CREDIT AGREEMENT

                                   dated as of

                                February 23, 2001

                                      among

                          THE GREAT ATLANTIC & PACIFIC
                                     TEA COMPANY, INC.,
                          THE GREAT ATLANTIC & PACIFIC
                           COMPANY OF CANADA, LIMITED
                                       and
                        The Other Borrowers Party Hereto,
                                  as Borrowers

                                       and

                            The Lenders Party Hereto,

                                       and

                                 THE CHASE MANHATTAN BANK,
                          as U.S. Administrative Agent

                            THE CHASE MANHATTAN BANK OF CANADA,
                        as Canadian Administrative Agent
                                ---------------------------

                                    JPMORGAN,
                            a division of CHASE SECURITIES INC.,
                                   as Arranger

                           GMAC Commercial Credit LLC
                                       and
                           GMAC Business Credit, LLC,
                             as Co-Collateral Agents

                                Foothill Capital,
                              as Syndication Agent

                            The Bank of Nova Scotia,
                             as Documentation Agent



                                                      [CS&M Ref. No. 6701-168]



<PAGE>


                                                                           2




                            TABLE OF CONTENTS


                                                                            Page

                                    ARTICLE I

                                   Definitions

SECTION 1.01.  Defined Terms.......................................1
SECTION 1.02.  Classification of Loans and Borrowings.............37
SECTION 1.03.  Terms Generally....................................37
SECTION 1.04.  Accounting Terms; GAAP.............................38
SECTION 1.05.  Currencies; Exchange Rates.........................38
SECTION 1.06.  Borrowing Base Adjustments.........................38

                                   ARTICLE II

                                   The Credits

SECTION 2.01.  Commitments........................................39
SECTION 2.02.  Loans and Borrowings...............................40
SECTION 2.03.  Requests for Borrowings............................41
SECTION 2.04.  Acceptances........................................43
SECTION 2.05.  Letters of Credit..................................49
SECTION 2.06.  Funding of Borrowings..............................57
SECTION 2.07.  Interest Elections.................................58
SECTION 2.08.  Termination, Reduction or Reallocation of Commitments    60
SECTION 2.09.  Repayment of Loans; Evidence of Debt...............63
SECTION 2.10.  Prepayment of Loans................................64
SECTION 2.11.  Fees  66
SECTION 2.12.  Interest...........................................68
SECTION 2.13.  Alternate Rate of Interest.........................70
SECTION 2.14.  Increased Costs....................................71
SECTION 2.15.  Break Funding Payments.............................72
SECTION 2.16.  Taxes 73
SECTION 2.17.  Payments Generally; Pro Rata Treatment; Sharing of Setoffs     76
SECTION 2.18.  Mitigation Obligations; Replacement of Lenders.....79
SECTION 2.19.  Money of Account, etc..............................80
SECTION 2.20.  Currency Fluctuations, etc.........................80
SECTION 2.21.  Consolidation of Credit Facilities.................81
SECTION 2.22.  Substitution of Mortgaged Property.................85

                                   ARTICLE III

                         Representations and Warranties

SECTION 3.01.  Organization; Powers...............................86
SECTION 3.02.  Authorization; Enforceability......................86
SECTION 3.03.  Governmental Approvals; No Conflicts...............87
SECTION 3.04.  Financial Condition; No Material Adverse Change....87
SECTION 3.05.  Properties.........................................88
SECTION 3.06.  Litigation and Environmental Matters...............88
SECTION 3.07.  Compliance with Laws and Agreements................89
SECTION 3.08.  Investment and Holding Company Status..............89
SECTION 3.09.  Taxes 89
SECTION 3.10.  Employee Benefit Plans.............................89
SECTION 3.11.  Disclosure.........................................90
SECTION 3.12.  Subsidiaries.......................................91
SECTION 3.13.  Insurance..........................................91
SECTION 3.14.  Labor Matters......................................91
SECTION 3.15.  Security Documents.................................92

                                   ARTICLE IV

                                   Conditions

SECTION 4.01.  Effective Date.....................................94
SECTION 4.02.  Each Credit Event..................................98

                                    ARTICLE V

                              Affirmative Covenants

SECTION 5.01.  Financial Statements and Other
                     Information..................................98
SECTION 5.02.  Notices of Material Events........................101
SECTION 5.03.  Information Regarding Collateral..................102
SECTION 5.04.  Existence; Conduct of Business....................103
SECTION 5.05.  Payment of Obligations............................103
SECTION 5.06.  Maintenance of Properties.........................103
SECTION 5.07.  Insurance.........................................103
SECTION 5.08.  Casualty and Condemnation.........................104
SECTION 5.09.  Books and Records; Inspection and Audit Rights....104
SECTION 5.10.  Compliance with Laws..............................105
SECTION 5.11.  Use of Proceeds and Letters of Credit.............105
SECTION 5.12.  Additional Subsidiaries...........................105
SECTION 5.14.  Further Assurances................................106

                                   ARTICLE VI

                               Negative Covenants

SECTION 6.01.  Indebtedness; Certain Equity
                     Securities..................................107
SECTION 6.02.  Liens 109
SECTION 6.03.  Fundamental Changes...............................110
SECTION 6.04.  Investments, Loans, Advances, Guarantees and Acquisitions     111
SECTION 6.05.  Asset Sales.......................................112
SECTION 6.06.  Sale and Leaseback Transactions...................113
SECTION 6.07.  Hedging Agreements................................113
SECTION 6.08.  Restricted Payments; Certain Payments of Indebtedness    113
SECTION 6.09.  Transactions with Affiliates......................114
SECTION 6.10.  Restrictive Agreements............................115
SECTION 6.11.  Amendment of Material Documents...................115
SECTION 6.12.  Fixed Charge Coverage Ratio.......................115
SECTION 6.13.  Total Funded Debt to Consolidated EBITDA Ratio....116
SECTION 6.14.  Limitation on Capital Expenditures................117
SECTION 6.15.  Foreign Employee Benefit Plans....................118
SECTION 6.16.  Limitation on Change in Fiscal Year...............118


                                   ARTICLE VII

                                Events of Default


                                  ARTICLE VIII

                                   The Agents


                                   ARTICLE IX

                                  Miscellaneous

SECTION 9.01.  Notices...........................................125
SECTION 9.02.  Waivers; Amendments...............................126
SECTION 9.03.  Expenses; Indemnity; Damage Waiver................129
SECTION 9.04.  Successors and Assigns............................131
SECTION 9.05.  Survival..........................................134
SECTION 9.06.  Counterparts; Integration;
                     Effectiveness...............................135
SECTION 9.07.  Severability......................................135
SECTION 9.08.  Right of Setoff...................................135
SECTION 9.09.  GOVERNING LAW; Jurisdiction; Consent to Service of Process    136
SECTION 9.10.  WAIVER OF JURY TRIAL..............................137
SECTION 9.11.  Headings..........................................137
SECTION 9.12.  Confidentiality...................................137
SECTION 9.13.  Interest Rate Limitation..........................138



<PAGE>


                                                                           5






SCHEDULES:

Schedule 1    -- Mortgaged Properties
Schedule 1(a)       -- Existing Letters of Credit
Schedule 2.01       -- Commitments
Schedule 3.06       -- Disclosed Matters
Schedule 3.10(b) --     Foreign Employee Benefit Plan    Underfunding
Schedule 3.12       -- Subsidiaries
Schedule 3.13       -- Insurance
Schedule 3.15(b) -- UCC Filings
Schedule 3.15(c) -- Intellectual Property Filings
Schedule 3.15(d) -- Mortgage Filings
Schedule 6.01    -- Existing Indebtedness
Schedule 6.02    -- Existing Liens
Schedule 6.04    -- Existing Investments
Schedule 6.10       -- Existing Restrictions

EXHIBITS:

Exhibit A -- Form of Assignment and Acceptance Exhibit B -- Form of Borrowing
Base Certificate Exhibit C-1 -- Form of Canadian Guarantee Agreement Exhibit C-2
-- Form of Canadian Holdco Guarantee Agreement Exhibit D -- Form of Canadian
Pledge Agreement Exhibit E -- Form of Canadian Security Agreement Exhibit F --
Form of Discount Note Exhibit G -- Form of Indemnity, Subrogation and
                     Contribution Agreement
Exhibit H      --  Form of Perfection Certificate
Exhibit I      --  Form of U.S. Guarantee Agreement
Exhibit J      --  Form of U.S. Pledge Agreement
Exhibit K      --  Form of U.S. Security Agreement
Exhibit L      --  Form of Notice of Drawing
Exhibit M      --  Form of Local Counsel Opinion
Exhibit N      --  Form of Opinion General Counsel of the
Company
Exhibit O      --  Form of Opinion of Cahill Gordon & Reindel
Exhibit P      --  Form of Opinion of Miller Thomson LLP




<PAGE>




[NyCorp; creditagreement501; 05/14/01--11:20 AM]
                                                          CONFORMED COPY





                        CREDIT AGREEMENT dated as of February 23, 2001, among
                  THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC., a Maryland
                  corporation, THE GREAT ATLANTIC & PACIFIC COMPANY OF CANADA,
                  LIMITED, a Canadian corporation, the other BORROWERS party
                  hereto, the LENDERS party hereto, THE CHASE MANHATTAN BANK, as
                  U.S. Administrative Agent, and THE CHASE MANHATTAN BANK OF
                  CANADA, as Canadian Administrative Agent.


            The parties hereto agree as follows:


                                ARTICLE I

                               Definitions

            SECTION 1.01.  Defined Terms.  As used in this Agreement, the
 following terms
have the meanings specified below:

            "ABR", when used in reference to any Loan or Borrowing, refers to
whether such Loan, or the Loans comprising such Borrowing, are bearing interest
at a rate determined by reference to the Alternate Base Rate.

            "Acceptance" means a Draft drawn by the Canadian Borrower on a
Canadian Lender conforming to the requirements of Section 2.04 and accepted by
such Canadian Lender in accordance with Section 2.04(c). As the context shall
require, "Acceptance" shall also have the meaning ascribed to it in Section
2.04(j).

            "Acceptance Equivalent Loan" means an advance made under this
Agreement by a Canadian Lender evidenced by a Discount Note.



<PAGE>


                                                                         2




            "Acceptance Exposure" means, at any time, the aggregate principal
amount of the outstanding Acceptances and Acceptance Equivalent Loans at such
time, expressed in U.S. Dollars. Acceptance Exposure shall include the face
amount of all outstanding bankers' acceptances as of the Effective Date in
respect of which the Canadian Lenders have agreed to indemnify the accepting
banks under the letter agreement dated as of February 23, 2001 among the banks
who have accepted such acceptances, the Canadian Administrative Agent and the
Canadian Lenders. The Acceptance Exposure of any Canadian Lender at any time
shall be its Applicable Percentage of the aggregate Acceptance Exposure at such
time.

            "Acceptance Fee" has the meaning assigned to it in Section 2.11(d).

            "Acceptance Obligation" means, in respect of each Acceptance, the
obligation of the Canadian Borrower to pay to the Canadian Lender that accepted
such Acceptance the face amount thereof as required by Section 2.04(e).

            "Additional Shrink Amount" shall be calculated on any date only if
the Additional Shrink Percentage with respect to grocery, perishable or HBA, as
the case may be, on such date is greater than 1% and means, on any date, with
respect to grocery, perishable or HBA, as the case may be, an amount that is
equal to (a) (i) the amount by which the Additional Shrink Percentage exceeds 1%
with respect to grocery, perishable or HBA, respectively, on such date
multiplied by total sales (expressed in U.S. Dollars) of grocery, perishable or
HBA, respectively, for all Stores for the immediately preceding twelve fiscal
monthly periods divided by (ii) twelve, multiplied by (b) the Turnover Rate on
such date for grocery, perishable or HBA, respectively, located at the Stores.

            "Additional Shrink Percentage" shall be applicable solely to
grocery, perishable and HBA located at the Stores and means, on any date, with
respect to grocery, perishable or HBA, as the case may be, a percentage that is
equal to the amount of shrink in retail dollars (aggregated in U.S. Dollars),
with respect to grocery, perishable or HBA, respectively, actually incurred by
the Stores at which physical inventories were taken by the Loan Parties divided
by sales of grocery, perishable or HBA, respectively, in retail dollars
(expressed in U.S. Dollars) for the locations at which physical inventories were
taken by the Loan Parties, in each case during the immediately preceding 13
four-week fiscal periods.

            "Adjusted Eligible Inventory" means, on any date, Eligible Inventory
less any profits or transfer price additions charged or accrued in connection
with transfers of such Eligible Inventory between the Company and the other Loan
Parties or among the other Loan Parties minus, to the extent included in
Eligible Inventory, the sum of (a) the Additional Shrink Amounts with respect to
grocery, perishable and HBA and (b) the Pharmacy Reserve.



<PAGE>


            "Adjusted LIBO Rate" means, with respect to any Eurodollar Borrowing
for any Interest Period, an interest rate per annum (rounded upwards, if
necessary, to the next 1/16 of 1%) equal to (a) the LIBO Rate for such Interest
Period multiplied by (b) the Statutory Reserve Rate.

            "Administrative Agents" means the U.S. Administrative Agent and the
Canadian Administrative Agent.

            "Administrative Questionnaire" means an Administrative Questionnaire
in a form supplied by an Administrative Agent.

            "Affiliate" means, with respect to a specified Person, another
Person that directly, or indirectly through one or more intermediaries, Controls
or is Controlled by or is under common Control with the Person specified.

            "Agents" means the Administrative Agents and the Collateral Agents.

            "Alternate Base Rate" means, for any day, a rate per annum equal to
the greatest of (a) the Prime Rate in effect on such day, (b) the Base CD Rate
in effect on such day plus 1% and (c) the Federal Funds Effective Rate in effect
on such day plus 2 of 1%. Any change in the Alternate Base Rate due to a change
in the Prime Rate, the Base CD Rate or the Federal Funds Effective Rate shall be
effective from and including the effective date of such change in the Prime
Rate, the Base CD Rate or the Federal Funds Effective Rate, respectively.

            "Applicable Percentage" means, (i) in the case of a Canadian Lender
in respect of its Canadian Commitment or any extension of credit thereunder, the
percentage of the total Canadian Commitments represented by such Canadian
Lender's Commitment, or (ii) in the case of a U.S. Lender in respect of its U.S.
Commitment or any extension of credit thereunder, the percentage of the total
U.S. Commitments represented by such U.S. Lender's Commitment. If the
Commitments have terminated or expired, the Applicable Percentage shall be
determined based upon the U.S. Commitments or Canadian Commitments, as
applicable, most recently in effect, giving effect to any assignments.



<PAGE>


            "Applicable Rate" means, for any day with respect to any ABR Loan,
Eurodollar Loan or Canadian Prime Loan or with respect to the Acceptance Fees
payable hereunder, as the case may be, the applicable rate per annum set forth
below under the caption "ABR Spread", "Eurodollar Spread", "Canadian Prime
Spread" or "Acceptance Fee Rate", as the case may be, based upon the ratings by
Moody's and S&P, respectively, applicable on such date to the Index Debt:

=========================================================================

                                                Canadian    Acceptance
    Index Debt     ABR Spread    Eurodollar      Prime          Fee
     Ratings                       Spread        Spread        Rate
-------------------------------------------------------------------------
-------------------------------------------------------------------------

    Category 1        1.25%        2.25%         1.25%         2.25%
     $BB+/Ba1
-------------------------------------------------------------------------
-------------------------------------------------------------------------

    Category 2
      BB/Ba2          1.50%        2.50%         1.50%         2.50%
-------------------------------------------------------------------------
-------------------------------------------------------------------------

    Category 3
     BB-/Ba3          1.75%        2.75%         1.75%         2.75%
-------------------------------------------------------------------------
-------------------------------------------------------------------------

    Category 4        2.00%        3.00%         2.00%         3.00%
      B+/B1

    Category 5
      #B/B2           2.25%        3.25%         2.25%         3.25%
=========================================================================


            For purposes of the foregoing, (i) if either Moody's or S&P shall
not have in effect a rating for the Index Debt (other than by reason of the
circumstances referred to in the last sentence of this definition), then such
rating agency shall be deemed to have established a rating in Category 5; (ii)
if the ratings established or deemed to have been established by Moody's and S&P
for the Index Debt shall fall within different Categories, the Applicable Rate
shall be based on the lower of the two ratings and (iii) if the ratings
established or deemed to have been established by Moody's and S&P for the Index
Debt shall be changed (other than as a result of a change in the rating system
of Moody's or S&P), such change shall be effective as of the date on which it is
first announced by the applicable rating agency. Each change in the Applicable
Rate shall apply during the period commencing on the effective date of such
change and ending on the date immediately preceding the effective date of the
next such change. If the rating system of Moody's or S&P shall change, or if
either such rating agency shall cease to be in the business of rating corporate
debt obligations, the Company and the Lenders shall negotiate in good faith to
amend this definition to reflect such changed rating system or the
unavailability of ratings from such rating agency and, pending the effectiveness
of any such amendment, the Applicable Rate shall be determined by reference to
the rating most recently in effect prior to such change or cessation.
Notwithstanding the foregoing, if a Default has occurred or is continuing, the
Index Debt rating shall be deemed to be in Category 5.



<PAGE>


            "Assessment Rate" means, for any day, the annual assessment rate in
effect on such day that is payable by a member of the Bank Insurance Fund
classified as "well-capitalized" and within supervisory subgroup "B" (or a
comparable successor risk classification) within the meaning of 12 C.F.R. Part
327 (or any successor provision) to the Federal Deposit Insurance Corporation
for insurance by such Corporation of time deposits made in dollars at the
offices of such member in the United States; provided that if, as a result of
any change in any law, rule or regulation, it is no longer possible to determine
the Assessment Rate as aforesaid, then the Assessment Rate shall be such annual
rate as shall be determined by the U.S. Administrative Agent to be
representative of the cost of such insurance to the U.S. Lenders.

            "Assignment and Acceptance" means an assignment and acceptance
entered into by a Lender and an assignee (with the consent of any party whose
consent is required by Section 9.04), and accepted by an Administrative Agent,
in the form of Exhibit A or any other form approved by an Administrative Agent.

            "Availability Period" means the period from and including the
Effective Date to but excluding the earlier of the Maturity Date and the date of
termination of the Commitments.

            "Average Inventory" means, on any date, with respect to grocery,
perishable or HBA, as the case may be, (a) the sum of the aggregate amount of
Inventory (expressed in U.S. Dollars) consisting of grocery, perishable or HBA,
respectively, at the end of each fiscal monthly period beginning with the first
fiscal monthly period of the then current fiscal year through the most recent
fiscal monthly period of such fiscal year divided by (b) the total number of
fiscal monthly periods then elapsed in such fiscal year.

            "Base CD Rate" means the sum of (a) the Three-Month Secondary CD
Rate multiplied by the Statutory Reserve Rate plus (b) the Assessment Rate.

            "Board" means the Board of Governors of the Federal Reserve System
of the United States of America.

            "Borrowers" means the U.S. Borrowers and the Canadian Borrower.

            "Borrowing" means a group of Loans of the same Class and Type, made,
converted or continued on the same date and, in the case of Eurodollar Loans, as
to which a single Interest Period is in effect.

            "Borrowing Base Certificate" means a certificate in the form of
Exhibit B or any other form approved by the Administrative Agents, together with
all attachments contemplated thereby.



<PAGE>


            "Borrowing Request" means a request by a Borrower for a Borrowing in
accordance with Section 2.03.

            "Business Day" means, as the context shall require, a U.S. Business
Day, a Canadian Business Day, or both.

            "Calculation Date" means the last U.S. Business Day of each calendar
week.

            "Canadian Administrative Agent" means The Chase Manhattan Bank of
Canada, a Canadian chartered bank, in its capacity as administrative agent for
the Canadian Lenders hereunder.

            "Canadian Borrower" means The Great Atlantic & Pacific Company of
Canada, Limited, a Canadian corporation.

            "Canadian Borrowing" means a Borrowing comprised of Canadian Loans.

            "Canadian Borrowing Base" means, on any date (subject to adjustment
as provided in Section 1.06), an amount (calculated based on the most recent
Borrowing Base Certificate delivered to the Canadian Administrative Agent in
accordance with Section 5.01(f), absent any error in such Borrowing Base
Certificate) that is equal to, less the Canadian Vendor Reserve, (a) the sum of
(i) 65% of (A) the amount of the Adjusted Eligible Inventory located at the
Canadian Distribution Centers minus (B) the Over 13 Weeks Old Reserves allocable
to the Canadian Distribution Centers at such date and (ii) 60% of the amount of
the Adjusted Eligible Inventory located at the Canadian Stores (or in transit
from any Distribution Center to the Canadian Stores) at such date, minus (b) the
sum of (i) the aggregate dollar amount (expressed in U.S. Dollars) represented
by gift certificates then outstanding and entitling the holder thereof to use
all or a portion thereof to pay all or a portion of the purchase price for any
Inventory as of such day and (ii) the Canadian Reserve for Leasehold Obligation.
The Canadian Borrowing Base shall be computed weekly, as required by Section
5.01(f), and established based upon the most recent Borrowing Base Certificate
delivered to the Canadian Administrative Agent and shall remain in effect until
the delivery to the Canadian Administrative Agent of a subsequent Borrowing Base
Certificate.



<PAGE>


            "Canadian Business Day" means any day that is not a Saturday, Sunday
or legal holiday in the Province of Ontario, on which banks are open for
business in Toronto; provided that when used in connection with a Eurodollar
Loan, the term "Canadian Business Day" shall also exclude any day on which banks
are not open for dealings in U.S. Dollar deposits in the London Interbank
Market.

