                                  

(h)  Permitted Investments.    Neither the Borrowers nor any
---------------------                             
Subsidiary thereof shall, without the prior written consent of the Required     
Lenders, make any Investment except for Permitted Investments (it being         
understood and agreed that this clause (h) shall not prohibit the investment in 
any Target to the extent permitted by the provisions of Section 6.2(e) hereof). 

ARTICLE VII 

EVENTS OF DEFAULT 

       Section VII.1  Events of Default.   If one or more of the following
-----------------             
events or conditions (each, an "Event of Default") shall occur and be           
continuing, that is to say:                                                     

          (a) the Borrowers default in the payment of principal of any Revolving
Note or the Swing Line Note when due; or                                        

        (b) the Borrowers default in the payment of interest on any Loan, or
of the Facility Fee, the Administrative Fee, any L/C Fee, the L/C Fronting Fee, 
or of any other fee, expense or other amount payable hereunder after the same   
becomes due                                                                     

                                                                              59

EX-10.1
65th Page of 98
TOC
1st
Previous
Next
↓Bottom
Just 65th
and payable for more than four (4) Business Days after notice thereof has been  
given by the Agent to the Borrowers (which notice may be telephonic); or        

 (c) the Borrowers or any Subsidiary default in any payment of
principal of or interest on, or fees and expenses relating to any other         
obligation for borrowed money beyond any period of grace provided with respect  
thereto or in the performance of any other agreement, term or condition         
contained in any instrument or agreement evidencing, securing, guaranteeing or  
otherwise relating to any such obligation and shall not have cured such default 
within any period of grace provided by such agreement and such obligation,      
either individually or in the aggregate, is for an amount in excess of          
$2,500,000 of the Indebtedness of the Borrowers; or                             

          (d) any written representation or warranty made by the Borrowers in or
pursuant to this Agreement or any other Loan Document or in any other documents,
certificates, financial statements or reports furnished by the Borrowers or any 
Subsidiary of any thereof in connection with the transactions contemplated      
hereby shall prove to have been false or misleading in any material respect as  
of the time made or furnished or deemed made or furnished; or                   

        (e) (i) the Borrowers shall default in the performance or observance
of any covenant, condition or agreement contained in clause (a)(iii)  (ix), (c),
(d), (e), (f), (g), (h), (i), (o) (p) or (r) of Section 6.1 and such default    
shall remained unremedied for more than ten (10) Business Days, or (ii) the     
Borrowers shall default in the performance or observance of any other covenant, 
condition or agreement contained in Section 6.1 or any covenant, condition or   
agreement contained in Section 6.2; or                                          

       (f) the Borrowers shall default in the performance or observance of
any other covenant, condition or provision hereof or in any other Loan Document 
and such default shall not be remedied within thirty (30) days after written    
notice thereof is received by the Borrowers from any Lender or the Agent; or    

        (g) a proceeding (other than a proceeding commenced by the Borrowers
or any Subsidiary thereof, as the case may be) shall have been instituted in a  
court having jurisdiction in the premises seeking a decree or order for relief  
in respect of the Borrowers or such Subsidiary in an involuntary case under any 
applicable bankruptcy, insolvency or other similar law now or                   
hereafter in effect, or for the appointment of a receiver, liquidator, assignee,
custodian, trustee, sequestrator (or similar official) of the Borrowers or such 
Subsidiary or for any substantial part of its total assets, or for the winding- 
up or liquidation of its affairs and such proceedings shall remain undismissed  
or unstayed and in effect for a period of forty-five (45) consecutive           

                                                                              60

EX-10.1
66th Page of 98
TOC
1st
Previous
Next
↓Bottom
Just 66th
days or such court shall enter a decree or order granting the relief sought in  
such proceeding; or                                                             

          (h) the Borrowers or any Subsidiary thereof, as the case may be, shall
commence a voluntary case under any applicable bankruptcy, insolvency or other  
similar law now or hereafter in effect, shall consent to the entry of an order  
for relief in an involuntary case under any such law, or shall consent to the   
appointment of or taking possession by a receiver, liquidator, assignee,        
trustee, custodian, sequestrator (or other similar official) of the Borrowers or
such Subsidiary or for any substantial part of their total assets, or shall make
a general assignment for the benefit of creditors, or shall fail generally to   
pay their debts as they become due, or shall take any corporate action in       
furtherance of any of the foregoing; or                                         

         (i) a judgment or order shall be entered against the Borrowers or any
Subsidiary thereof, by any court, and (i) in the case of a judgment or order for
the payment of money, either (a) such judgment or order shall continue          
undischarged and unstayed for a period of thirty (30) days in which the         
aggregate amount of all such judgments and orders exceeds $1,000,000.00 or (b)  
enforcement proceedings shall have been commenced upon such judgment or order   
and (ii) in the case of any judgment or order for other than the payment of     
money, such judgment or order could, in the reasonable judgment of any Lender,  
together with all other such judgments or orders, have a materially adverse     
effect on the Borrowers and their Subsidiaries taken as a whole; or             

       (j) the representations set forth in Section 5.14 shall cease to be
true and correct; or                                                            

         (k) (i) any Termination Event shall occur with respect to any Benefit
Plan, (ii) any Accumulated Funding Deficiency, whether or not waived, shall     
exist with respect to any Benefit Plan, (iii) any Person shall engage in any    
Prohibited Transaction involving any Benefit Plan, (iv) the Borrowers or any    
ERISA Affiliate shall be in "default" (as defined in ERISA Section 4219(c)(5))  
with respect to payments owing to a Multiemployer Benefit Plan as a result of   
the Borrowers' or any ERISA Affiliate's complete or partial withdrawal (as      
described in ERISA Section 4203 or 4205) from such Multiemployer Benefit Plan,  
(v) the Borrowers or any ERISA Affiliate shall fail to pay when due an amount   
that is payable by it to the PBGC or to a Benefit Plan under Title IV of ERISA, 
or (vi) a proceeding shall be instituted by a fiduciary of any Benefit Plan     
against the Borrowers or any ERISA Affiliate to enforce ERISA Section 515 and   
such proceeding shall not have been dismissed within 30 days thereafter, except 
that no event or condition referred to in clauses (i) through (vi) shall        
constitute an Event of                                                          

                                                                              61

EX-10.1
67th Page of 98
TOC
1st
Previous
Next
↓Bottom
Just 67th
Default if it, together with all other such events or conditions at the time    
existing, has not had, and in the reasonable determination of the Required      
Lenders will not have, a materially adverse effect on the Borrowers and their   
Subsidiaries, taken as whole; or                                                

(l) the occurrence of a Change in Control;                  

then, and upon any such event, the Agent, with the consent of the Required      
Lenders, may (i) upon notice to the Borrowers declare the entire outstanding    
principal amount, if any, of the Revolving Notes, the Swing Line Note, any and  
all accrued and unpaid interest thereon, the aggregate amount outstanding under 
all Standby Letters of Credit, any and all accrued and unpaid Facility Fee,     
Administrative Fee, L/C Fees, the L/C Fronting Fee and any and all other amounts
payable by the Borrowers to the Lenders or the Agent under this Agreement or the
Revolving Notes or the Swing Line Note to be forthwith due and payable,         
whereupon the entire outstanding principal amount, if any, of the Revolving     
Notes and the Swing Line Note, together with any and all accrued and unpaid     
interest thereon, the aggregate amount outstanding under all Standby Letters of 
Credit, any and all accrued and unpaid Facility Fee, Administrative Fee, the    
fees in respect of Standby Letters of Credit, and any and all other such amounts
and such reimbursement shall become and be forthwith due and payable, without   
presentment, demand, protest or further notice of any kind, all of which are    
hereby expressly waived by the Borrowers; provided, however, that in the event  
                     --------  -------
of the entry of an order for relief with respect to the Borrowers or their      
Subsidiary under the Bankruptcy Code, any principal amount of the Revolving     
Notes and the Swing Line Note then outstanding, together with any and all       
accrued and unpaid interest thereon, the aggregate amount outstanding under all 
Standby Letters of Credit, any and all accrued and unpaid Facility Fee,         
Administrative Fee and any fee in respect of any Standby Letter of Credit, and  
any and all such other amounts shall thereupon automatically become and be due  
and payable without presentment, demand, protest or notice of any kind, all of  
which are hereby expressly waived by the Borrowers; (ii) terminate or reduce the
Revolving Loan Commitment; and (iii) exercise any rights and remedies available 
to it under any Loan Document or under applicable laws.                         