            "Canadian Collateral Agent" means The Chase Manhattan Bank of
Canada, a Canadian chartered bank, in its capacity as collateral agent for the
Canadian Secured Parties under the applicable Security Documents.

            "Canadian Commitment" means, with respect to each Lender, the
commitment, if any, of such Lender to make Canadian Loans, to acquire
participations in Canadian Letters of Credit and to accept Acceptances
hereunder, expressed as an amount in U.S. Dollars representing the maximum
aggregate amount of such Lender's Canadian Exposure hereunder, as such
commitment may be (a) reduced from time to time pursuant to paragraph (a), (b)
or (c) of Section 2.08 or pursuant to Section 2.21 and (b) reduced or increased
from time to time pursuant to reallocations pursuant to paragraph (d) of Section
2.08 or pursuant to assignments by or to such Lender pursuant to Section 9.04.
The initial amount of each Lender's Canadian Commitment is set forth on Schedule
2.01, or in the Assignment and Acceptance pursuant to which such Lender shall
have assumed its Canadian Commitment, as applicable. The initial aggregate
amount of the Lenders' Canadian Commitments is U.S.$85,000,000.

            "Canadian Distribution Centers" means (i) the warehouse facilities
operated by the Canadian Loan Parties and located in Ontario, Canada and (ii)
any warehouse facility located in Canada and operated by the Canadian Loan
Parties that is designated as a Canadian Distribution Center from time to time
by (a) giving 30 days prior written notice to the Administrative Agents and (b)
effecting the execution, filing and recordation of such financing statements and
taking any and all such further actions as may be reasonably requested by the
Administrative Agents.

            "Canadian Dollar Equivalent" means, with respect to an amount of
U.S. Dollars on any date, the amount of Canadian Dollars that may be purchased
with such amount of U.S. Dollars at the Exchange Rate with respect to U.S.
Dollars on such date.

            "Canadian Dollars" and the symbol "Cdn.$" mean the lawful currency
 of Canada.



<PAGE>


            "Canadian Exposure" means, at any time, the aggregate principal
amount of outstanding Acceptance Exposure, Canadian Loans and Canadian L/C
Exposure at such time, in each case expressed in U.S. Dollars. The Canadian
Exposure of any Canadian Lender at any time shall be the sum of its Acceptance
Exposure and Canadian L/C Exposure plus the aggregate principal amount of its
outstanding Canadian Loans at such time, in each case expressed in U.S. Dollars.

            "Canadian Franchise Equipment Leases" means obligations of
franchisees of the Canadian Borrower to pay amounts due pursuant to equipment
lease financings.

            "Canadian Guarantee Agreement" means, as the context shall require,
the Canadian Guarantee Agreement among the Canadian Loan Parties and the
Canadian Collateral Agent or the Canadian Holdco Guarantee Agreement among A&P
Drug Mart Limited, 3864715 Canada Limited, 3328155 Canada Inc. and the Canadian
Collateral Agent, substantially in the form of Exhibits C-1 and C-2,
respectively, or both.

            "Canadian Issuing Bank" means The Bank of Nova Scotia, a Canadian
chartered bank, in its capacity as the issuer of Canadian Letters of Credit
hereunder, and its successors in such capacity as provided in Section 2.05(i).
The Canadian Issuing Bank may, in its discretion, arrange for one or more
Canadian Letters of Credit to be issued by Affiliates of the Canadian Issuing
Bank, in which case the term "Canadian Issuing Bank" shall include any such
Affiliate with respect to Canadian Letters of Credit issued by such Affiliate.
In the event that there is more than one Canadian Issuing Bank at any time,
references herein and in the other Loan Documents to the Canadian Issuing Bank
shall be deemed to refer to the Canadian Issuing Bank in respect of the
applicable Canadian Letter of Credit or to all Canadian Issuing Banks, as the
context requires. Notwithstanding the foregoing, each institution listed in
Schedule 1.01(a) shall be deemed to be a Canadian Issuing Bank with respect to
the Existing Canadian Letters of Credit issued by it.

            "Canadian L/C Exposure" means, at any time, the sum of (a) the
aggregate undrawn amount of all outstanding Canadian Letters of Credit at such
time plus (b) the aggregate principal amount of all L/C Disbursements made
pursuant to Canadian Letters of Credit that have not yet been reimbursed by or
on behalf of the Canadian Borrower at such time, in each case expressed in U.S.
Dollars. The Canadian L/C Exposure of any Canadian Lender at any time shall mean
its Applicable Percentage of the aggregate Canadian L/C Exposure at such time.

            "Canadian Lender" means any Lender that has a Canadian Commitment or
any Canadian Exposure. The initial Canadian Lenders are listed on Schedule 2.01
under the caption "Canadian Lenders".



<PAGE>


            "Canadian Letter of Credit" means any Letter of Credit issued by the
Canadian Issuing Bank for the account of the Canadian Borrower. Each Existing
Canadian Letter of Credit shall be deemed to constitute a Canadian Letter of
Credit issued hereunder on the Effective Date for all purposes of the Loan
Documents.

            "Canadian Loan" means a Loan made pursuant to paragraph (b) of
Section 2.01.

            "Canadian Loan Parties" means each Canadian Subsidiary identified as
a "Canadian Loan Party" on Schedule 3.12 and each Canadian Subsidiary made a
party hereto pursuant to Section 5.12.

            "Canadian Obligations" has the meaning assigned to such term in the
Canadian Security Agreement.

            "Canadian Pledge Agreement" means the Canadian Pledge Agreement
among the Canadian Loan Parties and the Canadian Collateral Agent, substantially
in the form of Exhibit D.

            "Canadian Prime", when used in reference to any Loan or Borrowing,
refers to whether such Loan, or the Loans comprising such Borrowing, are bearing
interest at a rate determined by reference to the Canadian Prime Rate.

            "Canadian Prime Rate" means, for any day, a rate per annum (rounded
upwards, if necessary, to the next 1/100 of 1%) equal to the higher of (i) the
rate per annum publicly announced from time to time by The Chase Manhattan Bank
of Canada as its prime rate in effect at its principal office in Toronto and
(ii) the CDOR Rate plus 1.00% per annum. The term "CDOR Rate" means, on any day,
the annual rate of interest which is the rate determined as being the arithmetic
average of the "BA 1 month" rates applicable to Canadian Dollar bankers'
acceptances displayed and identified as such on the "Reuters' Screen CDOR Page"
at approximately 10:00 a.m. on such day for Schedule I chartered banks, or if
such day is not a Canadian Business Day then on the immediately preceding
Canadian Business Day (as adjusted by a Canadian bank after 10:00 a.m. to
reflect any error in a posted rate of interest or in the posted average annual
rate of interest). Each change in the Canadian Prime Rate shall be effective on
the date such change is publicly announced.

            "Canadian Reserve for Leasehold Obligations" means, on any date, the
aggregate amount of Leasehold Obligations of the Canadian Loan Parties due and
owing for a one month period.

            "Canadian Secured Parties" has the meaning assigned to such term in
the Canadian Security Agreement.


<PAGE>


            "Canadian Security Agreement" means the Canadian Security Agreement
among the Canadian Loan Parties and the Canadian Collateral Agent, substantially
in the form of Exhibit E.

            "Canadian Stores" means all supermarket retail locations of the
Canadian Borrower and other Canadian Loan Parties selling Inventory owned by the
Canadian Loan Parties.

            "Canadian Subsidiary" means the Canadian Borrower and each other
Subsidiary that is incorporated or otherwise organized under the laws of Canada
or any political subdivision thereof.

            "Canadian Vendor Reserve" means an amount calculated by the Canadian
Collateral Agent to provide for vendor liabilities relating to Canadian
Inventory which may be subject to Section 81.1 of the Bankruptcy and Insolvency
Act (Canada).

            "Capital Expenditures" means, for any period, without duplication,
(a) the additions to property, plant and equipment and other capital
expenditures of the Company and its consolidated Subsidiaries that are (or would
be) set forth in a consolidated statement of cash flows of the Company for such
period prepared in accordance with GAAP and (b) Capital Lease Obligations
incurred by the Company and its consolidated Subsidiaries during such period to
the extent it exceeds any reductions in Capital Lease Obligations (other than
payments that are scheduled to be made pursuant to the terms of the Capital
Lease Obligations).

            "Capital Lease Obligations" of any Person means the obligations of
such Person to pay rent or other amounts under any lease of (or other
arrangement conveying the right to use) real or personal property, or a
combination thereof, which obligations are required to be classified and
accounted for as capital leases on a balance sheet of such Person under GAAP,
and the amount of such obligations shall be the capitalized amount thereof
determined in accordance with GAAP.



<PAGE>


            "Change in Control" means (a) the acquisition of ownership, directly
or indirectly, beneficially or of record, by any Person or group (within the
meaning of the Securities Exchange Act of 1934 and the rules of the Securities
and Exchange Commission thereunder as in effect on the date hereof) other than
Tengelmann Warenhandelsgesellschaft, of Equity Interests representing (i) more
than 35% of either the aggregate ordinary voting power or the aggregate equity
value represented by the issued and outstanding Equity Interests of the Company
and (ii) a greater percentage of the aggregate ordinary voting power represented
by the issued and outstanding Equity Interests of the Company than the
percentage thereof represented by Equity Interests owned by Tengelmann
Warenhandelsgesellschaft; (b) occupation of a majority of the seats (other than
vacant seats) on the board of directors of the Company by Persons who were
neither (i) nominated by the board of directors of the Company nor (ii)
appointed by directors so nominated; (c) the acquisition of direct or indirect
Control of the Company by any Person or group other than Tengelmann
Warenhandelsgesellschaft; or (d) the failure by the Company to beneficially own,
directly or indirectly, 100% of the issued and outstanding Equity Interests of
the Canadian Borrower; provided, however, that clauses (a), (b) and (c) of this
definition shall not apply so long as Tengelmann Warenhandelsgesellschaft owns,
directly or indirectly, beneficially and of record, Equity Interests
representing more than 50.10% of the aggregate ordinary voting power represented
by the issued and outstanding Equity Interests of the Company.

            "Change in Law" means (a) the adoption of any law, rule or
regulation after the date of this Agreement, (b) any change in any law, rule or
regulation or in the interpretation or application thereof by any Governmental
Authority after the date of this Agreement or (c) compliance by any Lender or an
Issuing Bank (or, for purposes of Section 2.14(b), by any lending office of such
Lender or by such Lender's or such Issuing Bank's holding company, if any) with
any request, guideline or directive (whether or not having the force of law) of
any Governmental Authority made or issued after the date of this Agreement.

            "Class", when used in reference to any Loan or Borrowing, refers to
whether such Loan, or the Loans comprising such Borrowing, are Canadian Loans or
U.S. Loans and, when used in reference to any Commitment, refers to whether such
Commitment is a Canadian Commitment or U.S. Commitment.

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

            "Collateral" means any and all "Collateral", as defined in any
applicable Security Document; and any and all "Mortgaged Property", as defined
in each mortgage.

            "Collateral Agents" means the U.S. Collateral Agent and the
Canadian Collateral Agent.

            "Commitment" means a U.S. Commitment or a Canadian Commitment, or
both, as the context requires.



<PAGE>


            "Company" means The Great Atlantic & Pacific Tea Company, Inc.,
a Maryland corporation.

            "Consolidated EBITDA" means, for any period, Consolidated Net Income
for such period plus (a) without duplication and to the extent deducted in
determining such Consolidated Net Income, the sum of (i) consolidated interest
expense for such period, (ii) consolidated income tax expense for such period,
(iii) all amounts attributable to depreciation and amortization for such period,
(iv) any extraordinary or nonrecurring non-cash charges for such period and (v)
consolidated rental expense for such period attributable to stores that were
permanently closed during such period plus any rent, common area maintenance,
real estate taxes and other real estate related expenses related to such closure
(provided that the aggregate amount expensed as cash charges in such period that
may be added back pursuant to this clause (v) for any period of four consecutive
fiscal quarters shall not exceed U.S.$35,000,000), and minus (b) without
duplication and to the extent included in determining such Consolidated Net
Income, any extraordinary or nonrecurring gains for such period, all determined
on a consolidated basis in accordance with GAAP.

            "Consolidated EBITDAR" means, for any period, Consolidated EBITDA
for such period plus, without duplication and to the extent deducted in the
determination of such Consolidated EBITDA, consolidated rental expense for such
period.

            "Consolidated Fixed Charges" means, for any period, the sum of (a)
consolidated interest expense, both expensed and capitalized (including the
interest component in respect of Capital Lease Obligations), of the Company and
the Subsidiaries for such period, plus (b) consolidated rental expense of the
Company and the Subsidiaries for such period, determined in accordance with
GAAP.



<PAGE>


            "Consolidated Net Income" means, for any period, the net income or
loss of the Company and the Subsidiaries for such period determined on a
consolidated basis in accordance with GAAP; provided that there shall be
excluded (a) the income of any Person (other than the Company) in which any
other Person (other than the Company or any Subsidiary or any director holding
qualifying shares in compliance with applicable law) owns an Equity Interest,
except to the extent of the amount of dividends or other distributions actually
paid to the Company or any of the Subsidiaries during such period, and (b) the
income or loss of any Person accrued prior to the date it becomes a Subsidiary
or is merged into or consolidated with the Company or any Subsidiary or the date
that such Person's assets are acquired by the Company or any Subsidiary.

            "Consolidated Tangible Net Worth" of any Person means the excess of
the total assets over total liabilities of such Person, total assets and total
liabilities each to be determined on a consolidated basis in accordance with
GAAP, excluding, however, from the determination of total assets (a) except as
otherwise provided in the proviso hereto, all assets which would be classified
as intangibles under GAAP, including goodwill (whether representing the excess
of cost over book value of assets acquired or otherwise), organizational
expenses, trademarks, trade names, copyrights, patents, patent applications,
licenses and rights in any thereof and (b) treasury stock held as an asset;
provided, however, that there shall be included in the determination of total
assets hereunder all licenses acquired by such Person in the ordinary course of
business.

            "Contemplated Sale/Leaseback Transaction" means the Company's
planned sale and contemporaneous leaseback of selected United States property.

            "Control" means the possession, directly or indirectly, of the power
to direct or cause the direction of the management or policies of a Person,
whether through the ability to exercise voting power, by contract or otherwise.
"Controlling" and "Controlled" have meanings correlative thereto.

            "Default" means any event or condition which constitutes an Event of
Default or which upon notice, lapse of time or both would, unless cured or
waived, become an Event of Default.

            "Disclosed Matters" means the actions, suits and proceedings and the
environmental matters disclosed in Schedule 3.06.

            "Discount Note" means a non-interest bearing, non-negotiable
promissory note of the Canadian Borrower denominated in Canadian Dollars, issued
by the Canadian Borrower to a Canadian Lender, substantially in the form of
Exhibit F.



<PAGE>


            "Discount Rate" with respect to an issue of Acceptances with the
same maturity date, (a) for a Canadian Lender which is a Schedule I Lender, (i)
the average CDOR Rate (as defined in the definition of "Canadian Prime Rate")
for the appropriate term and (b) for a Canadian Lender which is a Schedule II
Lender, the arithmetic average (rounded upwards to the nearest multiple of
0.01%) of the actual discount rates for Acceptances for such term accepted by
the Schedule II Reference Banks established in accordance with their normal
practices at or about 10:00 a.m. (Toronto time) on the date of issuance but not
to exceed the actual rate of discount applicable to Acceptances established
pursuant to clause (a) for the same Acceptances issue plus 0.08% per annum.

            "Distribution Centers" means the U.S. Distribution Centers and the
Canadian Distribution Centers.

            "DBRS" means Dominion Bond Rating Service and its successors.

            "Draft" means a depository bill issued in accordance with the
Depository Bills and Notes Act (Canada) or a bill of exchange in the form used
from time to time by each Canadian Lender, respectively, in connection with the
creation of bankers' acceptances in accordance with the provisions of Section
2.04 and payable in Canadian Dollars.

            "Effective Date" means the date on which the conditions specified in
Section 4.01 are satisfied (or waived in accordance with Section 9.02).

            "Eligible Inventory" means Inventory that is grocery, perishable and
HBA (each as described and valued in the manner contemplated in the definition
of the term "Inventory"); provided that no Inventory shall be considered
Eligible Inventory if: (a) it is located at a reclamation center of any
Distribution Center or is otherwise held at any Distribution Center for return
to vendor; (b) it is supplies, packaging, selling or display materials; (c) it
is produce, floral, seafood, meat, bakery, dairy or deli; (d) it is not owned
solely by the Company or any other Loan Party or is owned by an Excluded
Subsidiary; (e) it is on consignment to the Company or any other Loan Party; (f)
it is not located at property that is owned or leased by the Company or any
other Loan Party or is in transit from vendors to such a property; provided
that, notwithstanding this clause (f), that certain seasonal grocery, perishable
and HBA in third party storage facilities shall, if not otherwise excluded, be
included as Eligible Inventory, minus any claims or Liens, other than Permitted
Encumbrances, that landlords or public warehouse operators may have against such
property, from time to time; (g) it is not located in the United States of
America or Canada; (h) it is not subject to a perfected first priority Lien ,
other than Permitted Encumbrances, securing the Obligations, regardless of its
location; or (i) it is not in good condition, does not meet all standards
imposed by any Governmental Authority having regulatory authority over it, or is
not currently saleable in the normal course of business of the Company and the
Subsidiaries.


<PAGE>


            "Eligible Real Estate" means, as of any date of determination (and
subject to adjustment as provided in Section 1.06), the aggregate sum of the
value of the Mortgaged Property determined as follows: in respect of each
Mortgaged Property listed on Schedule 1, the value given to such Mortgaged
Property on Schedule 1; and, in respect of each other Mortgaged Property, the
value attributed to such property pursuant to the appraisal procedure in Section
2.22(b)(i) at the time such property was made a Mortgaged Property pursuant to
Section 2.22.

            "Environmental Laws" means all laws, rules, regulations, codes,
ordinances, orders, decrees, judgments, injunctions, or binding agreements
issued, promulgated or entered into by any Governmental Authority, relating in
any way to the pollution or protection of the environment or the preservation or
reclamation of natural resources, including those relating to the management,
release or threatened release of any Hazardous Material, or to employee health
and safety matters.

            "Environmental Liability" means any liability, obligation, damage,
loss, claim, action, suit, judgment, order, fine, penalty, fee, expense or cost,
contingent or otherwise (including any liability for costs of environmental
remediation, or natural resource damages, administrative oversight costs, and
indemnities), of the Company or any Subsidiary directly or indirectly resulting
from or based upon (a) compliance or noncompliance with any Environmental Law,
(b) the generation, use, handling, transportation, storage, treatment or
disposal or presence of any Hazardous Materials, (c) exposure to any Hazardous
Materials, (d) the release or threatened release of any Hazardous Materials into
the environment or (e) any contract or agreement pursuant to which liability is
assumed or imposed with respect to any of the foregoing.

            "Equity Interests" means shares of capital stock, partnership
interests, membership interests in a limited liability company, beneficial
interests in a trust or other equity ownership interests in a Person.

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

            "ERISA Affiliate" means any trade or business (whether or not
incorporated) that, together with the Company, is treated as a single employer
under Section 414(b) or (c) of the Code or, solely for purposes of Section 302
of ERISA and Section 412 of the Code, is treated as a single employer under
Section 414 of the Code.



<PAGE>


            "ERISA Event" means (a) any "reportable event", as defined in
Section 4043 of ERISA or the regulations issued thereunder with respect to a
Plan (other than an event for which the 30-day notice period is waived); (b) the
existence with respect to any Plan of an "accumulated funding deficiency" (as
defined in Section 412 of the Code or Section 302 of ERISA), whether or not
waived; (c) the filing pursuant to Section 412(d) of the Code or Section 303(d)
of ERISA of an application for a waiver of the minimum funding standard with
respect to any Plan; (d) the incurrence by the Company or any of its ERISA
Affiliates of any liability under Title IV of ERISA with respect to the
termination of any Plan; (e) the receipt by the Company or any ERISA Affiliate
from the PBGC or a plan administrator of any notice relating to an intention to
terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f)
the incurrence by the Company or any of its ERISA Affiliates of any liability
with respect to the withdrawal or partial withdrawal from any Plan or
Multiemployer Plan; or (g) the receipt by the Company or any ERISA Affiliate of
any notice, or the receipt by any Multiemployer Plan from the Company or any
ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability
or a determination that a Multiemployer Plan is, or is expected to be, insolvent
or in reorganization, within the meaning of Title IV of ERISA.

            "Eurodollar", when used in reference to any Loan or Borrowing,
refers to whether such Loan, or the Loans comprising such Borrowing, are bearing
interest at a rate determined by reference to the Adjusted LIBO Rate.

            "Event of Default" has the meaning assigned to such term in Article
VII.

            "Exchange Act Filings" means the following filings made by the
Company pursuant to the Securities and Exchange Act of 1934, and the rules
promulgated thereunder:

            (a)   the annual report of the Company on Form 10-K for the fiscal
                  year ended
                  February 26, 2000;

            (b)   the definitive proxy statement solicited by the board of
                  directors of the Company for use at the annual meeting of
                  stockholders to be held on July 11, 2000, and dated and filed
                  on May 24, 2000;

            (c)   the quarterly reports of the Company on Form 10-Q for the
                  fiscal quarters ended June 17, 2000, September 9, 2000 and
                  December 2, 2000; and



<PAGE>


            (d)   the current report of the Company on Form 8-K dated and filed
                  on March 24, 2000.

            "Exchange Rate" means, on any day, (a) with respect to Canadian
Dollars in relation to U.S. Dollars, the spot rate at which U.S. Dollars are
offered on such day by The Chase Manhattan Bank in New York City for Canadian
Dollars at approximately 12:00 p.m. (New York City time), and (b) with respect
to U.S. Dollars in relation to Canadian Dollars, the spot rate at which Canadian
Dollars are offered on such day by The Chase Manhattan Bank in New York City for
U.S. Dollars at approximately 12:00 p.m. (New York City time), as quoted
generally to customers of The Chase Manhattan Bank.

            "Excluded Subsidiary" has the meaning assigned to such term in
Article VII.



<PAGE>


            "Excluded Taxes" means, with respect to either Administrative Agent,
any Lender, any Issuing Bank or any other recipient of any payment to be made by
or on account of any obligation of any Borrower hereunder, (a) income or
franchise taxes imposed on (or measured by) its net income by the United States
of America, by Canada, or by the jurisdiction under the laws of which such
recipient is organized or in which its principal office is located or, in the
case of any Lender, in which its applicable lending office is located, (b) any
branch profits taxes imposed by the United States of America or any similar tax
imposed by any other jurisdiction described in clause (a) above, (c) United
States Federal withholding tax imposed with respect to amounts payable to a
Non-U.S. Lender (other than a Non-U.S. Lender that acquires a U.S. commitment or
any U.S. Exposure pursuant to Section 2.21(a) and any Lender that becomes
subject to U.S. withholding tax pursuant to Section 2.21(b)) to the extent that
the obligation to withhold such amounts existed on the date such Non-U.S. Lender
became a party to this Agreement (or became an assignee through any assignment
or a Participant through the purchase of any participation hereunder) or, with
respect to payments to a new lending office, the date such Non-U.S. Lender
designated such new lending office with respect to a Loan, (d) Canadian Federal
withholding tax imposed with respect to amounts payable to a Non-Canadian Lender
(other than a Non-Canadian Lender that becomes subject to Canadian Federal
withholding tax pursuant to the application of Section 2.21(b)) to the extent
that the obligation to withhold such amounts existed on the date such
Non-Canadian Lender became a party to this Agreement (or became an assignee
through any assignment or a Participant through the purchase of any
participation hereunder), or, with respect to payments to a new lending office,
the date such Non-Canadian Lender designated such new lending office with
respect to a Loan and (e) any withholding tax that is attributable to a Lender's
failure to comply with Section 2.16(e) or (h), except that clauses (c) and (d)
above shall not include amounts that arise (1) with respect to an assignment or
the designation of a new lending office made at the request of the Company; or
(2) to the extent the indemnity payment or additional amounts that any assignee
or Lender through a new lending office would be entitled to receive do not
exceed the indemnity payment or additional amounts that such assignee or person
making the designation of such new lending office would have been entitled to
receive in the absence of such assignment or designation.

            "Existing Canadian Letters of Credit" means the letters of credit
issued prior to and outstanding as of the Effective Date, which are listed on
Schedule 1(a) under the caption "Existing Canadian Letters of Credit".

            "Existing U.S. Letters of Credit" means the letters of credit issued
prior to and outstanding as of the Effective Date, which are listed on Schedule
1(a) under the caption "Existing U.S. Letters of Credit".

            "Federal Funds Effective Rate" means, for any day, the weighted
average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on
overnight Federal funds transactions with members of the Federal Reserve System
arranged by Federal funds brokers, as published on the next succeeding Business
Day by the Federal Reserve Bank of New York, or, if such rate is not so
published for any day that is a Business Day, the average (rounded upwards, if
necessary, to the next 1/100 of 1%) of the quotations for such day for such
transactions received by the U.S. Administrative Agent from three Federal funds
brokers of recognized standing selected by it.

            "Financial Officer" of any corporation means the chief financial
officer, principal accounting officer, treasurer, controller or any vice
president-finance, -financial services or -treasury services of such
corporation.

            "Foreign Employee Benefit Plans" means any employee benefit plan as
defined in Section 3(3) of ERISA which is maintained or contributed to for the
benefit of the employees of any Canadian Loan Party, but which is not covered by
ERISA pursuant to Section 4(b)(4) of ERISA.

            "Foreign Pension Plan" means any Foreign Employee Benefit Plan
which, under local law, is required to be funded through a trust or other
funding vehicle other than a trust or funding vehicle maintained by a
Governmental Authority.


<PAGE>


            "Foreign Subsidiary" means any Subsidiary that is organized under
the laws of a jurisdiction other than the United States of America or any State
thereof or the District of Columbia.

            "GAAP" means generally accepted accounting principles in the United
States of America.

            "Governmental Authority" means the government of the United States
of America, Canada, any other nation or any political subdivision thereof,
whether state, provincial or local, and any agency, authority, instrumentality,
regulatory body, court, central bank or other entity exercising executive,
legislative, judicial, taxing, regulatory or administrative powers or functions
of or pertaining to government.

            "Guarantee" of or by any Person (the "guarantor") means any
obligation, contingent or otherwise, of the guarantor guaranteeing or having the
economic effect of guaranteeing any Indebtedness or other obligation of any
other Person (the "primary obligor") in any manner, whether directly or
indirectly, and including any obligation of the guarantor, direct or indirect,
(a) to purchase or pay (or advance or supply funds for the purchase or payment
of) such Indebtedness or other obligation or to purchase (or to advance or
supply funds for the purchase of) any security for the payment thereof, (b) to
purchase or lease property, securities or services for the purpose of assuring
the owner of such Indebtedness or other obligation of the payment thereof, (c)
to maintain working capital, equity capital or any other financial statement
condition or liquidity of the primary obligor so as to enable the primary
obligor to pay such Indebtedness or other obligation or (d) as an account party
in respect of any letter of credit or letter of guaranty issued to support such
Indebtedness or obligation; provided that the term Guarantee shall not include
endorsements for collection or deposit in the ordinary course of business. The
amount of any Guarantee by a person shall be deemed to be an amount equal to the
stated amount or determinable amount of the primary obligation in respect of
which such Guarantee is made or, if not stated or determinable, the maximum
reasonably anticipated liability in respect thereof (assuming such person is
required to perform thereunder) as determined by such person in good faith.

            "Guarantee Agreements" means the U.S. Guarantee Agreement and the
Canadian Guarantee Agreement.



<PAGE>


            "Hazardous Materials" means all explosive, radioactive, hazardous or
toxic substances, wastes or other pollutants, including petroleum or petroleum
distillates, asbestos or asbestos containing materials, polychlorinated
biphenyls, radon gas, infectious or medical wastes, and all other substances or
wastes of any nature regulated pursuant to any Environmental Law.

            "Hedging Agreement" means any interest rate protection agreement,
foreign currency exchange agreement or option, commodity price protection
agreement or other interest or currency exchange rate or commodity price hedging
arrangement.

            "Indebtedness" of any Person means, without duplication, (a) all
obligations of such Person for borrowed money, (b) all obligations of such
Person evidenced by bonds, debentures, notes or similar instruments, (c) all
obligations of such Person upon which interest charges are customarily paid
(excluding current accounts payable in the ordinary course of business), (d) all
obligations of such Person under conditional sale or other title retention
agreements relating to property acquired by such Person, (e) all obligations of
such Person in respect of the deferred purchase price of property or services
(excluding current accounts payable incurred in the ordinary course of
business), (f) all Indebtedness of others secured by (or for which the holder of
such Indebtedness has an existing right, contingent or otherwise, to be secured
by) any Lien on property owned or acquired by such Person, whether or not the
Indebtedness secured thereby has been assumed, (g) all Guarantees by such Person
of Indebtedness of others, (h) all Capital Lease Obligations of such Person, (i)
all obligations, contingent or otherwise, of such Person as an account party in
respect of letters of credit and letters of guaranty and (j) all obligations,
contingent or otherwise, of such Person in respect of bankers' acceptances. The
Indebtedness of any Person shall include the Indebtedness of any other entity
(including any partnership in which such Person is a general partner) to the
extent such Person is liable therefor as a result of such Person's ownership
interest in or other relationship with such entity, except to the extent the
terms of such Indebtedness provide that such Person is not liable therefor.

            "Indemnified Taxes" means Taxes other than Excluded Taxes.

            "Indemnity, Subrogation and Contribution Agreement" means the
Indemnity, Subrogation and Contribution Agreement among the Loan Parties party
thereto and the Collateral Agents, substantially in the form of Exhibit G.



<PAGE>


            "Index Debt" means senior, secured, long-term indebtedness for
borrowed money of the Company that is guaranteed on the same basis as
indebtedness under this Agreement and is not guaranteed by any third party or
subject to any other credit enhancement.

            "Information Memorandum" means the Confidential Information
Memorandum dated January 2001 relating to the Borrowers and the Transactions.

            "Interest Election Request" means a request by a Borrower to convert
or continue a Borrowing in accordance with Section 2.07.

            "Interest Payment Date" means (a) with respect to any ABR Loan or
Canadian Prime Loan, the last Business Day of each March, June, September and
December and (b) with respect to any Eurodollar Loan, the last day of the
Interest Period applicable to the Borrowing of which such Loan is a part and, in
the case of a Eurodollar Borrowing with an Interest Period of more than three
months' duration, each day prior to the last day of such Interest Period that
occurs at intervals of three months' duration after the first day of such
Interest Period.

            "Interest Period" means, with respect to any Eurodollar Borrowing,
the period commencing on the date of such Borrowing and ending on the
numerically corresponding day in the calendar month that is one, two, three or
six months thereafter, as the applicable Borrower may elect provided that (a) if
any Interest Period would end on a day other than a Business Day, such Interest
Period shall be extended to the next succeeding Business Day unless such next
succeeding Business Day would fall in the next calendar month, in which case
such Interest Period shall end on the next preceding Business Day and (b) any
Interest Period that commences on the last Business Day of a calendar month (or
on a day for which there is no numerically corresponding day in the last
calendar month of such Interest Period) shall end on the last Business Day of
the last calendar month of such Interest Period. For purposes hereof, the date
of a Borrowing initially shall be the date on which such Borrowing is made and
thereafter shall be the effective date of the most recent conversion or
continuation of such Borrowing.

            "Inventory" means all products available for sale by the Company and
the other Loan Parties in the following categories as defined and classified by
the Company and the other Loan Parties on a basis consistent with the Company's
current and historical accounting practices: health and beauty aids ("HBA"),
perishable, grocery, pharmacy, meat, seafood, produce, floral, bakery and deli,
each valued at cost on a basis consistent with the current and historical
accounting practices (without giving effect to LIFO reserves).


<PAGE>


            "Issuing Bank" means, as the context may require, the U.S. Issuing
Bank or the Canadian Issuing Bank, or both.

            "L/C Disbursement" means a payment made by an Issuing Bank pursuant
to a Letter of Credit.

            "L/C Exposure" means the U.S. L/C Exposure and the Canadian L/C
Exposure.

            "Leasehold Obligations" means, with respect to each Loan Party, all
payments made (expressed in U.S. Dollars), if any, by such Loan Party with
respect to rent (including fixed rent and variable rent), common area
maintenance charges and other monetary obligations under any lease of real
property (including any Distribution Center or Store) where any Inventory is
stored or otherwise located.

            "Lenders" means the Persons listed on Schedule 2.01 and any other
Person that shall have become a party hereto pursuant to an Assignment and
Acceptance, other than any Person that ceases to be a Party hereto pursuant to
an Assignment and Acceptance.

            "Letter of Credit" means any letter of credit issued pursuant to
this Agreement.

            "LIBO Rate" means, with respect to any Eurodollar Borrowing for any
Interest Period, the rate appearing on Page 3750 of the Telerate Service (or on
any successor or substitute page of such Service, or any successor to or
substitute for such Service, providing rate quotations comparable to those
currently provided on such page of such Service, as determined by the applicable
Administrative Agent from time to time for purposes of providing quotations of
interest rates applicable to dollar deposits in the London interbank market) at
approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period, as the rate for dollar deposits with a
maturity comparable to such Interest Period. In the event that such rate is not
available at such time for any reason, then the "LIBO Rate" with respect to such
Eurodollar Borrowing for such Interest Period shall be the rate at which dollar
deposits of U.S.$5,000,000 and for a maturity comparable to such Interest Period
are offered by the principal London office of the U.S. Administrative Agent in
immediately available funds in the London interbank market at approximately
11:00 a.m., London time, two Business Days prior to the commencement of such
Interest Period.



<PAGE>


            "Lien" means, with respect to any asset, (a) any mortgage, deed of
trust, lien, pledge, hypothecation, encumbrance, charge or security interest in,
on or of such asset, (b) the interest of a vendor or a lessor under any
conditional sale agreement, capital lease or title retention agreement (or any
financing lease having substantially the same economic effect as any of the
foregoing) relating to such asset and (c) in the case of securities, any
purchase option, call or similar right of a third party with respect to such
securities.

            "Loan" means any loan made by a Lender to a Borrower pursuant to
this Agreement.

            "Loan Documents" means this Agreement, the Guarantee Agreements, the
Indemnity, Subrogation and Contribution Agreement and the Security Documents.

            "Loan Parties" means the U.S. Loan Parties and the Canadian Loan
 Parties.

            "Material Adverse Effect" means a material adverse effect on (a) the
business, assets, operations or condition, financial or otherwise, of the
Company and the Subsidiaries taken as a whole, (b) the ability of any Loan Party
to perform any of its obligations under any Loan Document, (c) the rights of or
benefits available to the Lenders under any Loan Document or (d) the Collateral
as a whole.

            "Material Indebtedness" means Indebtedness (other than the
Acceptances, Loans and Letters of Credit), or obligations in respect of one or
more Hedging Agreements, of any one or more of the Company and its Subsidiaries
in an aggregate principal amount exceeding U.S.$10,000,000 (or its equivalent).
For purposes of determining Material Indebtedness, the "principal amount" of the
obligations of the Company or any Subsidiary in respect of any Hedging Agreement
at any time shall be the maximum aggregate amount (giving effect to any netting
agreements) that the Company or such Subsidiary would be required to pay if such
Hedging Agreement were terminated at such time.

            "Maturity Date" means December 31, 2003.

            "Moody's" means Moody's Investors Service, Inc. and its successors.

            "Mortgage" means a mortgage, deed of trust, assignment of leases
 and rents,
leasehold mortgage or other security document granting a Lien on any Mortgaged
 Property to
secure the U.S. Obligations.  Each Mortgage shall be reasonably satisfactory in
 form and
substance to the U.S. Collateral Agent.



<PAGE>


            "Mortgaged Property" means each parcel of real property and the
improvements thereto owned by a U.S. Loan Party and identified on Schedule 1 or
that has become a Mortgaged Property pursuant to Section 2.22 or Section 5.13.
"Mortgaged Property" shall not be deemed to include any property that has ceased
to be a Mortgaged Property in accordance with the provisions of Section 2.22
(and has not subsequently become a Mortgaged Property pursuant to Section 2.22).

            "Multiemployer Plan" means a multiemployer plan as defined in
Section 4001(a)(3) of ERISA.

            "Net Proceeds" means, with respect to any event (a) the cash
proceeds received in respect of such event including (i) any cash received in
respect of any non-cash proceeds, but only as and when received, (ii) in the
case of a casualty, insurance proceeds, and (iii) in the case of a condemnation
or similar event, condemnation awards and similar payments, net of (b) the sum
of (i) all reasonable fees and out-of-pocket expenses paid by the Company and
the Subsidiaries to third parties (other than Affiliates) in connection with
such event, (ii) in the case of a sale, transfer or other disposition of an
asset (including pursuant to a sale and leaseback transaction or a casualty or a
condemnation or similar proceeding), the amount of all payments required to be
made by the Company and the Subsidiaries as a result of such event to repay
Indebtedness (other than Loans) secured by such asset or otherwise subject to
mandatory prepayment as a result of such event, (iii) the amount of all taxes
paid (or reasonably estimated to be payable) by the Company and the
Subsidiaries, and the amount of any reserves established by the Company and the
Subsidiaries to fund contingent liabilities reasonably estimated to be payable,
in each case during the year that such event occurred or the next succeeding
year and that are directly attributable to such event (as determined reasonably
and in good faith by the chief financial officer of the Company) and (iv) all
amounts deposited in trust or escrow for the benefit of any third party or to
which any third party may be entitled in connection with such event, provided
that any such amounts returned to the Company or any Subsidiary shall constitute
Net Proceeds when received.

            "Non-Acceptance Canadian Lender" has the meaning assigned to such
term in Section 2.04(i).

            "Non-Canadian Lender" means a Lender or a Participant that is
incorporated under the laws of a jurisdiction other than Canada or any Province
thereof.

            "Non-U.S. Lender" means a Lender or a Participant that is organized
under the laws of a jurisdiction other than the United States, any State thereof
or the District of Columbia.



<PAGE>


            "Notice of Drawing" means a notice requesting the issuance of
Acceptances, pursuant to Section 2.04.

            "Obligations" means the U.S. Obligations and the Canadian
 Obligations.

            "Other Taxes" means any and all present or future recording, stamp,
documentary, excise, transfer, sales, property or similar taxes, charges or
levies arising from any payment made under any Loan Document or from the
execution, delivery or enforcement of, or otherwise with respect to, any Loan
Document.

            "Over 13 Weeks Old Reserve" means, on any date, an amount (expressed
in U.S. Dollars) that is equal to the amount of Inventory located at any
Distribution Center on such date that represents over 13 weeks old Inventory
based on date of receipt determined at an individual product level.

            "PACA Liability Reserve" means an amount calculated on a monthly
basis by the U.S. Collateral Agent to provide for vendor liabilities pursuant to
the Perishable Agricultural Commodities Act of 1930, as amended.

            "Participant" has the meaning assigned to such term in Section
9.04(e).

            "PBGC" means the Pension Benefit Guaranty Corporation referred to
and defined in ERISA and any successor entity performing similar functions.

            "Perfection Certificate" means a certificate substantially in the
form of Exhibit H or any other form reasonably approved by the Collateral
Agents.

            "Permitted Encumbrances" means:

            (a) Liens imposed by law for Taxes, assessments and governmental
      charges or claims that are not yet delinquent or are being contested in
      compliance with Section 5.05;

            (b) carriers', landlord's, warehousemen's, mechanics', materialmen's
      and repairmen's liens, statutory liens of banks and rights of set-off and
      other Liens imposed by law, arising in the ordinary course of business and
      securing obligations that are not overdue by more than 30 days or are
      being contested in compliance with Section 5.05;



<PAGE>


            (c) pledges and deposits made in the ordinary course of business in
      compliance with workers' compensation, unemployment insurance and other
      social security laws or regulations and deposits securing liability to
      insurance carriers under insurance arrangements;

            (d) deposits to secure the performance of bids, tenders, trade
      contracts, leases, statutory obligations, surety and appeal bonds,
      performance bonds and other obligations of a like nature, in each case in
      the ordinary course of business;

            (e) judgment liens in respect of judgments that do not constitute
       an Event of
      Default under clause (k) of Article VII; and

            (f) easements, zoning restrictions, rights-of-way and similar
      encumbrances on real property imposed by law or arising in the ordinary
      course of business that do not secure any monetary obligations and do not
      materially detract from the value of the affected property or interfere
      with the ordinary conduct of business of the Company or any Subsidiary;

provided that the term "Permitted Encumbrances" shall not include any Lien
securing Indebtedness.

            "Permitted Investments" means:

            (a) direct obligations of, or obligations the principal of and
      interest on which are unconditionally guaranteed by, the United States of
      America or Canada (or by any agency thereof to the extent such obligations
      are backed by the full faith and credit of the United States of America or
      Canada), in each case maturing within one year from the date of
      acquisition thereof;

            (b) investments in commercial paper maturing within 270 days from
      the date of acquisition thereof and having, at such date of acquisition,
      the highest credit rating obtainable from S&P, Moody's or from DBRS;

            (c) investments in certificates of deposit, banker's acceptances and
      time deposits maturing within 180 days from the date of acquisition
      thereof issued or guaranteed by or placed with, and money market deposit
      accounts issued or offered by, any domestic office of any commercial bank
      organized under the laws of the United States of America or any state
      thereof or under the Federal laws of Canada which has a combined capital
      and surplus and undivided profits of not less than U.S.$250,000,000 (or
      its equivalent); and


<PAGE>


            (d) fully collateralized repurchase agreements with a term of not
      more than 30 days for securities described in clause (a) above and entered
      into with a financial institution satisfying the criteria described in
      clause (c) above.

            "Person" means any natural person, corporation, limited liability
company, trust, joint venture, association, company, partnership, Governmental
Authority or other entity.

            "Pharmacy Reserve" means an amount equal to 25% of the amount
(expressed in U.S. Dollars) of Inventory classified as pharmacy.

            "Plan" means any employee pension benefit plan (other than a
Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section
412 of the Code or Section 302 of ERISA, and in respect of which the Company or
any ERISA Affiliate is (or, if such plan were terminated, would under Section
4069 of ERISA be deemed to be) an "employer" as defined in Section 3(5) of
ERISA.

            "Pledge Agreements" means the Canadian Pledge Agreement and the
 U.S. Pledge
Agreement.

            "Prepayment Event" means:

            (a) any sale, transfer or other disposition (including pursuant to a
      sale and leaseback transaction) of any property or asset of the Company or
      any Subsidiary, other than (i) dispositions described in clauses (a) and
      (b) of Section 6.05 and (ii) other dispositions resulting in aggregate Net
      Proceeds not exceeding U.S.$20,000,000 during any fiscal year of the
      Company; or

            (b) any casualty or other insured damage to, or any taking under
      power of eminent domain or by condemnation or similar proceeding of, any
      property or asset of the Company or any Subsidiary, but (i) only to the
      extent that the Net Proceeds therefrom have not been applied to repair,
      restore or replace such property or asset within 180 days after such event
      and (ii) only to the extent the value of such loss is in excess of
      U.S.$1,000,000 (or its equivalent); or

            (c) the issuance by the Company or any Subsidiary of any Equity
      Interests, or the receipt by the Company or any Subsidiary of any capital
      contribution, other than any such issuance of Equity Interests to, or
      receipt of any such capital contribution from, the Company or a
      Subsidiary; or


<PAGE>


            (d) the incurrence by the Company or any Subsidiary of any
 Indebtedness, other
      than Indebtedness permitted by Section 6.01.