ARTICLE VIII  

THE AGENT 

Section 8.1  Appointment of Agent.                          
--------------------              

                                                                              62

EX-10.1
68th Page of 98
TOC
1st
Previous
Next
↓Bottom
Just 68th
         (a) Appointment Generally.  Each of the Lenders hereby designates and
---------------------                               
appoints Crestar Bank as the Agent of such Lender under this Agreement and the  
other Loan Documents, and each of the Lenders hereby irrevocably authorizes the 
Agent to take such action on its behalf under the provisions of this Agreement  
and the other Loan Documents and to exercise such powers as are set forth herein
and therein, together with such other powers as are incidental thereto.  The    
Agent agrees to act as such on the express conditions contained in this Article 
VIII.                                                                           

        (b) Agent Acts for Lenders.  The provisions of this Article VIII are
----------------------                              
solely for the benefit of the Agent and the Lenders and the Borrowers shall have
no right (including as third party beneficiary) to rely on or enforce any of the
provisions hereof.  In performing its functions and other duties under this     
Agreement and the other Loan Documents, the Agent shall act solely as agent for 
the Lenders and does not assume and shall not be deemed to have assumed any     
obligation toward or relationship of agency or trust with or for the Borrowers  
or any of their Affiliates.                                                     

  Section 8.2  Nature of Duties; Non-Reliance on Agent and other
               -------------------------------------------------
Lenders.                                                                        
-------                                                                         

      (a) The Agent shall not have any duties or responsibilities except
those expressly set forth in this Agreement or in the other Loan Documents. The 
duties of the Agent shall be mechanical and administrative in nature. The Agent 
shall not have by reason of this Agreement or any other Loan Document a         
fiduciary relationship in respect of any Lender and is not a trustee for the    
Lenders. Nothing in this Agreement or any of the other Loan Documents, expressed
or implied, is intended to or shall be construed to impose upon the Agent any   
obligations in respect of this Agreement or any of the other Loan Documents     
except as expressly set forth herein and therein. If the Agent seeks the consent
or approval of the Lenders to the taking or refraining from taking of any action
hereunder, the Agent shall send notice thereof to each Lender. The Agent shall  
promptly notify each Lender at any time the Required Lenders or all of the      
Lenders, as the case may be, have instructed the Agent to act or refrain from   
acting pursuant hereto. The Agent may execute any of its duties hereunder or    
under any other Loan Document by or through agents or attorneys-in-fact and     
shall be entitled to advice of counsel concerning all matters pertaining to such
duties. The Agent shall not be responsible for the negligence or misconduct of  
any agents or attorneys-in-fact selected by it with reasonable care.            

         (b) Each Lender expressly acknowledges that neither the Agent nor any
of its officers, directors, employees, agents, attorneys-in-fact or Affiliates  
has made any representations or warranties to it and that no act by the Agent   
or any Affiliate thereof hereinafter taken, including any review of the affairs 
of the Borrowers or any                                                         

                                                                              63

EX-10.1
69th Page of 98
TOC
1st
Previous
Next
↓Bottom
Just 69th
Subsidiary thereof, shall be deemed to constitute any representation or warranty
by the Agent to any Lender. Each Lender represents to the Agent that it has,    
independently and without reliance upon the Agent or any other Lender, and based
on such documents and information as it has deemed appropriate, made its own    
appraisal of and investigation into the business, assets, operations, property, 
financial and other conditions, prospects and creditworthiness of the Borrowers 
and their Subsidiaries and made its own decision to make its Loans and issue or 
participate in the issuance of Standby Letters of Credit hereunder and enter    
into this Agreement and the other Loan Documents to which it is a party. Each   
Lender covenants 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 analysis,         
appraisals and decisions in taking or not taking action under this Agreement or 
any other Loan Document to which it is a party, and to make such investigations 
as it deems necessary to inform itself as to the business, assets, operations,  
property, financial and other conditions, prospects and creditworthiness of the 
Borrowers and their Subsidiaries. Except for notices, reports and other         
documents expressly required to be furnished to the Lenders by the Agent        
hereunder, the Agent shall not have any duty or responsibility to provide any   
Lender with any credit or other information concerning the business, operations,
assets, property, financial and other conditions, prospects or creditworthiness 
of the Borrowers and their Subsidiaries which may come into the possession of   
the Agent or any of its officers, directors, employees, agents, attorneys-in-   
fact or Affiliates.                                                             

      Section 8.3  Rights, Exculpation, Etc.   Neither the Agent nor any
------------------------          
of its Affiliates nor any of their respective officers, directors, employees,   
agents, attorneys or consultants shall be liable to any Lender for any action   
taken or omitted by it or such Person hereunder or under any of the other Loan  
Documents, or in connection herewith or therewith, except that (a) the Agent    
shall be obligated on the terms set forth herein for performance of its express 
obligations hereunder, and (b) neither the Agent nor any such other Person shall
have any liability hereunder or under any other Loan Document except to the     
extent arising out of its own gross negligence or willful misconduct (as        
determined by the final judgment of a court of competent jurisdiction). The     
Agent shall not be liable for any apportionment or distribution of payments made
by it in good faith pursuant to the terms of this Agreement and if any such     
apportionment or distribution is subsequently determined to have been made in   
error the sole recourse of any Lender to whom payment was due, but not made,    
shall be to recover from other Lenders any payment in excess of the amount to   
which they are determined to have been entitled. The Agent shall not be         
responsible to any Lender for any recitals, statements, representations or      
warranties made by the Borrowers or Subsidiary thereof in this Agreement or in  
any other Loan Document or in any other document, certificate report            

                                                                              64

EX-10.1
70th Page of 98
TOC
1st
Previous
Next
↓Bottom
Just 70th
or financial statement delivered by the Borrowers or any Subsidiary thereof in  
connection herewith or therewith or for the execution, effectiveness,           
genuineness, validity, enforceability, collectibility, or sufficiency of this   
Agreement or any of the other Loan Documents, or any of the transactions        
contemplated thereby, or for the financial condition of the Borrowers or any of 
their Subsidiaries. The Agent shall not be required to make any inquiry         
concerning conditions of this Agreement or any of the Loan Documents or the     
financial condition of the Borrowers or their Subsidiaries or the existence or  
possible existence of any Potential Event of Default or Event of Default. The   
Agent may at any time request instructions from the Lenders with respect to any 
actions or approvals which by the terms of this Agreement or of any of the other
Loan Documents the Agent is permitted or required to take or to grant, and if   
such instructions are promptly requested, the Agent shall be absolutely entitled
to refrain from taking any action or to withhold any approval and shall not     
incur any liability whatsoever to any Person for refraining from any action or  
withholding any approval under any of the Loan Documents until it shall have    
received such instructions from the Required Lenders or, to the extent          
specifically provided herein, all the Lenders or unless it shall first be       
indemnified by the Lenders against any and all liability and expense which may  
be incurred by it by reason of refraining to take any action or withholding any 
approval. Without limiting the foregoing, no Lender shall have any right of     
action whatsoever against the Agent as a result of the Agent acting or          
refraining from acting under this Agreement or any of the other Loan Documents  
in accordance with the instructions of the Required Lenders or, to the extent   
specifically provided herein, all the Lenders, and such instructions shall be   
binding upon all Lenders (including their successors and assigns).              