            "Prime Rate" means (a) in respect of ABR Loans provided by U.S.
Lenders, the rate of interest per annum publicly announced from time to time by
The Chase Manhattan Bank as its prime rate in effect at its principal office in
New York City and (b) in respect of ABR Loans provided by Canadian Lenders, the
rate of interest per annum publicly announced from time to time by The Chase
Manhattan Bank of Canada as its U.S. base rate in effect at its office in
Toronto; each change in the Prime Rate shall be effective on the date such
change is publicly announced as being effective.

            "Qualified Preferred Stock" means, with respect to any Person, any
preferred capital stock or preferred equity interest that by its terms (or by
the terms of any security into which it is convertible or for which it is
exchangeable or exercisable) or upon the happening of any event does not (a)
mature or becomes mandatorily redeemable prior to the Maturity Date, pursuant to
a sinking fund obligation or otherwise; (b) become convertible or exchangeable
at the option of the holder thereof for Indebtedness or preferred stock that is
not Qualified Preferred Stock, prior to the Maturity Date; or (c) become
redeemable at the option of the holder thereof, in whole or in part, prior to
the Maturity Date.

            "Register" has the meaning set forth in Section 9.04.

            "Related Parties" means, with respect to any specified Person, such
Person's Affiliates and the respective directors, officers, employees, agents
and advisors of such Person and such Person's Affiliates.

            "Required Lenders" means, at any time, Lenders having Canadian
Exposure, U.S. Exposure and unused Commitments representing greater than 50% of
the sum of all Canadian Exposure, U.S. Exposure and unused Commitments at such
time. For purposes of determining the Required Lenders, any amounts denominated
in Canadian Dollars shall be translated into the U.S. Dollar Equivalent at the
Exchange Rate in effect on the Effective Date.



<PAGE>


            "Restricted Payment" means any dividend or other distribution
(whether in cash, securities or other property) with respect to any Equity
Interests in the Company or any Subsidiary, or any payment (whether in cash,
securities or other property), including any sinking fund or similar deposit, on
account of the purchase, redemption, retirement, acquisition, cancelation or
termination of any Equity Interests in the Company or any option, warrant or
other right to acquire any such Equity Interests in the Company.

            "Schedule I Lender" means, any Canadian Lender named on Schedule I
to the Bank Act (Canada).

            "Schedule I Reference Banks" means The Bank of Nova Scotia, a
Canadian chartered bank, or any bank named on Schedule I to the Bank Act
(Canada) as otherwise agreed by the Canadian Administrative Agent and the
Canadian Borrower.

            "Schedule II Lender" means any Canadian Lender named on Schedule II
or Schedule III to the Bank Act (Canada).

            "Schedule II Reference Banks" means The Chase Manhattan Bank of
Canada, a Canadian chartered bank, or any bank named on Schedule II or Schedule
III to the Bank Act (Canada) as otherwise agreed by the Canadian Administrative
Agent and the Canadian Borrower.

            "Security Agreements" means the Canadian Security Agreement and the
U.S. Security Agreement.

            "Security Documents" means the Security Agreements, the Pledge
 Agreements and
the Mortgages.

            "S&P" means Standard & Poor's, a Division of the McGraw-Hill
Companies, and its successors.

            "Statutory Reserve Rate" means a fraction (expressed as a decimal),
the numerator of which is the number one and the denominator of which is the
number one minus the aggregate of the maximum reserve percentages (including any
marginal, special, emergency or supplemental reserves) expressed as a decimal
established by the Board to which the U.S. Administrative Agent is subject (a)
with respect to the Base CD Rate, for new negotiable nonpersonal time deposits
in dollars of over U.S.$100,000 with maturities approximately equal to three
months and (b) with respect to the Adjusted LIBO Rate, for eurocurrency funding
(currently referred to as "Eurocurrency Liabilities" in Regulation D of the
Board). Such reserve percentages shall include those imposed pursuant to such
Regulation D. Eurodollar Loans shall be deemed to constitute eurocurrency
funding and to be subject to such reserve requirements without benefit of or
credit for proration, exemptions or offsets that may be available from time to
time to any Lender under such Regulation D or any comparable regulation. The
Statutory Reserve Rate shall be adjusted automatically on and as of the
effective date of any change in any reserve percentage.


<PAGE>


            "Stores" means the U.S. Stores and the Canadian Stores.

            "subsidiary" means, with respect to any Person (the "parent") at any
date, any corporation, limited liability company, partnership, association or
other entity the accounts of which would be consolidated with those of the
parent in the parent's consolidated financial statements if such financial
statements were prepared in accordance with GAAP as of such date, as well as any
other corporation, limited liability company, partnership, association or other
entity (a) of which securities or other ownership interests representing more
than 50% of the equity or more than 50% of the ordinary voting power or, in the
case of a partnership, more than 50% of the general partnership interests are,
as of such date, owned, controlled or held, or (b) that is, as of such date,
otherwise Controlled, by the parent or one or more subsidiaries of the parent or
by the parent and one or more subsidiaries of the parent.

            "Subsidiary" means any subsidiary of the Company, including the
Canadian Borrower.

            "Taxes" means any and all present or future taxes, levies, imposts,
duties, deductions, charges or withholdings imposed by any Governmental
Authority.

            "Three-Month Secondary CD Rate" means, for any day, the secondary
market rate for three-month certificates of deposit reported as being in effect
on such day (or, if such day is not a Business Day, the next preceding Business
Day) by the Board through the public information telephone line of the Federal
Reserve Bank of New York (which rate will, under the current practices of the
Board, be published in Federal Reserve Statistical Release H.15(519) during the
week following such day) or, if such rate is not so reported on such day or such
next preceding Business Day, the average of the secondary market quotations for
three-month certificates of deposit of major money center banks in New York City
received at approximately 10:00 a.m., New York City time, on such day (or, if
such day is not a Business Day, on the next preceding Business Day) by the U.S.
Administrative Agent from three negotiable certificate of deposit dealers of
recognized standing selected by it.



<PAGE>


            "Total Funded Debt" means, as of any date, the sum of (a) the
aggregate principal amount of Indebtedness of the Company and the Subsidiaries
outstanding as of such date, in the amount that would be reflected on a balance
sheet prepared as of such date on a consolidated basis in accordance with GAAP,
plus (b) the aggregate principal amount of Indebtedness of the Company and the
Subsidiaries outstanding as of such date that is not required to be reflected on
a balance sheet in accordance with GAAP, determined on a consolidated basis;
provided that, for purposes of clause (a) above, the term "Indebtedness" shall
exclude up to an aggregate amount of U.S.$40,000,000 of Guarantees (expressed in
U.S. Dollars) in respect of Canadian Franchise Equipment Lease Notes that are no
longer held by the Company or the Subsidiaries.

            "Transactions" means the execution, delivery and performance by each
Loan Party of the Loan Documents to which it is to be a party, the borrowing of
Loans, the use of the proceeds thereof, the creation of Acceptances and the
issuance of Letters of Credit hereunder.

            "Turnover Rate" shall be an amount stated in terms of a number of
monthly periods and means, on any date, with respect to either grocery,
perishable or HBA, as the case may be, an amount that is equal to (a) twelve
divided by (b)(i)(A) the aggregate cost of goods consisting of grocery,
perishable or HBA, as applicable, sold from the beginning of the then current
fiscal year through the end of the most recent fiscal monthly period divided by
(B) the number of weeks then elapsed in such fiscal year multiplied by (C) the
total number of weeks in such fiscal year divided by (ii) Average Inventory on
such date.

            "Type", when used in reference to any Loan or Borrowing, refers to
whether the rate of interest on such Loan, or on the Loans comprising such
Borrowing, is determined by reference to the Adjusted LIBO Rate, the Alternate
Base Rate or the Canadian Prime Rate.

            "U.S. Administrative Agent" means The Chase Manhattan Bank, a New
York banking corporation, in its capacity as administrative agent for the U.S.
Lenders hereunder.

            "U.S. Borrowers" means the Company, Compass Foods, Inc., Borman's,
 Inc., Kohl's
Food Stores, Inc., Shopwell, Inc., Waldbaum, Inc., Super Fresh Food Markets,
 Inc. and Super
Market Service Corp.

            "U.S. Borrowing" means a Borrowing comprised of U.S. Loans.



<PAGE>


            "U.S. Borrowing Base" means, on any date (subject to adjustment as
provided in Section 1.06), an amount (calculated based on the most recent
Borrowing Base Certificate delivered to the U.S. Administrative Agent in
accordance with Section 5.01(f), absent any error in such Borrowing Base
Certificate) that is equal to (a) the sum of (i) 65% of (A) the amount of the
Adjusted Eligible Inventory located at the U.S. Distribution Centers minus (B)
the Over 13 Weeks Old Reserves allocable to the U.S. Distribution Centers at
such date, (ii) 60% of the amount of the Adjusted Eligible Inventory located at
the U.S. Stores (or in transit from any Distribution Center to the U.S. Stores)
at such date and (iii) 50% of Eligible Real Estate at such date; provided that
the amount resultant from such percentage of real estate shall not exceed 15% of
the aggregate amount of the total Commitments minus (b) the sum of (i) the
aggregate dollar amount (expressed in U.S. Dollars) represented by gift
certificates then outstanding and entitling the holder thereof to use all or a
portion thereof to pay all or a portion of the purchase price for any Inventory
as of such day and (ii) the U.S. Reserve for Leasehold Obligation and (iii) the
PACA Liability Reserve. The U.S. Borrowing Base shall be computed weekly, as
required by Section 5.01(f), and established based upon the most recent
Borrowing Base Certificate delivered to the U.S. Administrative Agent and shall
remain in effect until the delivery to the Administrative Agent of a subsequent
Borrowing Base Certificate.

            "U.S. Business Day" means any day that is not a Saturday, Sunday or
other day on which commercial banks in New York City are authorized or required
by law to remain closed; provided that, when used in connection with a
Eurodollar Loan, the term "U.S. Business Day" shall also exclude any day on
which banks are not open for dealings in dollar deposits in the London interbank
market.

            "U.S. Collateral Agent" means The Chase Manhattan Bank, a New York
banking corporation, in its capacity as collateral agent for the U.S. Secured
Parties under the applicable Security Documents.

            "U.S. Commitment" means, with respect to each Lender, the
commitment, if any, of such Lender to make U.S. Loans and to acquire
participations in U.S. Letters of Credit, expressed as an amount representing
the maximum aggregate amount of such Lender's U.S. Exposure hereunder, as such
commitment may be (a) reduced from time to time pursuant to paragraph (b) or (c)
of Section 2.08 and (b) reduced or increased from time to time pursuant to
reallocations pursuant to paragraph (d) of Section 2.08 or Section 2.21 or
pursuant to assignments by or to such Lender pursuant to Section 9.04. The
initial amount of each Lender's U.S. Commitment is set forth on Schedule 2.01,
or in the Assignment and Acceptance pursuant to which such Lender shall have
assumed its U.S. Commitment, as applicable. The initial aggregate amount of the
Lenders' U.S. Commitments is U.S.$340,000,000.



<PAGE>


            "U.S. Distribution Centers" means (i) the warehouse facilities
operated by the U.S. Loan Parties and located in: Central Islip, New York; North
Bergen, New Jersey; Hunts Point, New York; Edison, New Jersey; Baltimore,
Maryland; Detroit, Michigan; Milwaukee, Wisconsin; New Orleans, Louisiana; Fort
Wayne, Indiana; Dunmoor, Pennsylvania; and Landover, Maryland and (ii) any
warehouse facility located in the United States and operated by U.S. Loan
Parties that is designated as a U.S. Distribution Center by (a) giving 30 days
prior written notice to the Administrative Agent and (b) effecting the
execution, filing and recordation of such financing statements and taking any
and all such further actions as may be reasonably requested by the
Administrative Agents.

            "U.S. Dollar Equivalent" means, with respect to an amount of
Canadian Dollars on any date, the amount of U.S. Dollars that may be purchased
with such amount of Canadian Dollars at the Exchange Rate with respect to
Canadian Dollars on such date.

            "U.S. Dollars" and the symbol "U.S.$" mean the lawful currency of
 the United
States.

            "U.S. Exposure" means, at any time, the aggregate principal amount
of outstanding U.S. Loans and U.S. L/C Exposure at such time. The U.S. Exposure
of any U.S. Lender at any time shall be the sum of its U.S. L/C Exposure plus
the aggregate principal amount of its outstanding U.S. Loans at such time.

            "U.S. Guarantee Agreement" means the U.S. Guarantee Agreement among
the U.S. Loan Parties and the U.S. Collateral Agent, substantially in the form
of Exhibit I.

            "U.S. Issuing Bank" means The Chase Manhattan Bank, in its capacity
as the issuer of U.S. Letters of Credit hereunder, and its successors in such
capacity as provided in Section 2.05(i). The U.S. Issuing Bank may, in its
discretion, arrange for one or more U.S. Letters of Credit to be issued by
Affiliates of the U.S. Issuing Bank, in which case the term "U.S. Issuing Bank"
shall include any such Affiliate with respect to U.S. Letters of Credit issued
by such Affiliate. In the event that there is more than one U.S. Issuing Bank at
any time, references herein and in the other Loan Documents to the U.S. Issuing
Bank shall be deemed to refer to the U.S. Issuing Bank in respect of the
applicable U.S. Letter of Credit or to all U.S. Issuing Banks, as the context
requires. Notwithstanding the foregoing, each institution listed in Schedule
1(a) shall be deemed to be an U.S. Issuing Bank with respect to the Existing
U.S. Letters of Credit issued by it.



<PAGE>


            "U.S. L/C Exposure" means, at any time, the sum of (a) the aggregate
undrawn amount of all outstanding U.S. Letters of Credit at such time plus (b)
the aggregate principal amount of all L/C Disbursements made pursuant to U.S.
Letters of Credit that have not yet been reimbursed by or on behalf of a U.S.
Borrower at such time. The U.S. L/C Exposure of any U.S. Lender at any time
shall mean its Applicable Percentage of the aggregate U.S. L/C Exposure at such
time.

           "U.S. Lender" means any Lender that has a U.S. Commitment or any U.S.
Exposure.  The initial U.S. Lenders are listed on Schedule 2.01 under the
caption
"U.S. Lenders".

            "U.S. Letter of Credit" means any Letter of Credit issued by the
 U.S. Issuing
Bank for the account of a U.S. Borrower.  Each Existing U.S. Letter of Credit
 shall be
deemed to constitute a U.S. Letter of Credit issued hereunder on the Effective
Date for all
purposes of the Loan Documents.

            "U.S. Loan" means a Loan made pursuant to paragraph (a) of Section
2.01.

            "U.S. Loan Parties" means each of the Company, the other U.S.
Borrowers and
each other U.S. Subsidiary identified as a "U.S. Loan Party" on Schedule 3.12
and each U.S.
Subsidiary made a party hereto pursuant to Section 5.12.

            "U.S. Obligations" has the meaning assigned to such term in the
U.S. Security
Agreement.

            "U.S. Pledge Agreement" means the U.S. Pledge Agreement among the
U.S. Loan Parties party thereto and the U.S. Collateral Agent, substantially in
the form of Exhibit J.

            "U.S. Reserve for Leasehold Obligations" means, on any date, the
 aggregate
amount of Leasehold Obligations of the U.S. Loan Parties due and owing for a
 one month
period.

            "U.S. Security Agreement" means the U.S. Security Agreement among
the U.S. Loan Parties party thereto and the U.S. Collateral Agent, substantially
in the form of Exhibit K.

            "U.S. Stores" means all supermarket retail locations of the Company
and other
U.S. Loan Parties selling Inventory owned by the U.S. Loan Parties.



<PAGE>


            "U.S. Subsidiary" means each Subsidiary which is not a Foreign
 Subsidiary;
"U.S. Subsidiaries" means all such Subsidiaries.

            "Withdrawal Liability" means liability to a Multiemployer Plan as a
result of a complete or partial withdrawal from such Multiemployer Plan, as such
terms are defined in Part I of Subtitle E of Title IV of ERISA.

            SECTION 1.02.  Classification of Loans and Borrowings.  For
purposes of this
Agreement, Loans may be classified and referred to by Class (e.g., a
"U.S. Loan") or by
Type (e.g., a "Eurodollar Loan") or by Class and Type (e.g., a "U.S. Eurodollar
 Loan").
Borrowings also may be classified and referred to by Class (e.g., a "U.S.
Borrowing") or by
Type (e.g., a "Eurodollar Borrowing") or by Class and Type (e.g., a "U.S.
 Eurodollar
Borrowing").

            SECTION 1.03. Terms Generally. The definitions of terms herein shall
apply equally to the singular and plural forms of the terms defined. Whenever
the context may require, any pronoun shall include the corresponding masculine,
feminine and neuter forms. The words "include", "includes" and "including" shall
be deemed to be followed by the phrase "without limitation". The word "will"
shall be construed to have the same meaning and effect as the word "shall".
Unless the context requires otherwise (a) any definition of or reference to any
agreement, instrument or other document herein shall be construed as referring
to such agreement, instrument or other document as from time to time amended,
supplemented or otherwise modified (subject to any restrictions on such
amendments, supplements or modifications set forth herein), (b) any reference
herein to any Person shall be construed to include such Person's successors and
assigns, (c) the words "herein", "hereof" and "hereunder", and words of similar
import, shall be construed to refer to this Agreement in its entirety and not to
any particular provision hereof, (d) all references herein to Articles,
Sections, Exhibits and Schedules shall be construed to refer to Articles and
Sections of, and Exhibits and Schedules to, this Agreement and (e) the words
"asset" and "property" shall be construed to have the same meaning and effect
and to refer to any and all tangible and intangible assets and properties,
including cash, securities, accounts and contract rights.



<PAGE>


            SECTION 1.04. Accounting Terms; GAAP. Except as otherwise expressly
provided herein, all terms of an accounting or financial nature shall be
construed in accordance with GAAP, as in effect from time to time; provided
that, if the Company notifies the Administrative Agents that the Company
requests an amendment to any provision hereof to eliminate the effect of any
change occurring after the date hereof in GAAP or in the application thereof on
the operation of such provision (or if the Administrative Agents notify the
Company that the Required Lenders request an amendment to any provision hereof
for such purpose), regardless of whether any such notice is given before or
after such change in GAAP or in the application thereof, then such provision
shall be interpreted on the basis of GAAP as in effect and applied immediately
before such change shall have become effective until such notice shall have been
affirmatively withdrawn by the Company (or, in the case of a request for an
amendment under this Section by the Required Lenders, the Administrative Agents)
or such provision amended in accordance herewith.

            SECTION 1.05. Currencies; Exchange Rates. If, at any time, any
amount denominated in Canadian Dollars is required pursuant to any Loan Document
to be expressed in U.S. Dollars, then such amount shall be expressed at the U.S.
Dollar Equivalent determined by the U.S. Administrative Agent based on the
Exchange Rate then in effect (as provided in Section 2.20(a)), unless the
Exchange Rate is required to be determined as of another date. If, at any time,
any amount is required to be expressed in Canadian Dollars, then such amount
shall be expressed at the Canadian Dollar Equivalent determined as of such date
by the U.S. Administrative Agent based on the Exchange Rate then in effect (as
provided in Section 2.20(a)), unless the Exchange Rate is required to be
determined as of another date. Any such determinations by the U.S.
Administrative Agent shall be conclusive absent manifest error.



<PAGE>


            SECTION 1.06. Borrowing Base Adjustments. The Administrative Agents
or the Required Lenders may, in their reasonable discretion, in reviewing the
collateral components of the Canadian Borrowing Base or the U.S. Borrowing Base,
(x) after completion of any evaluation or any appraisal contemplated by Section
5.09(b) or (y) upon the occurrence and during the continuation of a Default,
from time to time (a) decrease the advance rates for the U.S. Borrowing Base or
the Canadian Borrowing Base (or both), (b) establish and revise reserves
reducing the amount of Eligible Real Estate or Eligible Inventory and (c) impose
additional eligibility criteria to be applicable to Eligible Real Estate or
Eligible Inventory; provided that any such adjustment described in clause (a),
(b) or (c) above shall be made only in the event that the Administrative Agents
or the Required Lenders reasonably determine (based upon an evaluation or
appraisal referred to in Section 5.09(b) or other objectively determinable facts
or circumstances) that the applicable U.S. Borrowing Base or Canadian Borrowing
Base, or component thereof, or its value as Collateral, is adversely affected by
one or more events, conditions, contingencies or risks that are not already
adequately reflected in the calculation of the U.S. Borrowing Base or Canadian
Borrowing Base (as applicable); provided further that no change will be made to
the borrowing base standards pursuant to this Section 1.06 if such change would
increase the U.S. Borrowing Base or the Canadian Borrowing Base in effect at any
time above the U.S. Borrowing Base or the Canadian Borrowing Base, respectively,
that would be in effect at such time if the U.S. Borrowing Base or the Canadian
Borrowing Base, respectively, were calculated using the standards in effect on
the date hereof or, if such standards have been amended pursuant to Section
9.02(b)(vi), using the standards as in effect on the date of such amendment. Any
such adjustment pursuant to this Section 1.06 shall not be effective until at
least 10 days after delivery of notice of such adjustment to the Company.