Section 8.4  Reliance; Notice of Default.                   
---------------------------       

    (a) The Agent shall be entitled to rely upon any written notice,
statement, certificate, order, letter, cablegram, telegram, telecopy, telex or  
teletype message, statement or other document or any telephone message believed 
by it in good faith to be genuine and correct and to have been signed or made by
the proper Person, and with respect to all matters pertaining to this Agreement 
or any of the other Loan Documents and its duties hereunder or thereunder, upon 
advice of legal counsel (including counsel for the Borrowers), independent      
public accountants and other experts selected by it with reasonable care.  The  
Agent may deem and treat each Lender as the owner of its interests hereunder for
all purposes unless and until the Agent shall have received a duly executed     
instrument of assignment as contemplated by Section 9.8(c) hereof and the other 
conditions to assignment, to the extent applicable, shall have been satisfied.  

                                                                              65

EX-10.1
71st Page of 98
TOC
1st
Previous
Next
↓Bottom
Just 71st
        (b) The Agent shall not be deemed to have knowledge or notice of the
occurrence of any Event of Default or Potential Event of Default unless the     
Agent has received notice from a Lender or the Borrowers referring to this      
Agreement, describing such Event of Default or Potential Event of Default and   
stating that such notice is a "notice of Event of Default" of "notice of        
Potential Event of Default", as the case may be.  The Agent shall take such     
action with respect to such Event of Default or Potential Event of Default as   
shall be reasonably directed by the Required Lenders.                           

       Section 8.5  Indemnification.   To the extent that the Agent is not
---------------                   
reimbursed and indemnified by the Borrowers or the Borrowers fail upon demand by
the Agent to perform their obligations to reimburse or indemnify the Agent, the 
Lenders will severally reimburse and indemnify the Agent for and against any and
all liabilities, obligations, losses, damages, penalties, actions, judgments,   
suits, costs, expenses or disbursements of any kind or nature whatsoever which  
may be imposed on, incurred by, or asserted against the Agent in any way        
relating to or arising out of this Agreement or any of the other Loan Documents 
or any action taken or omitted by the Agent under this Agreement or any of the  
other Loan Documents, in proportion to each Lender's Pro Rata Share; provided,  
                                                                  --------
that no Lender shall be liable for any portion of such liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or       
disbursements resulting from the Agent's gross negligence or willful misconduct 
(as determined by the final judgment of a court of competent jurisdiction). The 
obligations of the Lenders under this Section 8.5 shall survive the payment in  
full of the Revolving Loans and the Swing Line Loans and the termination of this
Agreement.                                                                      

       Section 8.6  The Agent Individually.   With respect to its Pro Rata
----------------------            
Share hereunder and the Revolving Loans, Swing Line Loans, if any, and Standby  
Letters of Credit made by it, the Agent shall have and may exercise the same    
rights and powers hereunder and is subject to the same obligations and          
liabilities as and to the extent set forth herein for any other Lender.  The    
term "Lenders" or "Required Lenders" or any similar terms shall, unless the     
context clearly otherwise indicates, include the Agent in its individual        
capacity as a Lender.  The Agent and its Affiliates may accept deposits from,   
lend money to, and generally engage in any kind of banking, trust or other      
business with the Borrowers as if it were not acting as Agent pursuant hereto.  

Section 8.7  Successor Agent; Resignation of Agent.         
   -------------------------------------

      (a) The Agent may resign from the performance of its functions and
duties hereunder at any time by giving at least twenty (20) days' prior written 
notice to the Lenders and the Borrowers.  In the event that the Agent gives     
notice of its desire to resign from the performance of its functions and duties 
as Agent, any such resignation                                                  

                                                                              66

EX-10.1
72nd Page of 98
TOC
1st
Previous
Next
↓Bottom
Just 72nd
shall take effect only upon (i) the repayment of any portion of the fees        
received by the Agent required by Section 3.7(c) and (ii) the acceptance by a   
successor Agent of appointment pursuant to clauses (b) and (c) below.           

     (b) The Required Lenders shall jointly appoint a successor Agent,
which shall be a Lender hereunder. A successor Agent that is not one of the     
original Lenders under this Agreement shall be reasonably acceptable to the     
Borrowers, such acceptance not to be unreasonably withheld, delayed or          
conditioned. Unless the Borrowers object to the appointment of a successor Agent
within five (5) Business Days after receipt of notice thereof, the Borrowers    
shall be conclusively presumed to have consented to the appointment of the      
successor Agent.                                                                

         (c) If a successor Agent shall not have been so appointed within said
twenty (20) day period, the retiring Agent shall then appoint a successor Agent 
who shall serve as Agent until such time, if any, as the Lenders appoint a      
successor Agent as provided above, it being understood and agreed that any      
successor Agent so appointed by the retiring Agent pursuant to this clause (c)  
need not be, notwithstanding the provisions of clause (b) above, a Lender       
hereunder so long as such successor Agent is a commercial bank organized under  
the laws of the United States of America or of any State thereof or of the      
District of Columbia and has a combined capital and surplus of at least         
$1,000,000,000.00.                                                              

          (d) Upon the appointment of a successor Agent, the term "Agent" shall,
for all purposes of this Agreement and the other Loan Documents, thereafter     
include such successor Agent, the retiring Agent shall be discharged from its   
duties and obligations as Agent, as appropriate, under this Agreement and the   
other Loan Documents and the successor Agent shall thereupon succeed to and     
become vested with all the rights, powers, privileges and duties of the retiring
Agent, except that the retiring Agent shall reserve all rights as to obligations
accrued or due to it, in its capacity as such, at the time of such succession   
and all rights (whenever arising) under Section 9.10 hereof.                    

      Section 8.8  Certain Matters Requiring the Consent of all Lenders.
                  ----------------------------------------------------
Subject to the provisions of Section 8.9(b) hereof, the consent of all the      
Lenders shall be required for taking any of the following required or permitted 
actions hereunder:                                                              

          (a) any decrease or increase in any interest rate or margin applicable
to any Loan or in any fee payable hereunder, or change in the method of         
computing the interest rate or margin applicable to any Loan or in any fee      
payable hereunder;                                                              

(b)  any change in the Maturity Date;                       

                                                                              67

EX-10.1
73rd Page of 98
TOC
1st
Previous
Next
↓Bottom
Just 73rd
(c) any increase in the Aggregate Commitment;               

 (d) any increase or decrease in the Commitment of any Lender;

(e) any change in the definition of Required Lenders;       

         (f) any assignment or delegation of Borrowers' Obligations and rights
hereunder;                                                                      

(g) any change in the definition of Pro Rata Share;         

      (h) any amendment, modification or waiver of this Section 8.8; and

          (i) any postponement of the date of payment of any principal, interest
or fees (other than the Administrative Fee, which may be postponed or waived at 
the sole discretion of the Agent) due hereunder.                                