                               ARTICLE II

                               The Credits

            SECTION 2.01. Commitments. (a) Subject to the terms and conditions
set forth herein, each U.S. Lender agrees to make U.S. Loans to the U.S.
Borrowers from time to time during the Availability Period in an aggregate
principal amount that will not result in (i) such Lender's U.S. Exposure
exceeding such Lender's U.S. Commitment, (ii) the total U.S. Exposure exceeding
the total U.S. Commitments, (iii) the sum of the total U.S. Exposure and the
total Canadian Exposure exceeding U.S.$425,000,000 or (iv) the total U.S.
Exposure exceeding the U.S. Borrowing Base then in effect minus the excess, if
any, of (A) the total Canadian Exposure minus (B) the Canadian Borrowing Base
then in effect.

            (b) Subject to the terms and conditions set forth herein, each
Canadian Lender agrees from time to time during the Availability Period to make
Canadian Loans to the Canadian Borrower in an aggregate principal amount that
will not result in (i) such Lender's Canadian Exposure exceeding such Lender's
Canadian Commitment, (ii) the total Canadian Exposure exceeding the total
Canadian Commitments, (iii) the sum of the total U.S. Exposure and the total
Canadian Exposure exceeding U.S.$425,000,000 or (iv) the total Canadian Exposure
exceeding the Canadian Borrowing Base then in effect plus the excess, if any, of
(A) the total U.S. Borrowing Base then in effect minus (B) the U.S. Exposure.



<PAGE>


            (c) Within the foregoing limits and subject to the terms and
conditions set forth herein, the Borrowers may borrow, prepay and reborrow Loans
during the Availability Period.

            SECTION 2.02. Loans and Borrowings. (a) Each Loan shall be made as
part of a Borrowing consisting of Loans of the same Class and Type made by the
Lenders ratably in accordance with their respective Commitments of the
applicable Class. The failure of any Lender to make any Loan required to be made
by it shall not relieve any other Lender of its obligations hereunder; provided
that the Commitments of the Lenders are several and no Lender shall be
responsible for any other Lender's failure to make Loans as required.

            (b) Subject to Section 2.12, (i) each U.S. Borrowing shall be
denominated in U.S. Dollars and comprised entirely of ABR Loans or Eurodollar
Loans as the applicable U.S. Borrower may request in accordance herewith; and
(ii) each Canadian Borrowing shall be either (A) denominated in U.S. Dollars and
comprised entirely of ABR Loans or Eurodollar Loans as the Canadian Borrower may
request or (B) denominated in Canadian Dollars and comprised of Canadian Prime
Loans. Each Lender at its option may make any Eurodollar Loan by causing any
domestic or foreign branch or Affiliate of such Lender to make such Loan;
provided that any exercise of such option shall not affect the obligation of the
applicable Borrower to repay such Loan in accordance with the terms of this
Agreement and provided further, that the exercise of such option shall not
result in an increase in additional amounts payable by a Borrower pursuant to
Section 2.16 (other than as the result of the application of Section 2.21).



<PAGE>


            (c) At the commencement of each Interest Period for any Eurodollar
Borrowing, such Borrowing shall be in an aggregate principal amount that is an
integral multiple of U.S.$1,000,000 and not less than U.S.$5,000,000. At the
time that each Canadian Prime Borrowing is made, such Borrowing shall be an
aggregate principal amount that is an integral multiple of Cdn.$1,000,000 and
not less than Cdn.$5,000,000, and at the time that each ABR Borrowing is made,
such Borrowing shall be in an aggregate principal amount that is an integral
multiple of U.S.$1,000,000 and not less than U.S.$5,000,000; provided that an
ABR Borrowing or Canadian Prime Borrowing may be in an aggregate principal
amount that is equal to the entire unused balance of Commitments of the
applicable Class or that is required to finance the reimbursement of a U.S. L/C
Disbursement or Canadian L/C Disbursement as contemplated by Section 2.05(e).
Borrowings of more than one Type and Class may be outstanding at the same time;
provided that there shall not at any time be more than a total of 10 U.S.
Eurodollar Borrowings, or more than a total of 10 Canadian Eurodollar
Borrowings, outstanding. For purposes of the foregoing, Loans having different
Interest Periods, regardless of whether they commence on the same date, shall be
deemed as made under separate Borrowings.

            (d) Notwithstanding any other provision of this Agreement, a
Borrower shall not be entitled to request, or to elect to convert or continue,
any Borrowing if the Interest Period requested with respect thereto would end
after the Maturity Date.

            SECTION 2.03. Requests for Borrowings. To request a Borrowing, a
Borrower shall notify the applicable Administrative Agent of such request by
telephone (a) in the case of a Eurodollar Borrowing, not later than 11:00 a.m.,
New York City time (or, in the case of a Canadian Borrowing, Toronto time),
three Business Days before the date of the proposed Borrowing, (b) in the case
of an ABR Borrowing, not later than 11:00 a.m., New York City time (or, in the
case of a Canadian Borrowing, Toronto time), on the day of the proposed
Borrowing or (c) in the case of a Canadian Prime Borrowing, not later than 10:00
a.m., Toronto time, on the day of the proposed Canadian Borrowing; provided that
any such notice of an ABR Borrowing or Canadian Prime Borrowing to finance the
reimbursement of an L/C Disbursement as contemplated by Section 2.05(e) may be
given not later than 10:00 a.m., New York City time (or, in the case of a
Canadian Prime Borrowing, Toronto time) on the date of the proposed Borrowing.
Each such telephonic Borrowing Request shall be irrevocable and shall be
confirmed promptly by hand delivery or telecopy to the applicable Administrative
Agent of a written Borrowing Request in a form approved by such Administrative
Agent and signed by the applicable Borrower. Each such telephonic and written
Borrowing Request shall specify the following information in compliance with
Section 2.02:

            (i) the Borrower requesting such Borrowing (or on whose behalf the
 Company or
      the Canadian Borrower is requesting such Borrowing);

            (ii) whether the requested Borrowing is to be a U.S. Borrowing or
Canadian
      Borrowing;

            (iii) the currency (in the case of a Canadian Borrowing) and
 aggregate amount
      of such Borrowing;

            (iv) the date of such Borrowing, which shall be a Business Day;

            (v) in the case of a Borrowing denominated in U.S. Dollars, whether
 such
      Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing;


<PAGE>


            (vi) in the case of a Eurodollar Borrowing, the initial Interest
      Period to be applicable thereto, which shall be a period contemplated by
      the definition of the term "Interest Period"; and

            (vii) the location and number of the applicable Borrower's account
      to which funds are to be disbursed, which shall comply with the
      requirements of Section 2.06.

If no election as to the Type of Borrowing is specified with respect to a
Borrowing in U.S. Dollars or Canadian Dollars, then the requested Borrowing
shall be an ABR Borrowing or a Canadian Prime Borrowing, respectively. If no
Interest Period is specified with respect to any requested Eurodollar Borrowing,
then the applicable Borrower shall be deemed to have selected an Interest Period
of one month's duration. Promptly following receipt of a Borrowing Request in
accordance with this Section, the applicable Administrative Agent shall advise
each of the applicable Lenders of the details thereof and of the amount of such
Lender's Loan to be made as part of the requested Borrowing.



<PAGE>


            SECTION 2.04. Acceptances. (a) Acceptance Commitment. Subject to the
terms and conditions hereof, each Canadian Lender severally agrees that the
Canadian Borrower may issue Acceptances denominated in Canadian Dollars, in
minimum denominations of Cdn.$100,000 or a whole multiple thereof and in minimum
aggregate amounts of Cdn.$5,000,000 or any greater whole multiple of
Cdn.$100,000, each in accordance with the provisions of this Section 2.04 from
time to time until the Maturity Date in an aggregate face amount that will not
result in (i) such Lender's Canadian Exposure exceeding such Lender's Canadian
Commitment, (ii) the total Canadian Exposure exceeding the total Canadian
Commitments, (iii) the sum of the total U.S. Exposure and the total Canadian
Exposure exceeding U.S.$425,000,000 or (iv) the total Canadian Exposure
exceeding the Canadian Borrowing Base then in effect plus the excess, if any, of
(A) the U.S. Borrowing Base then in effect minus (B) the total U.S. Exposure;
provided that at all times the outstanding aggregate face amount of all
Acceptances made by a Canadian Lender shall equal its Applicable Percentage of
the outstanding face amount of all Acceptances made by all Canadian Lenders. For
purposes of this Agreement, the full face value of an Acceptance, without
discount, shall be used when calculations are made to determine the outstanding
amount of a Canadian Lender's Acceptances; provided that in computing the face
amount of Acceptances outstanding, the face amount of an Acceptance in respect
of which the Acceptance Obligation has been prepaid by the Canadian Borrower and
received by the Canadian Lender that created the same in accordance with the
terms of this Agreement shall not be included.

            (b) Terms of Acceptance. Each Draft shall be accepted by a Canadian
Lender, upon the written request of the Canadian Borrower given in accordance
with paragraph (c), by the completion and acceptance by such Canadian Lender of
a Draft (i) payable in Canadian Dollars, drawn by the Canadian Borrower on the
Canadian Lender in accordance with this Agreement, to the order of the Canadian
Lender and (ii) maturing prior to the Maturity Date on a Canadian Business Day
not less than 28 days nor more than 180 days after the date of such Draft,
excluding days of grace, all as specified in the relevant Notice of Drawing to
be delivered under paragraph (c) of this Section; provided that no Acceptance
shall have a tenor in excess of the period of time which is usual and reasonably
necessary to finance transactions of similar character.

            (c)  Notice of Drawing and Discount of Acceptances.

            (i) With respect to each requested acceptance of Drafts, the
      Canadian Borrower shall give the Canadian Administrative Agent a Notice of
      Drawing, substantially in the form of Exhibit L (which shall be
      irrevocable and may be by telephone confirmed in writing within one
      Canadian Business Day) to be received prior to 12:00 p.m., Toronto time,
      at least one Canadian Business Day prior to the date of the requested
      acceptance, specifying:

                  (A) the date on which such Drafts are to be accepted;

                  (B) the aggregate face amount of such Drafts;

                  (C) the maturity date of such Acceptances;

                  (D) whether the Canadian Lenders must purchase or arrange for
 the
            purchase of the Acceptances; and

                  (E) such additional information as the Canadian Administrative
            Agent or any Canadian Lenders may reasonably from time to time
            request to be included in such notices.



<PAGE>


            (ii) Upon receipt of a Notice of Drawing the Canadian Administrative
      Agent shall promptly notify each Canadian Lender of the contents thereof
      and of such Canadian Lender's ratable share of the Acceptances requested
      thereunder. The aggregate face amount of the Drafts to be accepted by a
      Canadian Lender shall be determined by the Canadian Administrative Agent
      by reference to the respective Canadian Commitments of the Canadian
      Lenders; provided that, if the face amount of an Acceptance which would
      otherwise be accepted by a Canadian Lender is not Cdn.$100,000, or a whole
      multiple thereof, the face amount shall be increased or reduced by the
      Canadian Administrative Agent, in its sole discretion, to Cdn.$100,000, or
      the nearest integral multiple thereof, as appropriate.

            (iii) On each date upon which Acceptances are to be accepted, the
      Canadian Administrative Agent shall advise the Canadian Borrower of the
      applicable Discount Rate for each of the Lenders. Not later than 11:00
      a.m., Toronto time, on such date each Canadian Lender shall, subject to
      the fulfillment of the applicable conditions precedent specified in
      Section 4.02 and subject to each Non-Acceptance Canadian Lender's making
      Acceptance Equivalent Loans pursuant to paragraph (i) of this Section, (A)
      on the basis of the information supplied by the Canadian Administrative
      Agent, as aforesaid, complete a Draft or Drafts of the Canadian Borrower
      by filling in the amount, date and maturity date thereof in accordance
      with the applicable Notice of Drawing, (B) duly accept such Draft or
      Drafts, (C) discount such Acceptance or Acceptances, (D) give the Canadian
      Administrative Agent telegraphic or telex notice of such Canadian Lender's
      acceptance of such Draft or Drafts and confirming the discount rate at
      which it discounted the Acceptance or Acceptances and the amount paid to
      the Canadian Administrative Agent for the account of the Canadian Borrower
      and (E) remit to the Canadian Administrative Agent in Canadian Dollars in
      immediately available funds an amount equal to the proceeds of such
      discount less the Acceptance Fee. Upon receipt by the Canadian
      Administrative Agent of such sums from the Canadian Lenders, the Canadian
      Administrative Agent shall make the aggregate amount thereof available to
      the Canadian Borrower.

            (iv) Each extension of credit hereunder through the acceptance of
      Drafts shall be made simultaneously and pro rata by the Canadian Lenders
      in accordance with their respective Canadian Commitments.



<PAGE>


            (d) Sale of Acceptances. The Canadian Borrower shall have the right
to sell any Acceptance; provided that if so specified in the Notice of Drawing
the Canadian Lenders shall purchase or arrange for the purchase of all of the
Acceptances in the market and each Canadian Lender shall provide to the Canadian
Administrative Agent the discount proceeds for the account of the Canadian
Borrower. The Acceptance Fee in respect of such Acceptances may, at the option
of the Canadian Lender, be set off against the discount proceeds payable by such
Canadian Lender hereunder.

            (e) Acceptance Obligation. The Canadian Borrower is obligated, and
hereby unconditionally agrees, to pay to each Canadian Lender the face amount of
each Acceptance created by such Lender in accordance with a Notice of Drawing
pursuant to paragraph (c) on the maturity date thereof, or on such earlier date
as may be required pursuant to provisions of this Agreement. With respect to
each Acceptance which is outstanding hereunder, the Canadian Borrower shall
notify the Canadian Administrative Agent prior to 12:00 p.m. one Canadian
Business Day prior to the maturity date of such Acceptance (which notice shall
be irrevocable) of the Canadian Borrower's intention to issue Acceptances on
such maturity date to provide for the payment of such maturing Acceptance and
shall deliver a Notice of Drawing to the Canadian Administrative Agent or that
the Canadian Borrower intends to repay the maturing Acceptances on the maturity
date. Any repayment of an Acceptance must be made at or before 2:00 p.m.
(Toronto time) on the maturity date of such Acceptance. If the Canadian Borrower
fails to provide such notice to the Canadian Administrative Agent or fails to
repay the maturing Acceptances, or if a Default or an Event of Default has
occurred and is continuing on such maturity date, the Canadian Borrower's
obligations in respect of the maturing Acceptances shall be deemed to have been
converted on the maturity date thereof into a Canadian Prime Loan in an amount
equal to the face amount of the maturing Acceptances. The Canadian Borrower
waives presentment for payment and any other defense to payment of any amounts
due to a Canadian Lender in respect of any Acceptances accepted by such Canadian
Lender under this Agreement which might exist solely by reason of those
Acceptances being held, at the maturity thereof, by that Canadian Lender in its
own right and the Canadian Borrower agrees not to claim any days of grace if
that Canadian Lender, as holder, sues the Canadian Borrower on those Acceptances
for payment of the amounts payable by the Canadian Borrower thereunder.



<PAGE>


            (f) Supply of Drafts and Power of Attorney. To enable the Canadian
Lenders to accept Drafts in the manner specified in this Section 2.04, the
Canadian Borrower shall supply to each Canadian Lender upon the execution of
this Agreement and thereafter from time to time forthwith upon request by such
Canadian Lender a sufficient number of blank Drafts conforming with the
requirements of this Agreement and duly executed on behalf of the Canadian
Borrower, which such Canadian Lender shall hold in safekeeping and the Canadian
Borrower hereby appoints each Canadian Lender as its attorney to sign and
endorse on its behalf, in handwriting or by facsimile or mechanical signature as
and when deemed necessary by such Canadian Lender, blank forms of Acceptances.
In this respect, it is each Canadian Lender's responsibility to maintain an
adequate supply of blank forms of Acceptances for acceptance under this
Agreement. The Canadian Borrower recognizes and agrees that all Acceptances
signed and/or endorsed on its behalf by a Canadian Lender shall bind the
Borrower as fully and effectually as if signed in the handwriting of and duly
issued by the proper signing officers of the Canadian Borrower. Each Canadian
Lender is hereby authorized to issue such Acceptances endorsed in blank in such
face amounts as may be determined by such Canadian Lender; provided that the
aggregate amount thereof is equal to the aggregate amount of Acceptances
required to be accepted by such Canadian Lender. Drafts drawn by the Canadian
Borrower to be accepted as Acceptances shall be signed by a duly authorized
officer or officers of the Canadian Borrower or by its attorney-in-fact
including any attorney-in-fact appointed pursuant to this Section 2.04(f). The
Canadian Borrower hereby authorizes and requests each Canadian Lender in
accordance with each Notice of Drawing received from the Canadian Borrower
pursuant to paragraph (c) to take the measures with respect to a Draft or Drafts
of the Canadian Borrower then in possession of such Lender specified in
paragraph (c)(iii) of this Section. In case any authorized signatory of the
Canadian Borrower whose signature shall appear on any Draft shall cease to have
such authority before the acceptance of a Draft with respect to such Draft, the
obligations of the Canadian Borrower hereunder and under such Acceptance shall
nevertheless be valid for all purposes as if such authority had remained in
force until such creation. The Canadian Administrative Agent and each Canadian
Lender shall be fully protected in relying upon any instructions received from
the Canadian Borrower (orally or otherwise) without any duty to make inquiry as
to the genuineness of such instructions. The Canadian Administrative Agent and
each Canadian Lender shall be entitled to rely on instructions received from any
person identifying himself (orally or otherwise) as a duly authorized officer of
the Canadian Borrower and shall not be liable for any errors, omissions, delays
or interruptions in the transmission of such instructions.



<PAGE>


            (g) Exculpation. No Canadian Lender shall be responsible or liable
for its failure to accept a Draft if the cause of such failure is, in whole or
in part, due to the failure of the Canadian Borrower to provide the Drafts or
the power of attorney described in paragraph (f) above to such Canadian Lender
on a timely basis nor shall any Canadian Lender be liable for any damage, loss
or other claim arising by reason of any loss or improper use of any such Draft
except loss or improper use arising by reason of the negligence or wilful
misconduct of such Canadian Lender.

            (h) Rights of Canadian Lender as to Acceptances. Neither the
Canadian Administrative Agent nor any Canadian Lender shall have any
responsibility as to the application of the proceeds by the Canadian Borrower of
any discount of any Acceptances. For greater certainty, each Canadian Lender
may, at any time, purchase Acceptances issued by the Canadian Borrower and may
at any time and from time to time hold, sell, rediscount or otherwise dispose of
any or all Acceptances accepted and/or purchased by it.

            (i) Acceptance Equivalent Loans. Whenever the Canadian Borrower
delivers a Notice of Drawing to the Canadian Administrative Agent under this
Agreement requesting the Canadian Lenders to accept Drafts, a Canadian Lender
which cannot accept Drafts (a "Non-Acceptance Canadian Lender") shall, in lieu
of accepting Drafts, make an Acceptance Equivalent Loan. On each date on which
Drafts are to be accepted, subject to the same terms and conditions applicable
to the acceptance of Drafts, any Non-Acceptance Canadian Lender that makes an
Acceptance Equivalent Loan, upon delivery by the Canadian Borrower of an
executed Discount Note payable to the order of such Non-Acceptance Canadian
Lender, will remit to the Canadian Administrative Agent in immediately available
funds for the account of the Canadian Borrower the Acceptance equivalent
discount proceeds in respect of the Discount Notes issued by the Canadian
Borrower to the Non-Acceptance Canadian Lender.

            (j) Terms Applicable to Discount Notes. The term "Acceptance" when
used in this Agreement shall be construed to include Discount Notes and all
terms of this Agreement applicable to Acceptances shall apply equally to
Discount Notes evidencing Acceptance Equivalent Loans with such changes as may
in the context be necessary (except that no Discount Note may be sold,
rediscounted or otherwise disposed of by the Non-Acceptance Canadian Lender
making Acceptance Equivalent Loans). For greater certainty:

            (i) a Discount Note shall mature and be due and payable on the same
      date as the maturity date for Acceptances specified in the applicable
      Notice of Drawing;

            (ii) an Acceptance Fee will be payable in respect of a Discount Note
      and shall be calculated at the same rate and in the same manner as the
      Acceptance Fee in respect of an Acceptance;



<PAGE>


            (iii) a discount applicable to a Discount Note shall be calculated
      in the same manner and at the Discount Rate that would be applicable to
      Acceptances accepted by a Schedule II Lender pursuant to the applicable
      Notice of Drawing;

            (iv) an Acceptance Equivalent Loan made by a Non-Acceptance Canadian
      Lender will be considered to be part of a Non-Acceptance Canadian Lender's
      outstanding Acceptances for all purposes of this Agreement; and

            (v) the Canadian Borrower shall deliver Discount Notes to each
      Non-Acceptance Canadian Lender and grants to each Non-Acceptance Canadian
      Lender a power of attorney in respect of the completion and execution of
      Discount Notes, each in accordance with Section 2.04(f).

            (k) Prepayment of Acceptances and Discount Notes. No Acceptance or
Discount Note may be repaid or prepaid prior to the maturity date of such
Acceptance or Discount Note, except in accordance with the provisions of Article
VII.

            (l) Depository Bills and Notes Act. At the option of the Canadian
Borrower and any Canadian Lender, Acceptances and Discount Notes under this
Agreement to be accepted by such Lender may be issued in the form of depository
bills and depository notes, respectively, for deposit with The Canadian
Depository for Securities Limited pursuant to the Depository Bills and Notes Act
(Canada). All depository bills and depository notes so issued shall be governed
by the Depository Bills and Notes Act (Canada) and the provisions of this
Section 2.04.

            SECTION 2.05. Letters of Credit. (a) General. Subject to the terms
and conditions set forth herein, a Borrower may request the issuance of a Letter
of Credit for its own account, in a form reasonably acceptable to the U.S.
Administrative Agent (in the case of a U.S. Letter of Credit) or the Canadian
Administrative Agent (in the case of a Canadian Letter of Credit) and the
applicable Issuing Bank, appropriately completed, at any time and from time to
time during the Availability Period. In the event of any inconsistency between
the terms and conditions of this Agreement and the terms and conditions of any
form of letter of credit application or other agreement submitted by a Borrower
to, or entered into by a Borrower with, an Issuing Bank relating to any Letter
of Credit, the terms and conditions of this Agreement shall control. Each U.S.
Letter of Credit shall be denominated in U.S. Dollars, and each Canadian Letter
of Credit shall be denominated in U.S. Dollars or Canadian Dollars.



<PAGE>




            (b) Notice of Issuance, Amendment, Renewal, Extension; Certain
Conditions. To request the issuance of a Letter of Credit (or the amendment,
renewal or extension of an outstanding Letter of Credit), the applicable
Borrower shall hand deliver or telecopy (or transmit by electronic
communication, if arrangements for doing so have been approved by the applicable
Issuing Bank) to the applicable Issuing Bank and the applicable Administrative
Agent (reasonably in advance of the requested date of issuance, amendment,
renewal or extension) a notice requesting the issuance of a Letter of Credit, or
identifying the Letter of Credit to be amended, renewed or extended, and
specifying the date of issuance, amendment, renewal or extension (which shall be
a U.S. Business Day or, in the case of a Canadian Letter of Credit, a Canadian
Business Day), the date on which such Letter of Credit is to expire (which shall
comply with paragraph (c) of this Section), the amount of such Letter of Credit,
whether such Letter of Credit is to be denominated in U.S. Dollars or Canadian
Dollars (provided that each U.S. Letter of Credit must be denominated in U.S.
Dollars), the name and address of the beneficiary thereof and such other
information as shall be necessary to prepare, amend, renew or extend such Letter
of Credit. If requested by the applicable Issuing Bank, the applicable Borrower
also shall submit a letter of credit application on such Issuing Bank's standard
form in connection with any request for a Letter of Credit. Following receipt of
such notice and prior to the issuance of the requested Letter of Credit or the
applicable amendment, renewal or extension, the U.S. Administrative Agent shall
calculate (if the Letter of Credit is a Canadian Letter of Credit denominated in
Canadian Dollars) its U.S. Dollar Equivalent and, after consulting with the
other Administrative Agent, shall notify the Borrowers and the Issuing Banks of
the results of the tests described below after giving effect to (i) the
issuance, amendment, renewal or extension of such Letter of Credit, (ii) the
issuance or expiration of any other Letter of Credit that is to be issued or
will expire prior to the requested date of issuance of such Letter of Credit and
(iii) the borrowing or repayment of any Loans that (based upon notices delivered
to either Administrative Agent by any Borrower) are to be borrowed or repaid
prior to the requested date of issuance of such Letter of Credit. A Letter of
Credit shall be issued, amended, renewed or extended only if (and upon issuance,
amendment, renewal or extension of each Letter of Credit, the Borrowers shall be
deemed to represent and warrant that) such issuance, amendment, renewal or
extension (i) in the case of a Canadian Letter of Credit, (1) the total Canadian
L/C Exposure shall not exceed U.S.$25,000,000, (2) the total Canadian Exposure
shall not exceed the total Canadian Commitments and (3) the total Canadian
Exposure shall not exceed the Canadian Borrowing Base then in effect plus the
excess, if any, of (x) the U.S. Borrowing Base then in effect minus (y) the
total U.S. Exposure, (ii) in the case of a U.S. Letter of Credit, (1) the total
U.S. L/C Exposure shall not exceed U.S.$75,000,000, (2) the total U.S. Exposure
shall not exceed the total U.S. Commitments and (3) the total U.S. Exposure
shall not exceed the U.S. Borrowing Base then in effect minus the excess, if
any, of (x) the total Canadian Exposure minus (y) the Canadian Borrowing Base
then in effect and (iii) in the case of any Letter of Credit, the sum of the
total U.S. Exposure and the total Canadian Exposure shall not exceed
U.S.$425,000,000.

            (c) Expiration Date. Each Letter of Credit shall expire at or prior
to the close of business on the earlier of (i) the date one year after the date
of the issuance of such Letter of Credit (or, in the case of any renewal or
extension thereof, one year after such renewal or extension) and (ii) the date
that is five U.S. Business Days (or, in the case of a Canadian Letter of Credit,
five Canadian Business Days) prior to the Maturity Date.

            (d) Participations. By the issuance of a Letter of Credit (or an
amendment to a Letter of Credit increasing the amount thereof) and without any
further action on the part of the applicable Issuing Bank or the Lenders, the
applicable Issuing Bank hereby grants to each U.S. Lender (in the case of a U.S.
Letter of Credit) or Canadian Lender (in the case of a Canadian Letter of
Credit), and each such Lender hereby acquires from such Issuing Bank, a
participation in such Letter of Credit equal to such Lender's Applicable
Percentage of the aggregate amount available to be drawn under such Letter of
Credit. In consideration and in furtherance of the foregoing, each such Lender
hereby absolutely and unconditionally agrees to pay to the applicable
Administrative Agent, for the account of such Issuing Bank, such Lender's
Applicable Percentage of each L/C Disbursement made by such Issuing Bank and not
reimbursed by the relevant Borrower on the date due as provided in paragraph (e)
of this Section, or of any reimbursement payment required to be refunded to such
Borrower for any reason, in the same currency in which such L/C Disbursement is
denominated. Each Lender acknowledges and agrees that its obligation to acquire
participations pursuant to this paragraph in respect of Letters of Credit is
absolute and unconditional and shall not be affected by any circumstance
whatsoever, including any amendment, renewal or extension of any Letter of
Credit or the occurrence and continuance of a Default or reduction or
termination of the Commitments, and that each such payment shall be made without
any offset, abatement, withholding or reduction whatsoever.



<PAGE>




            (e) Reimbursement. If the Issuing Bank in respect of a Letter of
Credit shall make any L/C Disbursement in respect of such Letter of Credit, the
relevant Borrower shall reimburse such L/C Disbursement by paying to the
applicable Administrative Agent an amount equal to such L/C Disbursement, in the
same currency in which such L/C Disbursement is denominated, not later than
12:00 noon, New York City time (or, in the case of a Canadian Letter of Credit,
Toronto time), on the date that such L/C Disbursement is made, if the Borrower
shall have received notice of such L/C Disbursement prior to 10:00 a.m., New
York City time (or, in the case of a Canadian Letter of Credit, Toronto time),
on such date, or, if such notice has not been received by such Borrower prior to
such time on such date, then not later than 12:00 noon, New York City time (or,
in the case of a Canadian Letter of Credit, Toronto time), on (i) the Business
Day that such Borrower receives such notice, if such notice is received prior to
10:00 a.m., New York City time (or, in the case of a Canadian Letter of Credit,
Toronto time), on the day of receipt, or (ii) the Business Day immediately
following the day that the Borrower receives such notice, if such notice is not
received prior to such time on the day of receipt; provided that, if such L/C
Disbursement is not less than $1,000,000, the relevant Borrower may, subject to
the conditions to borrowing set forth herein, request in accordance with Section
2.03 that such payment be financed with an ABR Borrowing (or, in the case of an
L/C Disbursement denominated in Canadian Dollars, a Borrowing of Canadian Prime
Loans) in an equivalent amount and, to the extent so financed, such Borrower's
obligation to make such payment shall be discharged and replaced by the
resulting ABR Loan or Canadian Prime Loan, as applicable. If a Borrower fails to
make such payment when due, the applicable Administrative Agent shall notify
each applicable Lender of the applicable L/C Disbursement, the payment then due
from such Borrower in respect thereof and such Lender's Applicable Percentage
thereof. Promptly following receipt of such notice, each such Lender shall pay
to such Administrative Agent its Applicable Percentage of the payment then due
from such Borrower, in the same manner as provided in Section 2.06 with respect
to Loans made by such Lender (and Section 2.06 shall apply, mutatis mutandis, to
the payment obligations of such Lenders), and such Administrative Agent shall
promptly pay to the applicable Issuing Bank the amounts so received by it from
such Lenders. Promptly following receipt by the applicable Administrative Agent
of any payment from the relevant Borrower pursuant to this paragraph, such
Administrative Agent shall distribute such payment to the applicable Issuing
Bank or, to the extent that Lenders have made payments pursuant to this
paragraph to reimburse the applicable Issuing Bank, then to such Lenders and
such Issuing Bank as their interests may appear. Any payment made by a Lender
pursuant to this paragraph to reimburse the applicable Issuing Bank for any L/C
Disbursement (other than the funding of ABR Loans or Canadian Prime Loans as
contemplated above) shall not constitute a Loan and shall not relieve the
relevant Borrower of its obligation to reimburse such L/C Disbursement.



<PAGE>


            (f) Obligations Absolute. Each Borrower's obligation to reimburse
L/C Disbursements as provided in paragraph (e) of this Section shall be
absolute, unconditional and irrevocable, and shall be performed strictly in
accordance with the terms of this Agreement under any and all circumstances
whatsoever and irrespective of (i) any lack of validity or enforceability of any
Letter of Credit or any Loan Document, or any term or provision therein, (ii)
any draft or other document presented under a Letter of Credit proving to be
forged, fraudulent or invalid in any respect or any statement therein being
untrue or inaccurate in any respect, (iii) payment by the applicable Issuing
Bank under a Letter of Credit against presentation of a draft or other document
that does not comply with the terms of such Letter of Credit, or (iv) any other
event or circumstance whatsoever, whether or not similar to any of the
foregoing, that might, but for the provisions of this Section, constitute a
legal or equitable discharge of, or provide a right of setoff against, such
Borrower's obligations hereunder. Neither the Administrative Agents, the Lenders
nor the Issuing Banks, nor any of their Related Parties, shall have any
liability or responsibility by reason of or in connection with the issuance or
transfer of any Letter of Credit or any payment or failure to make any payment
thereunder (irrespective of any of the circumstances referred to in the
preceding sentence), or any error, omission, interruption, loss or delay in
transmission or delivery of any draft, notice or other communication under or
relating to any Letter of Credit (including any document required to make a
drawing thereunder), any error in interpretation of technical terms or any
consequence arising from causes beyond the control of the Issuing Banks;
provided that the foregoing shall not be construed to excuse an Issuing Bank
from liability to a Borrower to the extent of any direct damages (as opposed to
consequential damages, claims in respect of which are hereby waived by each of
the Borrowers to the extent permitted by applicable law) suffered by such
Borrower that are caused by such Issuing Bank's failure to exercise care when
determining whether drafts and other documents presented under a Letter of
Credit comply with the terms thereof. The parties hereto expressly agree that,
in the absence of gross negligence or wilful misconduct on the part of an
Issuing Bank (as finally determined by a court of competent jurisdiction), each
of the Issuing Banks shall be deemed to have exercised care in each such
determination. In furtherance of the foregoing and without limiting the
generality thereof, the parties agree that, with respect to documents presented
which appear on their face to be in substantial compliance with the terms of a
Letter of Credit, an Issuing Bank may, in its sole discretion, either accept and
make payment upon such documents without responsibility for further
investigation, regardless of any notice or information to the contrary, or
refuse to accept and make payment upon such documents if such documents are not
in strict compliance with the terms of such Letter of Credit.

            (g) Disbursement Procedures. An Issuing Bank shall, promptly
following its receipt thereof, examine all documents purporting to represent a
demand for payment under a Letter of Credit. Such Issuing Bank shall promptly
notify the applicable Administrative Agent and the relevant Borrower by
telephone (confirmed by telecopy) of such demand for payment and whether such
Issuing Bank has made or will make an L/C Disbursement thereunder; provided that
any failure to give or delay in giving such notice shall not relieve such
Borrower of its obligation to reimburse the applicable Issuing Bank and Lenders
with respect to any such L/C Disbursement.

            (h) Interim Interest. If the Issuing Bank in respect of a Letter of
Credit shall make any L/C Disbursement under such Letter of Credit, then, unless
the relevant Borrower shall reimburse such L/C Disbursement in full on the date
such L/C Disbursement is made, the unpaid amount thereof shall bear interest,
for each day from and including the date such L/C Disbursement is made to but
excluding the date that such Borrower reimburses such L/C Disbursement, at the
rate per annum then applicable to ABR Loans or, if such amount is denominated in
Canadian Dollars, a Canadian Prime Loan; provided that, if such Borrower fails
to reimburse such L/C Disbursement when due pursuant to paragraph (e) of this
Section, then Section 2.12(d) shall apply. Interest accrued pursuant to this
paragraph shall be for the account of the applicable Issuing Bank, except that
interest accrued on and after the date of payment by any Lender pursuant to
paragraph (e) of this Section to reimburse the applicable Issuing Bank shall be
for the account of such Lender to the extent of such payment.



<PAGE>


            (i) Replacement of the Issuing Bank. An Issuing Bank may be replaced
at any time by written agreement among the Company, the Administrative Agents,
the replaced Issuing Bank and the successor Issuing Bank. The Administrative
Agents shall notify the Lenders of any such replacement of an Issuing Bank. At
the time any such replacement shall become effective, the Borrowers shall pay
all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to
Section 2.11(b). From and after the effective date of any such replacement, (i)
such successor Issuing Bank shall have all the rights and obligations of an
Issuing Bank under this Agreement with respect to Letters of Credit to be issued
thereafter and (ii) references herein to the term "Canadian Issuing Bank" (if
the retiring Issuing Bank is a Canadian Issuing Bank) or "U.S. Issuing Bank" (if
the retiring Issuing Bank is a U.S. Issuing Bank) and the term "Issuing Bank"
shall be deemed to refer to such successor or to any previous Issuing Bank, or
to such successor and all previous Issuing Banks, as the context shall require.
After the replacement of an Issuing Bank hereunder, the replaced Issuing Bank
shall remain a party hereto and shall continue to have all the rights and
obligations of an Issuing Bank under this Agreement with respect to Letters of
Credit issued by it prior to such replacement, but shall not be required to
issue additional Letters of Credit.



<PAGE>


            (j) Cash Collateralization. If any Event of Default shall occur and
be continuing, on the Business Day that the Company receives notice from either
Administrative Agent or the Required Lenders demanding the deposit of cash
collateral pursuant to this paragraph, the U.S. Borrowers shall deposit in an
account with the U.S. Administrative Agent an amount in cash, and the Canadian
Borrower shall deposit in an account or accounts with the Canadian
Administrative Agent an amount or amounts in cash (denominated in U.S. Dollars
or Canadian Dollars or both, to match the currency denominations of the
outstanding Canadian Letters of Credit and Acceptances), in each case for the
benefit of the applicable Lenders, equal to the total U.S. L/C Exposure, the
total Canadian L/C Exposure and Acceptance Exposure, respectively, as of such
date plus any accrued and unpaid interest thereon; provided that the obligation
to deposit such cash collateral shall become effective immediately, and such
deposit shall become immediately due and payable, without demand or other notice
of any kind, upon the occurrence of any Event of Default with respect to any
Borrower described in clause (h) or (i) of Article VII. The Borrowers also shall
deposit cash collateral pursuant to this paragraph as and to the extent required
by Sections 2.10(b), 2.20(d) and 2.21(a)(1). Any such cash collateral so
deposited pursuant to Section 2.10(b) and held by the Administrative Agents
hereunder shall constitute part of the Borrowing Base on a dollar for dollar
basis for purposes of determining compliance with Section 2.10(b). Each such
deposit shall be held by the U.S. Administrative Agent or the Canadian
Administrative Agent, as applicable, as collateral for the payment and
performance of the obligations of the relevant Borrowers under this Agreement.
Such Administrative Agent shall have exclusive dominion and control, including
the exclusive right of withdrawal, over such accounts. Other than any interest
earned on the investment of such deposits, which investments shall be made at
the option and sole discretion of the applicable Administrative Agent and at the
Borrowers' risk and expense, such deposits shall not bear interest. Interest or
profits, if any, on such investments shall accumulate in such accounts. Moneys
in such accounts shall be (i) applied by the applicable Administrative Agent to
reimburse the relevant Issuing Bank for L/C Disbursements for which it has not
been reimbursed and (ii), to the extent not so applied, held for the
satisfaction of the reimbursement obligations of the relevant Borrower for its
L/C Exposure at such time, (iii) held for the satisfaction of outstanding
Acceptance Obligations or (iv), if the maturity of the Loans has been
accelerated, be applied to satisfy other obligations of such Borrower under this
Agreement. If a Borrower is required to provide an amount of cash collateral
hereunder as a result of the occurrence of an Event of Default, such amount (to
the extent not applied as aforesaid) shall be returned to such Borrower within
three Business Days after all Events of Default have been cured or waived. If
the U.S. Borrowers are required to provide cash collateral other than as a
result of an occurrence of an Event of Default hereunder, such amount (to the
extent not applied as aforesaid) shall be promptly returned to the extent that,
and following such time as, after giving effect to such return: (i) the total
U.S. Exposure does not exceed the total U.S. Commitments, (ii) the sum of the
total U.S. Exposure and the total Canadian Exposure does not exceed
U.S.$425,000,000 and (iii) the total U.S. Exposure does not exceed the U.S.
Borrowing Base then in effect minus the excess, if any, of (A) the total
Canadian Exposure minus (B) the Canadian Borrowing Base then in effect. If the
Canadian Borrower is required to provide an amount of cash collateral other than
as a result of an occurrence of an Event of Default hereunder, such amount (to
the extent not applied as aforesaid) shall be promptly returned to the extent
that, and following such time as, after giving effect to such return: (i) the
total Canadian Exposure does not exceed the total Canadian Commitments, (ii) the
sum of the total U.S. Exposure and the total Canadian Exposure does not exceed
U.S.$425,000,000 or (iii) the total Canadian Exposure does not exceed the
Canadian Borrowing Base then in effect plus the excess, if any, of (A) the U.S.
Borrowing Base then in effect minus (B) the total U.S. Exposure.



<PAGE>


            SECTION 2.06. Funding of Borrowings. (a) Each U.S. Lender shall make
each U.S. Loan to be made by it hereunder on the proposed date thereof by wire
transfer of immediately available funds by 1:00 p.m., New York City time, to the
account of the U.S. Administrative Agent most recently designated by it for such
purpose by notice to the U.S. Lenders. Each Canadian Lender shall make each
Canadian Loan to be made by it hereunder on the proposed date thereof by wire
transfer of immediately available funds by 12:00 noon, Toronto time, to the
account of the Canadian Administrative Agent most recently designated by it for
such purpose by notice to the Canadian Lenders. The applicable Administrative
Agent will make each such Loan available to the relevant Borrower by promptly
crediting the amounts so received, in like funds, to an account of such Borrower
maintained with such Administrative Agent in New York City or Toronto, as
applicable, and designated by such Borrower in the applicable Borrowing Request;
provided that any ABR Loans or Canadian Prime Loans made to finance the
reimbursement of an L/C Disbursement as provided in Section 2.05(e) shall be
remitted by the applicable Administrative Agent to the relevant Issuing Bank.

            (b) Unless the applicable Administrative Agent shall have received
notice from a Lender prior to the proposed date of any Loan to be made by such
Lender on the occasion of any Borrowing that such Lender will not make available
to such Administrative Agent such Lender's share of such Borrowing, such
Administrative Agent may assume that such Lender has made such share available
on such date in accordance with paragraph (a) of this Section and may, in
reliance upon such assumption, make available to the relevant Borrower a
corresponding amount. In such event, if a Lender has not in fact made its share
of the applicable Borrowing available to the applicable Administrative Agent,
then such Lender and the relevant Borrower severally agree to pay to such
Administrative Agent forthwith on demand such corresponding amount with interest
thereon, for each day from and including the date such amount is made available
to such Borrower to but excluding the date of payment to such Administrative
Agent, at (i) in the case of any U.S. Lender, the greater of the Federal Funds
Effective Rate and a rate determined by the U.S. Administrative Agent in
accordance with banking industry rules on interbank compensation or, in the case
of amounts payable to the Canadian Administrative Agent in U.S. Dollars or
Canadian Dollars, the rate determined by the Canadian Administrative Agent (such
determination to be conclusive and binding on such Lender) in accordance with
the Canadian Administrative Agent's cost of funding the amount of such payment
or (ii) in the case of such Borrower, the interest rate applicable to ABR Loans
(or, in the case of amounts payable in Canadian Dollars, the interest rate
applicable to Canadian Prime Loans). If such Lender pays such amount to the
applicable Administrative Agent, then such amount shall constitute such Lender's
Loan included in such Borrowing.



<PAGE>


            SECTION 2.07. Interest Elections. (a) Each Borrowing initially shall
be of the Type specified in the applicable Borrowing Request and, in the case of
a Eurodollar Borrowing, shall have an initial Interest Period as specified in
such Borrowing Request. Thereafter, except for Canadian Prime Loans, the
applicable Borrower may elect to convert such Borrowing to a different Type or
to continue such Borrowing and, in the case of a Eurodollar Borrowing, may elect
Interest Periods therefor, all as provided in this Section. Such Borrower may
elect different options with respect to different portions of the affected
Borrowing, in which case each such portion shall be allocated ratably among the
Lenders holding the Loans comprising such Borrowing, and the Loans comprising
each such portion shall be considered a separate Borrowing.

            (b) To make an election pursuant to this Section, the applicable
Borrower shall notify the applicable Administrative Agent of such election by
telephone by the time that a Borrowing Request would be required under Section
2.03 if such Borrower were requesting a Borrowing of the Class and Type
resulting from such election to be made on the effective date of such election.
Each such telephonic Interest Election Request shall be irrevocable and shall be
confirmed promptly by hand delivery or telecopy to the applicable Administrative
Agent of a written Interest Election Request in a form approved by such
Administrative Agent and signed by such Borrower.