For the avoidance of doubt, all other actions, consents, waivers and amendments 
permitted or required hereunder by the Lenders shall be by the Required Lenders 
(unless such action, consent, waiver or amendment shall relate only to an       
individual Lender, in which case such action may be taken by such Lender        
individually).                                                                  

    Section 8.9  Defaulting Lenders Vote Not Counted.   Whenever the
 -----------------------------------
"Required Lenders" or "all the Lenders" shall be required or permitted to take  
any action pursuant to the provisions of any Loan Document, for so long as a    
Lender shall be in default of its obligation to advance its Pro Rata Share of   
any Loan or advance any other funds to the Agent or any other Lender as required
hereunder:                                                                      

         (a) until the earlier of the cure of such default and the termination
of the Revolving Loan Commitment, the term Required Lenders for purposes of this
Agreement shall mean Lenders  (excluding all Lenders whose default shall have   
not been cured) whose Pro Rata Shares represent more than sixty-six and two-    
thirds percent (66K%) of the aggregate Pro Rata Shares of such Lenders; and     

         (b) until the earlier of the cure of such default and the termination
of the Revolving Loan Commitment, the term "all the Lenders" for purposes of    
this Agreement shall mean Lenders (excluding all Lenders whose default shall    
have not been cured) whose Pro Rata Shares represent one hundred percent (100%) 
of the aggregate Pro Rata Shares of such Lenders.                               

                                                                              68

EX-10.1
74th Page of 98
TOC
1st
Previous
Next
↓Bottom
Just 74th
ARTICLE IX  

MISCELLANEOUS 

        Section 9.1  Amendments and Waivers; Cumulative Remedies.   No delay
         -------------------------------------------
or failure of any Lender or the Agent or the holder of any the Revolving Notes  
or the Swing Line Note in exercising any right, power or privilege hereunder or 
under any other Loan Document shall affect such right, power or privilege; nor  
shall any single or partial exercise thereof or any abandonment or              
discontinuance of steps to enforce such a right, power or privilege preclude any
further exercise thereof or of any other right, power or privilege. The rights  
and remedies of any Lender or the Agent or any other holder of the Revolving    
Notes or the Swing Line Note are cumulative and not exclusive of any rights or  
remedies which any of them would otherwise have. Neither this Agreement or any  
other Loan Document, nor any term, condition, representation, warranty, covenant
or agreement hereof or thereof, may be changed, waived, discharged or terminated
orally but only by an instrument in writing executed by the party against whom  
such change, waiver, discharge or termination is sought. Any waiver, permit,    
consent or approval of any kind or character (whether involving a breach,       
default, provision, condition or term hereof or otherwise) on the part of any   
Lender or the Agent or any other holder of any Note, or of the Borrowers under  
this Agreement, or under any other Loan Document shall be effective only in the 
specific instance and for the purpose for which given and only to the extent set
forth specifically in writing. No notice or demand given hereunder shall entitle
the recipient thereof to any other or further notice or demand in similar or    
other circumstances.                                                            

  Section 9.2  Survival of Representations and Warranties.   All
        ------------------------------------------
representations, warranties, covenants and agreements of the Borrowers contained
herein or made in writing in connection herewith shall survive the execution and
delivery of this Agreement, the making of Loans hereunder and the  issuance of  
the Notes.                                                                      

         Section 9.3  Supervening Illegality  .  If, after the Effective Date,
----------------------            
as the result of (a) the adoption of any law, rule or regulation by any         
Governmental Authority, (b) any change in the existing laws, rules and          
regulations of any Governmental Authority, (c) the issuance of any order or     
decree by any Governmental Authority, (d) any change in the interpretation or   
administration of any applicable law, rule, regulation, order or decree by any  
Governmental Authority (including any central bank or similar agency) charged   
with the interpretations or administration thereof, or (e) compliance by any    
Lender with any request or directive (whether or not having the force of law) of
any Bank Governmental Body, it shall be unlawful or impossible for any          

                                                                              69

EX-10.1
75th Page of 98
TOC
1st
Previous
Next
↓Bottom
Just 75th
Lender to maintain the Revolving Loans or the Swing Line Loans, such Lender     
shall so notify the Borrowers and the Agent and such Lender, by giving the      
Borrowers at least one hundred twenty (120) Business Days' prior written notice,
may require the Borrowers to prepay the aggregate principal amount of, and all  
accrued and unpaid Facility Fee and all other fees and all accrued and unpaid   
interest on, the Revolving Loans and the Swing Line Loans, as the case may be   
(together with any other amounts that may become payable hereunder as a result  
thereof, including all amounts pursuant to Section 9.10 of this Agreement), on a
Business Day (the "Prepayment Date") specified in such notice. If after the date
of this Agreement and prior to the initial Funding Date it shall become unlawful
for any Lender to make any Revolving Loans or Swing Line Loans hereunder or to  
maintain its Commitment, this Agreement shall terminate forthwith with respect  
to such Lender and neither such Lender nor the Borrowers shall have any further 
rights or obligations under this Agreement, provided, however, that the         
Borrowers, in the event of any termination pursuant to this second sentence of  
Section 9.3, shall pay to such Lender the amount of all accrued and unpaid fees,
if any, together with all amounts then due pursuant to Section 9.10 hereof. If  
it shall become unlawful for any such Lender to make any Revolving Loans or     
Swing Line Loans as provided in this Section 9.3, the Revolving Loan Commitment 
shall automatically be deemed to be decreased in the amount of such Lender's Pro
Rata Share, and the Commitment of each such other Lender shall be adjusted      
accordingly.                                                                    

    Section 9.4  No Reduction in Payments.   All payments due to the
------------------------          
Lenders hereunder, and all other terms, conditions, covenants and agreements to 
be observed and performed by the Borrowers hereunder, shall be made, observed or
performed by the Borrowers without any reduction or deduction whatsoever,       
including any reduction or deduction for any set-off, recoupment, counterclaim  
(whether sounding in tort, contract or otherwise) or tax.                       

       Section 9.5  Stamp Taxes.   The Borrowers agree to pay, and to save
-----------                       
each Lender harmless from all liability for, any State or Federal stamp,        
transfer, documentary or similar taxes, assessments or charges (herein "Stamp   
Taxes"), and any penalties or interest (excluding any penalties or interest     
resulting from the willful misconduct or gross negligence of any Lender or the  
Agent) with respect thereto, which may be assessed, levied, collected or imposed
by or upon such Lender, or otherwise become payable by such Lender, in          
connection with the execution and delivery of this Agreement or the other Loan  
Documents.                                                                      

   Section 9.6  Notices.  Any notice, statement, request or demand
-------                           
required or permitted hereunder to be in writing may be given by telecopy,      
telex, cable or other customary means of electronic communication or by         
registered or certified mail (return                                            

                                                                              70

EX-10.1
76th Page of 98
TOC
1st
Previous
Next
↓Bottom
Just 76th
receipt requested) or express courier, postage prepaid. All notices, statements,
requests and demands given to or made upon any party hereto in accordance with  
the provisions of this Agreement shall be deemed to have been given or made, in 
the case of telephonic notice (to the extent expressly permitted hereunder) when
made, or in the case of any other type of notice, when actually received, if:   

to the Borrowers, to it at:                                 

Overnite Corporation                              
1000 Semmes Avenue                                
P.O. Box 1216                                     
Richmond, VA 23218                                
Attention:  Patrick D. Hanley                     
Telephone:  (804) 231-8000                        
Telecopy:  (804) _____________                    

with a copy to:                                             

Overnite Corporation                              
1000 Semmes Avenue                                
P.O. Box 1216                                     
Richmond, VA 23218                                
Attention:  General Counsel                       
Telephone:  (804) ____________                    
Telecopy:  (804) _____________                    

if to the Agent, to it at:                                  

Crestar Bank                                      
919 East Main Street                              
P.O. Box 26665                                    
Richmond, VA 23219                                
Attention:  Keith A. Hubbard                      
Telephone:  (804) 782-5356                        
Telecopy:  (804) 782-5413                         

                                                                              71

EX-10.1
77th Page of 98
TOC
1st
Previous
Next
↓Bottom
Just 77th
and if to any Lender, to it at its                
address specified opposite its                    
name on the signature pages                       
hereto.                                           

or such other address for notice as any party hereto may designate for itself in
a notice to the other party, except in cases where it is expressly provided     
herein that such notice, statement, request or demand shall not be effective    
until received by the party to whom it is addressed.                            

   Section 9.7  Governing Law.   THIS AGREEMENT AND THE OTHER LOAN
-------------                     
DOCUMENTS SHALL BE DEEMED TO BE CONTRACTS UNDER THE LAWS OF THE COMMONWEALTH OF 
VIRGINIA AND, FOR ALL PURPOSES, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE COMMONWEALTH OF VIRGINIA WITHOUT REGARD TO THE CONFLICTS OF
LAWS PRINCIPLES.                                                                

     Section 9.8  Successors and Assigns; Participations; Assignments.
                 ---------------------------------------------------

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

        (b) Participations.  Any Lender may sell participation in all or any
--------------                                      
part of the Revolving Loans made by it or its Commitment or any other interest  
herein or in its Revolving Note or in any other document delivered or instrument
delivered in connection herewith to another bank or other entity.  In the case  
of such participation by a Lender, (i) the participant shall not have any rights
under this Agreement or the applicable Revolving Note or any other document or  
instrument delivered in connection herewith (the participant's rights against   
such Lender in respect of such participation to be those set forth in the       
agreement executed by such Lender in favor of the participant relating thereto),
(ii) all amounts payable by the Borrowers shall be determined as if such        
Lender had not sold such participation and (iii) the Borrowers shall continue to
deal directly with such Lender with respect to the transactions contemplated    
hereby.                                                                         

 (c) Assignments.  Each Lender may assign any of its rights or
-----------                                         
interests under the Loan Documents to one or more financial institutions,       
provided that:                                                                  
--------                                                                        

          (i)   each such assignment shall be in an amount not less than
$10,000,000.00 (or such lesser amount if, after giving effect to such 
assignment                                                            

                                                                              72

EX-10.1
78th Page of 98
TOC
1st
Previous
Next
↓Bottom
Just 78th
and all other assignments by such Lender occurring substantially      
     simultaneously therewith, such assigning Lender shall hold no Commitment or
any Revolving Loan);                                                  

       (ii)  each such assignment by a Lender of its Commitment or
  Revolving Loans shall be made in such manner so that the same portion of
   such Lender's Commitment, Revolving Loans, Revolving Note and obligations
  in respect of any Standby Letter of Credit is assigned to the respective
assignee Lender;                                                      

            (iii) the assigning Lender shall pay to the Agent a one-time fee
in the amount of $3,000.00; and                                       

           (iv)  the Parent Borrower and the Agent shall have consented to
such Assignment, which consent shall not be unreasonably withheld or  
    delayed; provided that no consent of the Parent Borrower shall be required
--------                                            
   for assignments (x) to a Lender or an Affiliate of a Lender or (y) during
the continuance of an Event of Default.                               

Upon execution and delivery by the assignee to the Borrowers and the Agent of an
instrument in writing pursuant to which such assignee agrees to be a "Lender"   
hereunder (if not already a Lender) having the Commitment and Revolving Loans   
specified in such assignment, and upon the consent of the Parent Borrower or the
Agent to the extent required above, the assignee shall have, to the extent of   
such assignment, the rights, benefits and obligations of a Lender hereunder     
holding the Commitment, Revolving Loans (or portions thereof) and Standby       
Letters of Credit or deemed participations therein, as applicable, assigned to  
it pursuant to such assignment (in addition to the Commitment, Revolving Loans  
(or portions thereof) and Standby Letters of Credit or deemed participations    
therein, as applicable, theretofore held by such assignee), and the assigning   
Lender shall, to the extent of such assignment, be relieved from its Commitment 
(or portion thereof) and other obligations hereunder so assigned.               

          Section 9.9   Affirmative Rate of Interest Permitted by Law.   Nothing
             ---------------------------------------------
in this Agreement or in any Note shall require the Borrowers to pay interest to 
the Agent for the account of the Lenders at a rate exceeding the maximum rate   
permitted by applicable law to be charged or received by the Lenders, it being  
understood that this Section 9.9 is not intended to make the criminal laws of   
any jurisdiction applicable in circumstances in which they would not otherwise  
apply.  If the rate of interest specified herein, in any Revolving Note or in   
the Swing Line Note would otherwise exceed the maximum rate so permitted to be  
charged or received with respect to any amounts                                 

                                                                              73

EX-10.1
79th Page of 98
TOC
1st
Previous
Next
↓Bottom
Just 79th
outstanding hereunder or under such Revolving Note or the Swing Line Note, the  
rate of interest required to be paid to the Agent for the account of the Lenders
shall be automatically reduced to such maximum rate.                            

Section 9.10  Costs and Expenses; Indemnification.          
   -----------------------------------

         (a) Without regard to whether the Effective Date shall have come into
existence or whether any Revolving Loan or Swing Line Loan or Standby Letter of 
Credit shall have been made or issued hereunder, the Borrowers shall pay to each
Lender and the Agent, as the case may be, and reimburse each Lender and the     
Agent for, as the case may be, and save each Lender and the Agent, as the case  
may be, harmless from and indemnify each Lender and the Agent, as the case may  
be, against losses from:  (i) all out-of-pocket costs and expenses of the Agent 
and the Lenders (including such costs and expenses incurred by the Agent on     
behalf of the Lenders) in connection with the preparation, execution, delivery, 
waiver, modification and amendment of this Agreement and any other Loan Document
(to the extent applicable) and any other document or instrument delivered in    
connection with the transactions contemplated hereby, including, without        
limitation, the reasonable fees and expenses of counsel for the Agent with      
respect thereto, and (ii) all reasonable out-of-pocket costs and expenses, if   
any (including, without limitation, reasonable counsel fees and expenses), of   
the Agent in such capacity (including such costs and expenses incurred by the   
Agent on behalf of the Lenders) in connection with the enforcement (whether     
through negotiations, legal proceedings or otherwise) of this Agreement and any 
other Loan Document and any other document or instrument delivered in connection
with the transactions contemplated hereby, including, for the avoidance of doubt
and without limitation, reasonable counsel fees and expenses in connection with 
the enforcement of rights under this Section 9.10(a); provided, that,           
                                    --------
notwithstanding the foregoing, the Borrowers shall not be obligated to pay costs
and expenses referred to in this Section 9.10(a) to the extent that such costs  
and expenses directly result from the gross negligence or willful misconduct of 
a Lender or the Agent.                                                          

    (b) The Borrowers shall jointly and severally indemnify and hold
harmless each Lender, the Agent and their respective affiliates, officers,      
directors, employees, agents and advisors (each, an "Indemnified Person") from  
and against, and pay and reimburse each Indemnified Person for, any and all     
claims, damages, losses, liabilities and expenses (including, without           
limitation, reasonable fees and disbursements of counsel) which may be incurred 
by or asserted or awarded against any Indemnified Person in each case arising   
out of or in connection with or by reason of, or in connection with the         
preparation for a defense of, any investigation, litigation or proceeding       
arising out of, related to or in connection with this Agreement, the            

                                                                              74

EX-10.1
80th Page of 98
TOC
1st
Previous
Next
↓Bottom
Just 80th
Revolving Notes, the Swing Line Note and any other document or instrument       
delivered in connection with the transactions contemplated hereby, whether or   
not an Indemnified Person is a party hereto or thereto and whether or not the   
Effective Date shall have come into existence or any Revolving Loan or Swing    
Line Loan or Standby Letter of Credit has been made or issued under this        
Agreement; provided, however, that the Borrowers shall have no obligation to    
--------  -------                                         
indemnify or hold harmless any Indemnified Person for liability or expenses to  
the extent arising out of such Indemnified Person's gross negligence or willful 
misconduct.                                                                     