            (c) Each telephonic and written Interest Election Request shall
specify the following information in compliance with Section 2.02:

            (i) the Borrowing to which such Interest Election Request applies
      and, if different options are being elected with respect to different
      portions thereof, the portions thereof to be allocated to each resulting
      Borrowing (in which case the information to be specified pursuant to
      clauses (iii) and (iv) below shall be specified for each resulting
      Borrowing);

            (ii) the effective date of the election made pursuant to such
      Interest Election Request, which shall be a Business Day;

            (iii) whether the resulting Borrowing is to be an ABR Borrowing or
 a Eurodollar
      Borrowing; and

            (iv) if the resulting Borrowing is a Eurodollar Borrowing, the
      Interest Period to be applicable thereto after giving effect to such
      election, which shall be a period contemplated by the definition of the
      term "Interest Period".



<PAGE>


If any such Interest Election Request requests a Eurodollar Borrowing but does
not specify an Interest Period, then the applicable Borrower shall be deemed to
have selected an Interest Period of one month's duration.

            (d) Promptly following receipt of an Interest Election Request, the
applicable Administrative Agent shall advise each affected Lender of the details
thereof and of such Lender's portion of each resulting Borrowing.

            (e) If a Borrower fails to deliver a timely Interest Election
Request with respect to a Eurodollar Borrowing prior to the end of the Interest
Period applicable thereto, then, unless such Borrowing is repaid as provided
herein, at the end of such Interest Period such Borrowing shall be converted to
an ABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of
Default has occurred and is continuing and an Administrative Agent, at the
request of the Required Lenders, so notifies the Company, then, so long as an
Event of Default is continuing (i) no outstanding Borrowing may be converted to
or continued as a Eurodollar Borrowing and (ii) unless repaid, each Eurodollar
Borrowing shall be converted to an ABR Borrowing at the end of the Interest
Period applicable thereto.

            (f) This Section shall not be construed to apply to any Borrowing
denominated in Canadian Dollars, which must remain a Canadian Prime Borrowing.
This Section also shall not be construed to permit any conversion of the
currency in which a Borrowing is denominated.

            SECTION 2.08.  Termination, Reduction or Reallocation of
Commitments.  (a)
Unless previously terminated, the Commitments shall terminate on the Maturity
 Date.

            (b) The Company may at any time terminate, or from time to time
reduce, the U.S. Commitments; provided that (i) the Company shall not terminate
or reduce the U.S. Commitments if, after giving effect to any concurrent
prepayment of U.S. Loans in accordance with Section 2.10, the total U.S.
Exposure would exceed the total U.S. Commitments, (ii) the Company shall not
terminate or reduce the U.S. Commitments unless the Canadian Borrower
concurrently terminates, or ratably reduces, as the case may be, the Canadian
Commitments in accordance with paragraph (c) below and (iii) each partial
reduction of the U.S. Commitments shall be in an integral multiple of
U.S.$1,000,000 and in a minimum aggregate principal amount of U.S.$5,000,000.



<PAGE>


            (c) The Canadian Borrower may at any time terminate, or from time to
time reduce, the Canadian Commitments; provided that (i) the Canadian Borrower
shall not terminate or reduce the Canadian Commitments if, after giving effect
to any concurrent prepayment of the Canadian Loans in accordance with Section
2.10, the total Canadian Exposure would exceed the total Canadian Commitments
and (ii) the Canadian Borrower shall not terminate or reduce the Canadian
Commitments unless the Company concurrently terminates, or ratably reduces, as
the case may be, the U.S. Commitments in accordance with paragraph (b) above.



<PAGE>


            (d) Subject to the satisfaction of the conditions set forth in
paragraph (e) below, the Company may reallocate all or a portion of a Lender's
Commitment in accordance with the following procedures; provided that no such
reallocation shall be permitted that would have the effect, together with any
previous reallocations hereunder, of increasing or decreasing the total U.S.
Commitments to an amount that is more than U.S.$50,000,000 above or below, as
the case may be, the amount thereof that would have been in effect at the time
if no such reallocations had been made hereunder. In the case of any such
reallocation, the total U.S. Commitments (in the case of a reallocation of a
U.S. Commitment) or the total Canadian Commitments (in the case of a
reallocation of a Canadian Commitment), as the case may be, shall be reduced by
the amount of the reallocated Commitment (the "Reallocated Commitment") and the
total Canadian Commitments (if the Reallocated Commitment was a U.S. Commitment)
or the total U.S. Commitments (if the Reallocated Commitment was a Canadian
Commitment) shall be increased by an amount equal to the Reallocated Commitment.
Any such reallocation shall be subject to execution of documentation with
respect thereto by the Borrowers, the Administrative Agents, the Lender whose
Commitment is reduced pursuant to such reallocation (the "Reduced Lender") and
the Lender that will assume the increased Commitment resulting from such
reallocation, which may be the Reduced Lender or an affiliate thereof (the
"Increased Lender"). The Administrative Agents shall notify the Lenders of any
such reallocation. Any such reallocation shall not require any consent or
approval of any Lender other than the Reduced Lender and the Increased Lender,
but the amounts of the respective Commitments of such other Lenders shall not be
changed by any such reallocation. In the event of any such reallocation (i) the
credit facility comprised of the Reallocated Commitment, the other Commitments
of the same Class and the Loans and other extensions of credit hereunder in
respect of such Commitments is referred to herein as the "Reduced Facility", and
(ii) the credit facility comprised of the Commitment of the Increased Lender,
the other Commitments of the same Class and the Loans and other extensions of
credit hereunder in respect of such Commitments is referred to herein as the
"Increased Facility".

            (e) The consummation of any reallocation pursuant to paragraph (d)
above shall be subject to satisfaction of the following conditions on the date
of such consummation:

            (i) the conditions to borrowing set forth in Section 4.02 shall be
 satisfied at
      the time;

            (ii) each of the Administrative Agents, each Issuing Lender, the
      Reduced Lender and the Increased Lender shall have consented in writing to
      such reallocation;

            (iii) the Borrowers in respect of the Reduced Facility will prepay
      outstanding U.S. Loans or Canadian Loans, as applicable, in such amounts
      as shall be necessary in order that, after giving effect to the
      reallocation of Commitments and to such prepayments, the aggregate
      outstanding principal amount of such U.S. Loans or Canadian Loans are held
      by the Lenders ratably in accordance with their Commitments in respect of
      the Reduced Facility;

            (iv) the Borrowers in respect of the Increased Facility will prepay
      all outstanding Canadian Loans or U.S. Loans, as applicable (without
      prejudice to such Borrowers' rights to borrow on such date);

            (v) the participations in Letters of Credit, and the Canadian L/C
      Exposure and the U.S. L/C Exposure represented thereby, shall be adjusted
      so that, after giving effect to the reallocation of Commitments, the
      Canadian L/C Exposure of each Canadian Lender shall equal its Applicable
      Percentage of the total Canadian L/C Exposure at the time and the U.S. L/C
      Exposure of each U.S. Lender shall equal its Applicable Percentage of the
      total U.S. L/C Exposure at the time; and, if there are any unreimbursed
      L/C Disbursements at the time, the applicable Borrower or Borrowers shall
      pay the same in full together with accrued interest, if any, thereon; and



<PAGE>


            (vi) such reallocation shall not result in the prepayment of any
      Acceptance Obligation and, after giving effect to such reallocation and
      the satisfaction of the conditions specified above, (A) the total U.S.
      Exposure shall not exceed the total U.S. Commitments, (B) the total
      Canadian Exposure shall not exceed the total Canadian Commitments, (C) the
      sum of the total U.S. Exposure plus the total Canadian Exposure shall not
      exceed U.S.$425,000,000, (D) the outstanding principal amount of all U.S.
      Loans of each U.S. Lender shall equal its Applicable Percentage of the
      outstanding aggregate principal amount of all U.S. Loans of all U.S.
      Lenders, (E) the outstanding principal amount of all Canadian Loans of
      each Canadian Lender shall equal its Applicable Percentage of the
      outstanding aggregate principal amount of all Canadian Loans of all
      Canadian Lenders; (F) the outstanding principal amount of all Acceptances
      of each Canadian Lender shall equal its Applicable Percentage of the
      outstanding aggregate principal amount of all Acceptances of all Canadian
      Lenders; (G) the total U.S. Exposure shall not exceed the U.S. Borrowing
      Base then in effect minus the excess, if any, of (x) the total Canadian
      Exposure minus (y) the Canadian Borrowing Base then in effect and (H) the
      total Canadian Exposure shall not exceed the Canadian Borrowing Base then
      in effect plus the excess, if any, of (x) the U.S. Borrowing Base then in
      effect minus (y) the total U.S. Exposure.

            (f) The Company or the Canadian Borrower, as applicable, shall
notify the applicable Administrative Agent of any election to terminate or
reduce the Commitments under paragraph (b) or (c) of this Section at least three
Business Days prior to the effective date of such termination or reduction,
specifying such election and the effective date thereof. Promptly following
receipt of any notice, such Administrative Agent shall advise the affected
Lenders of the contents thereof. Each notice delivered by the Company or the
Canadian Borrower pursuant to this Section shall be irrevocable; provided that a
notice of termination of the Commitments may state that such notice is
conditioned upon the effectiveness of other credit facilities, in which case
such notice may be revoked by the Company (by notice to the Administrative
Agents on or prior to the specified effective date) if such condition is not
satisfied. Any termination or reduction of the Commitments of either Class shall
be permanent. Each reduction of the Commitments of either Class shall be made
ratably among the applicable Lenders in accordance with their respective
Commitments of such Class.

            SECTION 2.09. Repayment of Loans; Evidence of Debt. (a) Each
Borrower hereby unconditionally promises to pay to the applicable Administrative
Agent for the account of each Lender the then unpaid principal amount of each
Loan made to such Borrower and held by such Lender on the Maturity Date.



<PAGE>


            (b) Each Lender shall maintain in accordance with its usual practice
an account or accounts evidencing the indebtedness of each Borrower to such
Lender resulting from each Loan made by such Lender, including the amounts of
principal and interest payable and paid to such Lender from time to time under
this Agreement.

            (c) Each of the Administrative Agents shall maintain accounts in
which it shall record (i) the amount of each U.S. Loan (in the case of the U.S.
Administrative Agent) and Canadian Loan (in the case of the Canadian
Administrative Agent) made hereunder, the Type thereof and the Interest Period
applicable thereto, (ii) the amount of any principal or interest due and payable
or to become due and payable from each Borrower to each relevant Lender
hereunder and (iii) the amount of any sum received by such Administrative Agent
hereunder for the account of the respective Lenders and each respective Lender's
share thereof.

            (d) The entries made in the accounts maintained pursuant to
paragraph (b) or (c) of this Section shall be prima facie evidence of the
existence and amounts of the obligations recorded therein; provided that the
failure of any Lender or either Administrative Agent to maintain such accounts
or any error therein shall not in any manner affect the obligation of any
Borrower to repay its Loans in accordance with the terms of this Agreement.

            (e) Any Lender may request that Loans made by it to any Borrower or
Borrowers be evidenced by a promissory note. In such event, each of the
applicable Borrowers shall prepare, execute and deliver to such Lender a
promissory note payable to the order of such Lender (or, if requested by such
Lender, to such Lender and its registered assigns) and in a form approved by the
applicable Administrative Agent. Thereafter, the Loans evidenced by such
promissory note and interest thereon shall at all times (including after
assignment pursuant to Section 9.04) be represented by one or more promissory
notes in such form payable to the order of the payee named therein (or, if such
promissory note is a registered note, to such payee and its registered assigns).

            SECTION 2.10. Prepayment of Loans. (a) Each U.S. Borrower shall have
the right at any time and from time to time to prepay any U.S. Borrowing, and
the Canadian Borrower shall have the right at any time and from time to time to
prepay any Canadian Borrowing, in whole or in part, subject to the requirements
of this Section and the payment of any amounts required under Section 2.15.



<PAGE>


            (b) In the event and on such occasion that the total U.S. Exposure
exceeds the U.S. Borrowing Base then in effect minus the excess, if any, of (A)
the total Canadian Exposure minus (B) the Canadian Borrowings Base then in
effect, each of the U.S. Borrowers shall promptly prepay its Borrowings (or, if
no such Borrowings are outstanding, deposit cash collateral in an account with
the U.S. Administrative Agent pursuant to Section 2.05(j)) in an aggregate
amount equal to such excess. In the event and on such occasion that total
Canadian Exposure exceeds the Canadian Borrowing Base then in effect plus the
excess, if any, of (A) the U.S. Borrowing Base then in effect minus (B) the
total U.S. Exposure, the Canadian Borrower shall promptly prepay its Borrowings
(or, if no such Borrowings are outstanding, deposit cash collateral in an
account with the applicable Administrative Agent pursuant to Section 2.05(j)) in
an aggregate amount equal to such excess.

            (c) In the event and on each occasion that any Net Proceeds are
received by or on behalf of any U.S. Loan Party or any Canadian Loan Party in
respect of any Prepayment Event, such U.S. Loan Party or Canadian Loan Party
shall, within five Business Days after such Net Proceeds are received, prepay
U.S. Borrowings or Canadian Borrowings, respectively, as applicable, in an
aggregate amount equal to such Net Proceeds (or, if less, the aggregate
principal amount of outstanding Loans of the applicable Class).

            (d) In addition to the other prepayments required hereunder, the
Borrowers shall repay Loans as required by Section 2.20.



<PAGE>


            (e) Prior to any optional or mandatory prepayment of Borrowings
hereunder, the applicable Borrower or Borrowers shall select the Borrowing or
Borrowings to be prepaid and shall specify such selection in the notice of such
prepayment pursuant to Section 2.10(f). Notwithstanding the foregoing provisions
of this Section 2.10, if at any time any Borrower is required to make a
prepayment under this Section 2.10 and such Borrower would incur breakage costs
under Section 2.15 as a result of Eurodollar Loans being prepaid other than on
the last day of an Interest Period applicable thereto (the "Affected Eurodollar
Loans"), and provided that no Default has occurred and is continuing at the
time, then such Borrower may in its sole discretion initially deposit a portion
(up to 100%) of the amounts that otherwise would have been paid in respect of
the Affected Eurodollar Loans with the applicable Administrative Agent (which
deposit must be equal in amount to the amount of the Affected Eurodollar Loans
not immediately prepaid) to be held as security for such obligations of the
Borrower hereunder pursuant to a cash collateral agreement to be entered into in
form and substance reasonably satisfactory to such Administrative Agent and
shall provide for investments in Permitted Investments satisfactory to such
Administrative Agent and such Borrower, with such cash collateral to be directly
applied upon the first occurrence (or occurrences) thereafter of the last day of
an Interest Period applicable to the relevant Loans that are Eurodollar Loans
(or such earlier date or dates as shall be requested by such Borrower), to repay
an aggregate principal amount of such Loans equal to the Affected Eurodollar
Loans not initially prepaid pursuant to this sentence. Notwithstanding anything
to the contrary contained in the immediately preceding sentence, all amounts
deposited as cash collateral pursuant to the immediately preceding sentence
shall be held for the sole benefit of the Lenders whose Loans would otherwise
have been immediately prepaid with the amounts deposited and may be applied to
the prepayment of such Loans immediately if an Event of Default has occurred and
is continuing.

            (f) The Company or the Canadian Borrower shall notify the applicable
Administrative Agent by telephone (confirmed by telecopy) of any prepayment
hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later
than 11:00 a.m., New York City time, three Business Days before the date of
prepayment, (ii) in the case of prepayment of an ABR Borrowing, not later than
11:00 a.m., New York City time, one Business Day before the date of prepayment
or (iii) in the case of prepayment of a Canadian Prime Borrowing, not later than
11:00 a.m., Toronto time, on the date of prepayment. Each such notice shall be
irrevocable and shall specify the prepayment date, the principal amount of each
Borrowing or portion thereof to be prepaid and, in the case of a mandatory
prepayment, a reasonably detailed calculation of the amount of such prepayment;
provided that, if a notice of optional prepayment is given in connection with a
conditional notice of termination of the Commitments as contemplated by Section
2.08(f), then such notice of prepayment may be revoked if such notice of
termination is revoked in accordance with Section 2.08(f). Promptly following
receipt of any such notice, the applicable Administrative Agent shall advise the
relevant Lenders of the contents thereof. Each partial prepayment of any
Borrowing shall be in an amount that would be permitted in the case of an
advance of a Borrowing of the same Type as provided in Section 2.02, except as
necessary to apply fully the required amount of a mandatory prepayment. Each
prepayment of a Borrowing shall be applied ratably to the Loans included in the
prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the
extent required by Section 2.12.



<PAGE>


            SECTION 2.11. Fees. (a) The Company agrees to pay to the U.S.
Administrative Agent for the account of each U.S. Lender, and the Canadian
Borrower agrees to pay to the Canadian Administrative Agent for the account of
each Canadian Lender, a commitment fee, which shall accrue at the rate of 0.50%
per annum on the average daily unused amount of each Commitment of each such
Lender during the period from and including the Effective Date to but excluding
the date on which such Commitment terminates. Accrued commitment fees shall be
payable in arrears on the last day of March, June, September and December of
each year and on the date on which the Commitments terminate, commencing on the
first such date to occur after the date hereof. All commitment fees in respect
of U.S. Commitments shall be payable in U.S. Dollars and shall be computed on
the basis of the actual number of days elapsed (including the first day but
excluding the last day) in a year of 360 days. All commitment fees in respect of
Canadian Commitments shall be computed on the basis of the actual number of days
elapsed (including the first day but excluding the last day) in a year of 365
days or 366 days, as the case may be, and, after being computed in U.S. Dollars,
shall be payable in Canadian Dollars in an amount equal to the Canadian Dollar
Equivalent of the U.S. Dollar amount so computed. For purposes of computing
commitment fees, a Commitment of a Lender shall be deemed to be used to the
extent of the U.S. Exposure or Canadian Exposure (as applicable).



<PAGE>


            (b) Each of the Borrowers agrees to pay (i) to the U.S.
Administrative Agent for the account of each U.S. Lender, and to the Canadian
Administrative Agent for the account of each Canadian Lender, a participation
fee with respect to its participations in Letters of Credit, which shall accrue
at a rate equal to the Applicable Rate for Eurodollar Revolving Loans on the
average daily amount of such Lender's L/C Exposure (excluding any portion
thereof attributable to unreimbursed L/C Disbursements) during the period from
and including the Effective Date to but excluding the later of the Maturity Date
and the date on which such Lender ceases to have any L/C Exposure, and (ii) to
each of the U.S. Issuing Bank and the Canadian Issuing Bank a fronting fee,
which shall accrue at the rate or rates per annum separately agreed upon between
the Company, the Canadian Borrower and the Issuing Banks on the average daily
amount of the total U.S. L/C Exposure and total Canadian L/C Exposure (excluding
any portion thereof attributable to unreimbursed L/C Disbursements) during the
period from and including the Effective Date to but excluding the later of the
Maturity Date and the date on which there ceases to be any L/C Exposure, as well
as each Issuing Bank's standard fees with respect to the issuance, amendment,
renewal or extension of any Letter of Credit or processing of drawings
thereunder. Participation fees and fronting fees accrued through and including
the last day of March, June, September and December of each year shall be
payable on the third Business Day following such last day, commencing on the
first such date to occur after the Effective Date; provided that all such fees
shall be payable on the date on which the Commitments terminate and any such
fees accruing after the date on which the Commitments terminate shall be payable
on demand. Any other fees payable to any Issuing Bank pursuant to this paragraph
shall be payable within 10 days after demand. All participation fees and
fronting fees shall be computed on the basis of a year of 360 days (or, in the
case of participation fees and fronting fees payable to Canadian Lenders, 365
days or 366 days, as the case may be) and shall be payable for the actual number
of days elapsed (including the first day but excluding the last day).

            (c) The Company agrees to pay to the U.S. Administrative Agent, for
its own account, fees payable in the amounts and at the times separately agreed
upon between the Company and the U.S. Administrative Agent.

            (d) The Canadian Borrower agrees to pay to each Canadian Lender a
fee (the "Acceptance Fee") in advance, at a rate per annum equal to the
Applicable Rate, on the date of acceptance of each Acceptance. All Acceptance
Fees shall be calculated on the face amount of the Acceptance issued and
computed on the basis of the actual number of days in the term thereof and a
year of 365 days. The Acceptance Fee shall be in addition to any other fees
payable to each Canadian Lender in connection with the issuance or discounting
of such Acceptance. The discount rate for Acceptance Fees shall be calculated
under terms customary to the practice of the Canadian Lenders and shall be based
upon a year of 365 days and the term of such Acceptance.

            (e) All fees payable hereunder shall be paid on the dates due, in
immediately available funds, to the applicable Administrative Agent (or to the
applicable Issuing Bank, in the case of fees payable to it) for distribution, in
the case of commitment fees and participation fees, to the Lenders entitled
thereto. Fees paid shall not be refundable under any circumstances.

            SECTION 2.12.  Interest.  (a)  The Loans comprising each ABR
Borrowing shall
bear interest at the Alternate Base Rate plus the Applicable Rate.

            (b) The Loans comprising each Eurodollar Borrowing shall bear
interest at the Adjusted LIBO Rate for the Interest Period in effect for such
Borrowing plus the Applicable Rate.

            (c) The Loans comprising each Canadian Prime Borrowing shall bear
interest at the Canadian Prime Rate plus the Applicable Rate.