          (c) All amounts payable by the Borrowers under this Section 9.10 shall
be immediately due upon written request by a Lender or Agent, as the case may   
be, for the payment thereof.  The obligations of the Borrowers under this       
Section 9.10 shall survive the payment of the Revolving Notes and the Swing Line
Note.                                                                           

        Section 9.11  Set-Off; Suspension of Payment and Performance.   Each
              ----------------------------------------------
Lender and the Agent is hereby authorized by the Borrowers, at any time and from
time to time, without notice (a) during any Event of Default, to set off        
against, and to appropriate and apply to the payment of, the liabilities of the 
Borrowers then due under this Agreement and any other Loan Document any and all 
liabilities owing by any Lender or the Agent or any of their Affiliates to the  
Borrowers (whether payable in Dollars or any other currency, whether matured or 
unmatured and, in the case of liabilities that are deposits (including, without 
limitation, any funds from time to time on deposit in the Borrowers' Account or 
other account maintained with any Lender or the Agent Lender, whether general or
special, time or demand and however evidenced and whether maintained at a branch
or office located within or without the United States), and (b) during any Event
of Default, to suspend the payment and performance of such liabilities owing by 
such Person or its Affiliates and, in the case of liabilities that are deposits,
to return as unpaid for insufficient funds any and all checks and other items   
drawn against such deposits.                                                    

Section 9.12  Sharing of Collections, Proceeds and Set-Offs;
              ----------------------------------------------
Application of Payments.                                                        
-----------------------                                                         

        (a) If any Lender, by exercising any right of set-off, counterclaim,
foreclosure or otherwise, receives payment of principal or interest or other    
amount due on any Loan or Standby Letter of Credit which is greater than the Pro
Rata Share of such Lender, the Lender receiving such proportionately greater    
payment shall purchase such participations in the Loans and Standby Letter of   
Credit reimbursement obligations held by the other Lenders, and such other      
adjustments shall be made as may be required, so that all such payments shall be
shared by the Lenders on the basis of their                                     

                                                                              75

EX-10.1
81st Page of 98
TOC
1st
Previous
Next
↓Bottom
Just 81st
respective Pro Rata Shares; provided that if all or any portion of such         
--------                
proportionately greater payment of such indebtedness is thereafter recovered    
from, or must otherwise be restored by, such purchasing Lender, the purchase    
shall be rescinded and the purchase price restored to the extent of such        
recovery, but without interest being paid by such purchasing Lender. Borrowers  
agree, to the fullest extent they may effectively do so under applicable law,   
that any holder of a participation in a Loan or reimbursement obligation,       
whether or not acquired pursuant to the foregoing arrangements, may exercise    
rights of set-off or counterclaim and other rights with respect to such         
participation as fully as if such holder of a participation were a direct       
creditor of Borrowers in the amount of such participation. If under any         
applicable bankruptcy, insolvency or other similar law, any Lender receives a   
secured claim in lieu of a set-off to which this Section would apply, such      
Lender shall, to the extent practicable, exercise its rights in respect of such 
secured claim in a manner consistent with the rights of the Lenders entitled    
under this Section to share in the benefits of any recovery on such secured     
claim.                                                                          

         (b) If an Event of Default or a Potential Event of Default shall have
occurred and be continuing, the Agent and each Lender and Borrowers agree that  
all payments on account of the Loans and Standby Letters of Credit shall be     
applied by the Agent and the Lenders as follows:                                

              (i)   First, to the Agent for any fees then due and payable to the
Agent under this Agreement until such fees are paid in full;          

      (ii)  Second, to the Agent for any fees, costs or expenses
    (including expenses described in Section 9.10) incurred by the Agent under
   any of the Loan Documents or this Agreement, then due and payable and not
    reimbursed by Borrowers or the Lenders until such fees, costs and expenses
are paid in full;                                                     

        (iii) Third, to the Lenders for their Pro Rata Shares of the
  Facility Fee then due and payable under this Agreement until such fee is
paid in full;                                                         

           (iv)  Fourth, to the Lenders for their respective shares of all
 costs, expenses and fees then due and payable from Borrowers until such
costs, expenses and fees are paid in full;                            

        (v)   Fifth, to the Lenders for their Pro Rata Shares of all
     interest then due and payable from Borrowers until such interest is paid in
full; and                                                             

                                                                              76

EX-10.1
82nd Page of 98
TOC
1st
Previous
Next
↓Bottom
Just 82nd
        (vi)  Sixth, to the Lenders for their Pro Rata Shares of the
     principal amount of the Loans and reimbursement obligations with respect to
  Standby Letters of Credit then due and payable from Borrowers until such
   principal is paid in full, which percentage shares shall be calculated by
determining each Lender's Pro Rata Share.                             

     Section 9.13  Lenders' Obligations Several; Independent Nature of
                   ---------------------------------------------------
Lenders' Rights.   The obligation of each Lender hereunder is several and not   
---------------                                                                 
joint, and no Lender shall be the agent of any other (except to the extent the  
Agent is authorized to act as such hereunder).  No Lender shall be responsible  
for the obligation or commitment of any other Lender hereunder.  In the event   
that any Lender at any time should fail to make a Loan as herein provided, the  
other Lenders, or any of them as may then be agreed upon, at their sole option, 
may make the Loan that was to have been made by the Lender so failing to make   
such Loan. Nothing contained in any Loan Document and no action taken by Agent  
or any Lender pursuant hereto or thereto shall be deemed to constitute Lenders  
to be a partnership, an association, a joint venture or any other kind of       
entity. The amounts payable at any time hereunder to each Lender shall be a     
separate and independent debt.                                                  

   Section 9.14  Judicial Proceedings; Waiver of Jury Trial.   Any
          ------------------------------------------
judicial proceeding brought against the Borrowers with respect to any Credit    
Agreement Related Claim may be brought in any court of competent jurisdiction in
the Commonwealth of Virginia, and, by execution and delivery of this Agreement, 
the Borrowers (a) accepts, generally and unconditionally, the nonexclusive      
jurisdiction of such courts and any related appellate court and irrevocably     
agrees to be bound by any judgment rendered thereby in connection with any      
Credit Agreement Related Claim and (b) irrevocably waives any objection it may  
now or hereafter have as to the venue of any such proceeding brought in such a  
court or that such a court is an inconvenient forum.  The Borrowers hereby      
waives personal service of process and consents that service of process upon it 
may be made by certified or registered mail, return receipt requested, at its   
address specified or determined in accordance with the provisions of Section 9.6
of this Agreement, and service so made shall be deemed completed on the earlier 
of (i) the receipt thereof and (ii) the fifth (5th) Business Day after such     
service is deposited in the mail. Nothing herein shall affect the right of any  
Lender, the Agent or any other Indemnified Person to serve process in any other 
manner permitted by law or shall limit the right of any Lender, the Agent or any
other Indemnified Person to bring proceedings against the Borrowers in the      
courts of any other jurisdiction. Any judicial proceeding by the Borrowers      
against any Lender or the Agent involving any Credit Agreement Related Claim    
shall be brought only in a court located in the Commonwealth of Virginia. THE   
BORROWERS AND THE LENDERS AND THE AGENT HEREBY WAIVE                            

                                                                              77

EX-10.1
83rd Page of 98
TOC
1st
Previous
Next
↓Bottom
Just 83rd
TRIAL BY JURY IN ANY JUDICIAL PROCEEDING TO WHICH THEY ARE PARTIES INVOLVING ANY
CREDIT AGREEMENT RELATED CLAIM.                                                 

  Section 9.15  Integration.   This Agreement and the other Loan
-----------                     
Documents constitute the entire agreement of the Agent, the Lenders and the     
Borrowers with respect to the subject matter hereof and thereof, and there are  
no promises, undertakings, representations or warranties by the Agent or any    
Lender relative to the subject matter hereof or thereof not expressly set forth 
or referred to herein or in the other Loan Documents.                           

    Section 9.16  Further Acts and Assurances.   The Borrowers shall
---------------------------     
promptly and duly execute and deliver to a Lender or the Agent, as the case may 
be, and to such other persons as such Lender or the Agent shall designate, such 
further instruments and shall take such further action as may be required by law
or as such Lender or the Agent may from time to time request in order more      
effectively to carry out and accomplish the intent and purpose of this Agreement
and the other Loan Documents and to establish and protect the rights and        
remedies created or intended to be created in favor of the Lender hereunder or  
under any other Loan Document.                                                  

         Section 9.17  No Fiduciary Relationship.   The Borrowers acknowledges
-------------------------       
that no provision of this Agreement or in any of the other Loan Documents, and  
no course of dealing between any Lender or the Agent and any Borrowers shall be 
deemed to create any fiduciary duty by the Agent or any Lender to the Borrowers.

      Section 9.18  Severability.   The provisions of this Agreement are
------------                    
severable, and if any clause or provision of this Agreement shall be held       
invalid or unenforceable in whole or in part in any jurisdiction, then such     
clause or provision shall, as to such jurisdiction, be ineffective to the extent
of such invalidity or unenforceability without in any manner affecting the      
validity or enforceability of such clause or provision in any other jurisdiction
or the remaining provisions hereof in any jurisdiction.                         

       Section 9.19  Counterparts.   This Agreement may be executed in any
------------                    
number of counterparts and by different parties hereto on separate counterparts,
each complete set of which, when so executed and delivered by all parties, shall
be an original, but all such counterparts shall together constitute but one and 
the same instrument.                                                            

  Section 9.20  Headings, Bold Type and Table of Contents.   The
         -----------------------------------------
section headings, subsection headings, and bold type used herein and the Table  
of Contents hereto have been inserted for convenience of reference only and do  
not constitute matters to be considered in interpreting this Agreement.         

                                                                              78

EX-10.1
84th Page of 98
TOC
1st
Previous
Next
↓Bottom
Just 84th
       IN WITNESS WHEREOF, the parties hereto, by their officers thereunto
duly authorized, have executed this Agreement as of the day and year first above
written.                                                                        

BORROWERS 

              OVERNITE CORPORATION

                       By:__________________________
                          Name:_____________________
                          Title:____________________

                         OVERNITE TRANSPORTATION COMPANY

                       By:__________________________
                          Name:_____________________
                          Title:____________________

AGENT 

      CRESTAR BANK

                      By:_________________________
                       Name:  Keith A. Hubbard
                             Title:  Senior Vice President

 LENDERS

Address:                             CRESTAR BANK                               

919 East Main Street                 By:________________________                
P.O. Box 26665                       Name:  Keith A. Hubbard                    
Richmond, VA  23219                  Title:  Senior Vice President              
Attention:  Keith A. Hubbard                                                    
Telephone:  (804) 782-5356                                                      
Telecopier:  (804) 782-5413                                                     

                                                                              79

EX-10.1
85th Page of 98
TOC
1st
Previous
Next
↓Bottom
Just 85th
                                                                    Exhibit A to
                                                      Revolving Credit Agreement

FORM OF 
REVOLVING NOTE
--------------

REVOLVING NOTE

U.S.$_________________                                 Dated:  August __, 1998  

         FOR VALUE RECEIVED, the undersigned, Overnite Corporation, a Virginia
corporation, and Overnite Transportation Company, a Virginia corporation        
(collectively, the "Borrowers"), hereby promise to pay on August __, 2003 (the  
"Maturity Date") to the order of [CRESTAR BANK] (the "Lender") the principal    
amount of the lesser of (x) __________ MILLION UNITED STATES DOLLARS            
-                             
($___________) and (y) the aggregate amount of Revolving Loans made by the      
-                                       
Lender to the Borrowers pursuant to the Agreement (as hereinafter defined) and  
remaining outstanding on such date.  Capitalized terms used (but not defined) in
this Revolving Note shall have the meanings given to them in the Agreement (as  
hereinafter defined).                                                           

          The Borrowers promise to pay interest from the initial Funding Date of
such Revolving Loans until the Maturity Date on the principal amount of this    
Revolving Note from time to time outstanding at the rate, and in the manner,    
prescribed in the Agreement.  Any principal amount of, or any interest accrued  
on, this Revolving Note which is not paid on the date due shall bear interest   
from such due date until paid in full at the Default Rate. In no event shall the
rate of interest borne by this Revolving Note at any time exceed the maximum    
rate of interest permitted at that time under applicable law.                   

      Payments of the principal amount of and interest on this Revolving
Note shall be made in lawful money of the United States of America to the       
Lending Office of the Agent on behalf of the Lender as provided in the          
Agreement.                                                                      

1 

EX-10.1
86th Page of 98
TOC
1st
Previous
Next
↓Bottom
Just 86th
        This Revolving Note is one of the Revolving Notes referred to in the
Credit Agreement, dated as of August __, 1998 (the "Agreement"), among the      
Lender, the other financial institutions from time to time a party thereto, the 
Borrowers and the Agent.  The Lender is entitled to the rights and benefits of  
the Agreement and the other Loan Documents.  The Agreement, among other things, 
contains provisions for optional and mandatory prepayments on account of the    
principal of this Revolving Note by the Borrowers and for acceleration of the   
maturity of this Revolving Note upon the terms and conditions therein specified.

       THIS REVOLVING NOTE IS BEING ISSUED IN THE COMMONWEALTH OF VIRGINIA
AND FOR ALL PURPOSES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE  
LAWS OF THE COMMONWEALTH OF VIRGINIA WITHOUT REGARD TO THE CONFLICTS OF LAWS    
PRINCIPLES.                                                                     

OVERNITE CORPORATION

                       By:________________________________________
                          Name:___________________________________
                          Title:__________________________________

           OVERNITE TRANSPORTATION COMPANY

                       By:________________________________________
                          Name:___________________________________
                          Title:__________________________________

2 

EX-10.1
87th Page of 98
TOC
1st
Previous
Next
↓Bottom
Just 87th
                                                                    Exhibit B to
                                                      Revolving Credit Agreement

FORM OF 
SWING LINE NOTE 
--------------- 

SWING LINE NOTE 

U.S.$10,000,000                                          Dated:  August __, 1998

         FOR VALUE RECEIVED, the undersigned, Overnite Corporation, a Virginia
corporation, and Overnite Transportation Corporation, a Virginia corporation    
(collectively, the "Borrowers"), hereby promise to pay on August __, 2003 (the  
"Maturity Date") to the order of CRESTAR BANK (the "Lender") the principal      
amount of the lesser of (x) TEN MILLION UNITED STATES DOLLARS ($10,000,000.00)  
-                             
and (y) the aggregate amount of Swing Line Loans made by the Lender to the      
-                                                                     
Borrowers pursuant to the Agreement (as hereinafter defined) and remaining      
outstanding on such date.  Capitalized terms used (but not defined) in this     
Swing Line Note shall have the meanings given to them in the Agreement (as      
hereinafter defined).                                                           

          The Borrowers promise to pay interest from the initial Funding Date of
such Swing Line Loans until the Maturity Date on the principal amount of this   
Swing Line Note from time to time outstanding at the rate, and in the manner,   
prescribed in the Agreement.  Any principal amount of, or any interest accrued  
on, this Swing Line Note which is not paid on the date due shall bear interest  
from such due date until paid in full at the Default Rate. In no event shall the
rate of interest borne by this Swing Line Note at any time exceed the maximum   
rate of interest permitted at that time under applicable law.                   

       Payments of the principal amount of and interest on this Swing Line
Note shall be made in lawful money of the United States of America to the       
Lending Office of the Agent on behalf of the Lender as provided in the          
Agreement.                                                                      

         This Swing Line Note is the Swing Line Note referred to in the Credit
Agreement, dated as of August __, 1998 (the "Agreement"), among the Lender, the 

1 

EX-10.1
88th Page of 98
TOC
1st
Previous
Next
↓Bottom
Just 88th
other financial institutions from time to time a party thereto, the Borrowers   
and the Agent.  The Lender is entitled to the rights and benefits of the        
Agreement and the other Loan Documents.  The Agreement, among other things,     
contains provisions for optional and mandatory prepayments on account of the    
principal of this Swing Line Note by the Borrowers and for acceleration of the  
maturity of this Swing Line Note upon the terms and conditions therein          
specified.                                                                      

        THIS SWING LINE NOTE IS BEING ISSUED IN THE COMMONWEALTH OF VIRGINIA
AND FOR ALL PURPOSES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE  
LAWS OF THE COMMONWEALTH OF VIRGINIA WITHOUT REGARD TO THE CONFLICTS OF LAWS    
PRINCIPLES.                                                                     

OVERNITE CORPORATION

                    By:_____________________________________
                       Name:________________________________
                       Title:_______________________________

           OVERNITE TRANSPORTATION COMPANY

                     By:______________________________________
                        Name:_________________________________
                        Title:________________________________

2 

EX-10.1
89th Page of 98
TOC
1st
Previous
Next
↓Bottom
Just 89th
                                                                    Exhibit C to
                                                      Revolving Credit Agreement

FORM OF 
BORROWING REQUEST 
REVOLVING LOANS 
_______________ ___, 1998 

Crestar Bank, as Agent                                                          
919 East Main Street                                                            
P.O. Box 26665                                                                  
Richmond, VA  23219                                                             

Attention:     Keith A. Hubbard,                  
 Senior Vice President

Ladies and Gentlemen:                                                           

          Reference is made to the Credit Agreement dated as of August ___, 1998
as hereafter amended from time to time (the "Credit Agreement") among the       
undersigned, the lenders from time to time parties thereto (the "Lenders") and  
Crestar Bank, as Agent for the Lenders and for itself, providing for certain    
Revolving Loans and Standby Letters of Credit subject to the terms and          
conditions specified therein.  Capitalized terms used herein and not otherwise  
defined shall have the respective meanings assigned to such terms in the Credit 
Agreement.                                                                      

          In accordance with the Credit Agreement the undersigned hereby request
that the Lenders [make, convert or renew] a Revolving Loan, in the aggregate    
amount of $__________ [at least $3,000,000, in multiples of $500,000], to be    
[made, converted or renewed] on _______________ ___, 19__.  The undersigned     
hereby request that such Revolving Loan be made as follows:                     

(a)   Interest Rate Option                                  

[Base Rate or Applicable LIBOR Rate]            

1 

EX-10.1
90th Page of 98
TOC
1st
Previous
Next
↓Bottom
Just 90th
(b)   LIBOR Period of LIBOR Loan (if applicable)            

[One, two, three or six months]                 

      The undersigned hereby certify that (a) since the date of the most
recent financial statements provided to the Lenders, there has been no material 
adverse change in the Borrowers' or their Consolidated Subsidiaries' (taken as a
whole) financial condition or in the Borrowers' or their Consolidated           
Subsidiaries' (taken as a whole) assets, (b) the representations and warranties 
of the Borrowers contained in the Credit Agreement are true and correct as of   
the date hereof as though made on and as of the date hereof, (c) no event has   
occurred and is continuing, or shall result from the Revolving Loan requested   
hereby after giving effect to the application of the proceeds therefrom, which  
constitutes an Event of Default or would constitute a Potential Event of        
Default, and (d) the amount of the requested Revolving Loan, when added to the  
outstanding balances of the Revolving Loans and outstanding Standby Letters of  
Credit, will not exceed the Aggregate Commitment on the date of such Loan.      

       Very truly yours,

          OVERNITE CORPORATION

                              By:_____________________________________
                                   Name:______________________________
                                   Title:_____________________________

                     OVERNITE TRANSPORTATION COMPANY

                              By:_____________________________________
                                   Name:______________________________
                                   Title:_____________________________

2 

EX-10.1
91st Page of 98
TOC
1st
Previous
Next
↓Bottom
Just 91st
                                                                   SCHEDULE I TO
                                                  THE REVOLVING CREDIT AGREEMENT

Name of Lender                                           Commitment (in Dollars)
--------------                                           -----------------------

Crestar Bank                                             $______________________

-i- 

EX-10.1
92nd Page of 98
TOC
1st
Previous
Next
↓Bottom
Just 92nd
                                                                    Schedule 1.1

Existing Liens
--------------

                                                        [Enlarge/Download Table]

---------------------------------------------------------------------------------------------------------
   DEBTOR/     CREDITOR/  GENERAL DESCRIPTION      GENERAL NATURE      OUTSTANDING   ANNUAL    MATURITY  
   OBLIGOR      OBLIGEE       OF PROPERTY             OF LIEN           PRINCIPAL   PRINCIPAL            
---------------------------------------------------------------------------------------------------------
                                                                                                         
(e.g., Overnite                                   (e.g., Capital                                         
Transportation)                                    Lease, mortgage,                                      
                                                   purchase money                                        
                                                   security interest)                                    
-------------------------------------------------------------------------------------------------------  

-i- 

EX-10.1
93rd Page of 98
TOC
1st
Previous
Next
↓Bottom
Just 93rd
                                                                   Schedule 5.11

Subsidiaries
------------

-i- 

EX-10.1
94th Page of 98
TOC
1st
Previous
Next
↓Bottom
Just 94th
                                                                    Schedule 5.5

Litigation  
----------  

-ii-  

EX-10.1
95th Page of 98
TOC
1st
Previous
Next
↓Bottom
Just 95th
                                                                    Schedule 5.6

Defaults  
--------  

-iii- 

EX-10.1
96th Page of 98
TOC
1st
Previous
Next
↓Bottom
Just 96th
                                                                   Schedule 5.15

Intercompany Debts and Intercompany Agreements  
----------------------------------------------  

-iv-  

EX-10.1
97th Page of 98
TOC
1st
Previous
Next
↓Bottom
Just 97th
                                                                   Schedule 5.19

Letters of Credit, Suretyship Agreements and Similar Arrangements 
----------------------------------------------------------------- 

-v- 

EX-10.1
Last Page of 98
TOC
1st
Previous
Next
↓Bottom
Just 98th
SCHEDULES 
--------- 

Schedule I            -- Lender Commitments                           

Schedule 1.1          -- Existing Liens                               

Schedule 5.5          -- Litigation                                   

Schedule 5.6          -- Defaults                                     

Schedule 5.11         -- Subsidiaries                                 

  Schedule 5.15         --  Intercompany Debts and Intercompany Agreements

Schedule 5.19         --  Letters of Credit, Suretyship Agreements and
Similar Arrangements      

EXHIBITS
--------

Exhibit A    Form of Revolving Note                                   

Exhibit B    Form of Swing Line Note                                  

Exhibit C    Form of Borrowing Notice                                 

-vi-  

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-1/A’ Filing		Date		First		Last			Other Filings
		1/1/00		55
		12/31/99		55
		9/30/98		12
		8/15/98		45
Filed on:		7/22/98
		6/30/98		46		57
		6/18/98		42
		5/20/98		19					S-1
		1/1/98		63
									List all Filings