<PAGE>


            (d) Notwithstanding the foregoing, if any principal of or interest
on any Loan or any fee or other amount payable by any Borrower hereunder is not
paid when due, whether at stated maturity, upon acceleration or otherwise, such
overdue amount shall bear interest, after as well as before judgment, at a rate
per annum equal to (i) in the case of overdue principal of any Loan, 2% plus the
rate otherwise applicable to such Loan as provided in the preceding paragraphs
of this Section, (ii) in the case of any other amounts payable in U.S. Dollars,
2% plus the rate applicable to ABR Loans as provided in paragraph (a) of this
Section and (iii) in the case of any other amounts payable in Canadian Dollars,
2% plus the rate applicable to the Canadian Prime Loans as provided in paragraph
(c) of this Section.

            (e) Accrued interest on each Loan shall be payable in arrears on
each Interest Payment Date for such Loan and upon termination of the
Commitments; provided that (i) interest accrued pursuant to paragraph (d) of
this Section shall be payable on demand, (ii) in the event of any repayment or
prepayment of any Loan (other than a prepayment of an ABR Loan prior to the end
of the Availability Period), accrued interest on the principal amount repaid or
prepaid shall be payable on the date of such repayment or prepayment and (iii)
in the event of any conversion of any Eurodollar Loan prior to the end of the
current Interest Period therefor, accrued interest on such Loan shall be payable
on the effective date of such conversion.

            (f) All interest hereunder shall be computed on the basis of a year
of 360 days, except that interest computed by reference to the Alternate Base
Rate at times when the Alternate Base Rate is based on the Prime Rate and
interest computed by reference to the Canadian Prime Rate shall be computed on
the basis of a year of 365 days (or 366 days in a leap year), and in each case
shall be payable for the actual number of days elapsed (including the first day
but excluding the last day). The applicable Alternate Base Rate, Adjusted LIBO
Rate or Canadian Prime Rate shall be determined by an Administrative Agent, and
such determination shall be conclusive absent manifest error.

            (g) With respect to Canadian Loans and fees relating thereto, unless
otherwise stated herein, wherever reference is made to a rate of interest "per
annum" or a similar expression, such interest shall be calculated on the basis
of a calendar year of 365 days or 366 days, as the case may be, and using the
nominal rate method of calculation, and shall not be calculated using the
effective rate method of calculation or on any other basis that gives effect to
the principle of deemed reinvestment of interest.



<PAGE>


            (h) For the purposes of the Interest Act (Canada) and disclosure
thereunder, whenever interest to be paid with respect to Canadian Loans or fees
relating thereto is to be calculated on the basis of a year of 360 days or any
other period of time that is less than a calendar year, the yearly rate of
interest to which the rate determined pursuant to such calculation is equivalent
is the rate so determined multiplied by the actual number of days in the
calendar year in which the same is to be ascertained and divided by either 360
or such other period of time, as the case may be.

            SECTION 2.13.  Alternate Rate of Interest.  If prior to the
commencement of any
Interest Period for a Eurodollar Borrowing:

            (a) the applicable Administrative Agent determines (which
      determination shall be conclusive absent manifest error) that adequate and
      reasonable means do not exist for ascertaining the Adjusted LIBO Rate for
      such Interest Period; or

            (b) such Administrative Agent is advised by a majority in interest
      of the Lenders of the applicable Class that the Adjusted LIBO Rate for
      such Interest Period will not adequately and fairly reflect the cost to
      such Lenders of making or maintaining their Loans included in such
      Borrowing for such Interest Period;

then such Administrative Agent shall give notice thereof to the Company, the
Canadian Borrower and the Lenders by telephone or telecopy as promptly as
practicable thereafter and, until the Administrative Agents thereafter notify
the Company, the Canadian Borrower and the Lenders that the circumstances giving
rise to such notice no longer exist, (i) any Interest Election Request that
requests the conversion of any Borrowing to, or continuation of any Borrowing
as, a Eurodollar Borrowing of the applicable Class shall be ineffective and (ii)
if any Borrowing Request requests a Eurodollar Borrowing of the applicable
Class, such Borrowing shall be made as an ABR Borrowing.

            SECTION 2.14.  Increased Costs.  (a)  If any Change in Law shall:

            (i) impose, modify or deem applicable any reserve, special deposit
      or similar requirement against assets of, deposits with or for the account
      of, or credit extended by, any Lender (except any such reserve requirement
      reflected in the Adjusted LIBO Rate) or any Issuing Bank; or



<PAGE>


            (ii) impose on any Lender or any Issuing Bank or the London
      interbank market any other condition affecting this Agreement, any Loans
      made by such Lender, the acceptance and purchase or sale of any Acceptance
      or any Letter of Credit or participation therein;

and the result of any of the foregoing shall be to increase the cost to such
Lender of making or maintaining any Loan, the acceptance and purchase or sale of
any Acceptance (or of maintaining its obligation to make any such Loan or to
purchase or sell any such Acceptance) or to increase the cost to such Lender or
Issuing Bank of participating in, issuing or maintaining any Letter of Credit or
to reduce the amount of any sum received or receivable by such Lender or Issuing
Bank hereunder (whether of principal, interest or otherwise), then the Company
(if such Lender or Issuing Bank is a U.S. Lender or U.S. issuing Bank) or the
Canadian Borrower (if such Lender or Issuing Bank is a Canadian Lender or
Canadian Issuing Bank) will pay to such Lender or Issuing Bank, as the case may
be, such additional amount or amounts as will compensate such Lender or Issuing
Bank, as the case may be, for such additional costs incurred or reduction
suffered.

            (b) If any Lender or any Issuing Bank determines that any Change in
Law regarding capital requirements has or would have the effect of reducing the
rate of return on such Lender's or Issuing Bank's capital or on the capital of
such Lender's or Issuing Bank's holding company, if any, as a consequence of
this Agreement or the Loans made by, or participations in Letters of Credit held
by, such Lender, or the Letters of Credit issued by such Issuing Bank, to a
level below that which such Lender or such Issuing Bank or such Lender's or
Issuing Bank's holding company could have achieved but for such Change in Law
(taking into consideration such Lender's or Issuing Bank's policies and the
policies of such Lender's or Issuing Bank's holding company with respect to
capital adequacy), then from time to time the Company (if such Lender or Issuing
Bank is a U.S. Lender or U.S. Issuing Bank) or the Canadian Borrower (if such
Lender or Issuing Bank is a Canadian Lender or Canadian Issuing Bank) will pay
to such Lender or Issuing Bank, as the case may be, such additional amount or
amounts as will compensate such Lender or Issuing Bank or such Lender's or the
Issuing Bank's holding company for any such reduction suffered.



<PAGE>


            (c) A certificate of a Lender or any Issuing Bank setting forth the
amount or amounts necessary to compensate such Lender or Issuing Bank or its
holding company, as the case may be, as specified in paragraph (a) or (b) of
this Section shall be delivered to the Company or the Canadian Borrower (as
applicable) and shall be conclusive absent manifest error. The Company or the
Canadian Borrower (as applicable) shall pay such Lender or Issuing Bank, as the
case may be, the amount shown as due on any such certificate within 10 days
after receipt thereof.

            (d) Failure or delay on the part of any Lender or the Issuing Bank
to demand compensation pursuant to this Section shall not constitute a waiver of
such Lender's or the Issuing Bank's right to demand such compensation; provided
that neither the Company nor the Canadian Borrower shall be required to
compensate a Lender or Issuing Bank pursuant to this Section for any increased
costs or reductions incurred more than 180 days prior to the date that such
Lender or the Issuing Bank, as the case may be, notifies the Company or the
Canadian Borrower (as applicable) of the Change in Law giving rise to such
increased costs or reductions and of such Lender's or the Issuing Bank's
intention to claim compensation therefor; provided further that, if the Change
in Law giving rise to such increased costs or reductions is retroactive, then
the 180-day period referred to above shall be extended to include the period of
retroactive effect thereof.



<PAGE>


            SECTION 2.15. Break Funding Payments. In the event of (a) the
payment of any principal of any Eurodollar Loan other than on the last day of an
Interest Period applicable thereto (including as a result of an Event of
Default), (b) the conversion of any Eurodollar Loan other than on the last day
of the Interest Period applicable thereto, (c) the failure to borrow, convert,
continue or prepay any Loan on the date specified in any notice delivered
pursuant hereto (regardless of whether such notice may be revoked under Section
2.10(f) and is revoked in accordance therewith), or (d) the assignment of any
Eurodollar Loan other than on the last day of the Interest Period applicable
thereto as a result of a request by a Borrower pursuant to Section 2.18, then,
in any such event, such Borrower shall compensate each Lender for the loss, cost
and expense attributable to such event. In the case of a Eurodollar Loan, such
loss, cost or expense to any Lender shall be deemed to include an amount
determined by such Lender to be the excess, if any, of (i) the amount of
interest which would have accrued on the principal amount of such Loan had such
event not occurred, at the Adjusted LIBO Rate that would have been applicable to
such Loan, for the period from the date of such event to the last day of the
then current Interest Period therefor (or, in the case of a failure to borrow,
convert or continue, for the period that would have been the Interest Period for
such Loan), over (ii) the amount of interest which would accrue on such
principal amount for such period at the interest rate which such Lender would
bid were it to bid, at the commencement of such period, for dollar deposits of a
comparable amount and period from other banks in the eurodollar market. A
certificate of any Lender setting forth any amount or amounts that such Lender
is entitled to receive pursuant to this Section shall be delivered to the
relevant Borrower and shall be conclusive absent manifest error. The relevant
Borrower shall pay such Lender the amount shown as due on any such certificate
within 10 days after receipt thereof.

            SECTION 2.16. Taxes. (a) Any and all payments by or on account of
any obligation of any Borrower hereunder or under any other Loan Document shall
be made free and clear of and without deduction for any Indemnified Taxes or
Other Taxes; provided that if such Borrower shall be required to deduct any
Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable
shall be increased as necessary so that after making all required deductions
(including deductions applicable to additional sums payable under this Section),
the applicable Administrative Agent, Lender or Issuing Bank (as the case may be)
receives an amount equal to the sum it would have received had no such
deductions been made, (ii) such Borrower shall make such deductions and (iii)
such Borrower shall pay the full amount deducted to the relevant Governmental
Authority in accordance with applicable law. If any Indemnified Taxes are
required to be deducted in respect of any payment made to a Lender as a result
of the application of Section 2.21 (including any payment made by a Lender to
another Lender in respect of that Lender's participating interest pursuant to
Section 2.21(b)), the applicable U.S. Borrower (in the case of Indemnified Taxes
required to be deducted by the United States or any political subdivision
thereof) or the Canadian Borrower (in the case of Indemnified Taxes required to
be deducted by Canada or any political subdivision thereof) shall pay an
additional amount so that after making all the required deductions, including
deductions applicable to additional amounts required under this Section 2.16(a),
such Lender shall receive an amount equal to the sum it would have received had
no such deductions been made.

            (b) In addition, each of the Borrowers shall pay any Other Taxes to
the relevant Governmental Authority in accordance with applicable law.



<PAGE>


            (c) Each of the Borrowers shall indemnify each Administrative Agent,
each Lender and each Issuing Bank, within 10 days after written demand therefor,
for the full amount of any Indemnified Taxes or Other Taxes paid by such
Administrative Agent, Lender or Issuing Bank, as the case may be, on or with
respect to any payment by or on account of any obligation of such Borrower
hereunder or under any other Loan Document (including Indemnified Taxes or Other
Taxes imposed or asserted on or attributable to amounts payable under this
Section) and any penalties, interest and reasonable expenses arising therefrom
or with respect thereto, whether or not such Indemnified Taxes or Other Taxes
were correctly or legally imposed or asserted by the relevant Governmental
Authority. A certificate as to the amount of such payment or liability delivered
to a Borrower by a Lender or Issuing Bank, or by the applicable Administrative
Agent on its own behalf or on behalf of a Lender or Issuing Bank, shall be
conclusive absent manifest error.

            (d) As soon as practicable after any payment of Indemnified Taxes or
Other Taxes by any Borrower to a Governmental Authority, such Borrower shall
deliver to the applicable Administrative Agent the original or a certified copy
of a receipt issued by such Governmental Authority evidencing such payment, a
copy of the return reporting such payment or other evidence of such payment
reasonably satisfactory to such Administrative Agent.

            (e) Any Lender that is entitled to an exemption from or reduction of
withholding tax under the law of the jurisdiction in which the relevant Borrower
is located, or any treaty to which such jurisdiction is a party, with respect to
payments under this Agreement shall deliver to such Borrower (with a copy to the
applicable Administrative Agent), at the time or times prescribed by applicable
law, such properly completed and executed documentation prescribed by applicable
law or reasonably requested by such Borrower as will permit such payments to be
made without withholding or at a reduced rate, provided that such Lender has
received written notice from such Borrower advising it of the availability of
such exemption or reduction and supplying all applicable documentation.



<PAGE>


            (f) If an Administrative Agent, Lender or Issuing Bank becomes aware
that it is entitled to claim a refund from a Governmental Authority in respect
of Indemnified Taxes or Other Taxes as to which it has been indemnified by a
Borrower, or with respect to which a Borrower has paid additional amounts
pursuant to this Section 2.16, it shall promptly notify such Borrower of the
availability of such refund claim and shall, within 30 days after receipt of a
request by such Borrower, make a claim to such Governmental Authority for such
refund at such Borrower's expense. If an Administrative Agent, Lender or Issuing
Bank receives a refund (including pursuant to a claim for a refund made pursuant
to the preceding sentence) in respect of Indemnified Taxes or Other Taxes as to
which it has been indemnified by a Borrower in which such Borrower has paid
additional amounts pursuant to this Section 2.16, it shall within 30 days from
the date of such receipt pay over such refund to such Borrower (but only to the
extent of indemnity payments made, or additional amounts paid, by such Borrower
under this Section 2.16 with respect to Indemnified Taxes or Other Taxes giving
rise to such refund), net of all out of pocket expenses of such Administrative
Agent, Lender or Issuing Bank and without interest (other than interest paid by
the relevant Governmental Authority with respect to such refund); provided,
however, that such Borrower, upon the request of the Administrative Agents,
Lender or Issuing Bank, agrees to repay the amount paid over to such Borrower
(plus penalties, interest and other charges, including the reasonable fees and
expenses of the Administrative Agents and Collateral Agents) to such
Administrative Agent, Lender or Issuing Bank if such Administrative Agent,
Lender or Issuing Bank is required to repay such refund to such Governmental
Authority.

            (g) Without prejudice to the survival of any other agreement
contained herein, the agreements and obligations contained in this Section 2.16
shall survive the payment in full of the principal of and interest on all Loans,
Acceptance Obligations and L/C Disbursements made hereunder.

            (h) Each Non-U.S. Lender shall deliver to the Company two copies of
either U.S. Internal Revenue Service Form W-8BEN or Form W-8ECI, or any
subsequent versions thereof or successors thereto, properly completed and duly
executed by such Non-U.S. Lender claiming complete exemption from, or reduced
rate of, U.S. Federal withholding tax on payments by the Company under this
Agreement. Such forms shall be delivered by each Non-U.S. Lender on or before
the date it becomes a party to this Agreement and on or before the date, if any,
such Non-U.S. Lender changes its applicable lending office by designating a
different lending office. In addition, each Non-U.S. Lender shall deliver such
forms promptly upon the obsolescence or invalidity of any form previously
delivered by such Non-U.S. Lender. Notwithstanding any other provision of this
Section 2.16(h), a Non-U.S. Lender shall not be required to deliver any form
pursuant to this Section 2.16(h) that such Non-U.S. Lender is not legally able
to deliver.

            (i) Nothing contained in this Section 2.16 shall require any
Administrative Agent, Lender or Issuing Bank to make available any of its tax
returns (or any other information that it deems, in its sole discretion, to be
confidential or proprietary).



<PAGE>


            SECTION 2.17. Payments Generally; Pro Rata Treatment; Sharing of
Setoffs. (a) Each Borrower shall make each payment required to be made by it
hereunder or under any other Loan Document (whether of principal, interest,
fees, reimbursement of L/C Disbursements, or of amounts payable under Section
2.14, 2.15 or 2.16, or otherwise) prior to the time expressly required hereunder
or under such other Loan Document for such payment (or, if no such time is
expressly required, prior to 12:00 noon, New York City time in case of payments
to be made to the U.S. Administrative Agent, the U.S. Issuing Bank or any U.S.
Lender, or 12:00 noon, Toronto time, in case of payments to be made to the
Canadian Administrative Agent, the Canadian Issuing Bank or any Canadian
Lender), on the date when due, in immediately available funds, without set-off
or counterclaim. Any amounts received after such time on any date may, in the
discretion of the Administrative Agents, be deemed to have been received on the
next succeeding Business Day for purposes of calculating interest thereon. All
such payments shall be made to the U.S. Administrative Agent (in the case of
payments for the account of the U.S. Administrative Agent, the U.S. Issuing Bank
or any U.S. Lender) at its offices at 270 Park Avenue, New York, New York, or to
the Canadian Administrative Agent (in the case of payments for the account of
the Canadian Administrative Agent, the Canadian Issuing Bank or any Canadian
Lender) at One First Canadian Place, 100 King Street West, Suite 6900, Toronto
M5X 1A4, except payments to be made directly to the Issuing Banks as expressly
provided herein and except that payments pursuant to Sections 2.14, 2.15, 2.16
and 9.03 shall be made directly to the Persons entitled thereto and payments
pursuant to other Loan Documents shall be made to the Persons specified therein.
Each Administrative Agent and Collateral Agent shall distribute any such
payments received by it for the account of any other Person to the appropriate
recipient promptly following receipt thereof. If any payment under any Loan
Document shall be due on a day that is not a Business Day, the date for payment
shall be extended to the next succeeding Business Day, and, in the case of any
payment accruing interest, interest thereon shall be payable for the period of
such extension. All payments under each Loan Document shall be made in U.S.
Dollars; provided that payments of principal of and interest on Canadian Prime
Loans, L/C Disbursements denominated in Canadian Dollars and Acceptance
Obligations, and payments of Acceptance Fees, commitment fees in respect of
Canadian Commitments, fees in respect of Canadian Letters of Credit denominated
in Canadian Dollars and (to the extent invoiced or otherwise claimed in Canadian
Dollars) indemnification and expense reimbursement obligations, shall in each
case be payable in Canadian Dollars.



<PAGE>


            (b) If at any time insufficient funds are received by and available
to the applicable Administrative Agent to pay fully all amounts of principal,
unreimbursed L/C Disbursements, interest and fees then due hereunder in respect
of Obligations of either Class, then such funds shall be applied (i) first,
towards payment of interest and fees then due hereunder in respect of
Obligations of the applicable Class, ratably among the parties entitled thereto
in accordance with the amounts of interest and fees then due to such parties,
and (ii) second, towards payment of principal and unreimbursed L/C Disbursements
then due hereunder in respect of Obligations of the applicable Class, ratably
among the parties entitled thereto in accordance with the amounts of principal
and unreimbursed L/C Disbursements then due to such parties in respect of
Obligations of the applicable Class.

            (c) If any Lender shall, by exercising any right of set-off or
counterclaim or otherwise, obtain payment in respect of any principal of or
interest on any of its Loans or participations in L/C Disbursements or
Acceptance Obligations resulting in such Lender receiving payment of a greater
proportion of the aggregate amount of its Loans and participations in L/C
Disbursements and Acceptance Obligations and accrued interest thereon than the
proportion received by any other Lender, then the Lender receiving such greater
proportion shall purchase (for cash at face value) participations in the Loans
and participations in L/C Disbursements and Acceptance Obligations of other
Lenders to the extent necessary so that the benefit of all such payments shall
be shared by the Lenders ratably in accordance with the aggregate amount of
principal of and accrued interest on their respective Loans and participations
in L/C Disbursements and Acceptance Obligations; provided that (i) if any such
participations are purchased and all or any portion of the payment giving rise
thereto is recovered, such participations shall be rescinded and the purchase
price restored to the extent of such recovery, without interest, and (ii) the
provisions of this paragraph shall not be construed to apply to any payment made
by any Borrower pursuant to and in accordance with the express terms of this
Agreement or any payment obtained by a Lender as consideration for the
assignment of or sale of a participation in any of its Loans or participations
in L/C Disbursements or Acceptance Obligations to any assignee or participant,
other than to a Borrower or any Subsidiary or Affiliate thereof (as to which the
provisions of this paragraph shall apply). Each Borrower consents to the
foregoing and agrees, to the extent it may effectively do so under applicable
law, that any Lender acquiring a participation pursuant to the foregoing
arrangements may exercise against any Borrower rights of set-off and
counterclaim with respect to such participation as fully as if such Lender were
a direct creditor of such Borrower in the amount of such participation.



<PAGE>


            (d) Unless the relevant Administrative Agent shall have received
notice from the relevant Borrower prior to the date on which any payment by such
Borrower is due to such Administrative Agent for the account of any of the
Lenders or Issuing Banks hereunder that such Borrower will not make such
payment, such Administrative Agent may assume that such Borrower has made such
payment on such date in accordance herewith and may, in reliance upon such
assumption, distribute to the applicable Lenders or the applicable Issuing Bank,
as the case may be, the amount due. In such event, if such Borrower has not in
fact made such payment, then each of such Lenders or such Issuing Bank, as the
case may be, severally agrees to repay to such Administrative Agent forthwith on
demand the amount so distributed to such Lender or Issuing Bank with interest
thereon, for each day from and including the date such amount is distributed to
it to but excluding the date of payment to such Administrative Agent, at the
greater of the Federal Funds Effective Rate (or, in the case of amounts payable
in Canadian Dollars, the Canadian Prime Rate) and a rate determined by such
Administrative Agent in accordance with banking industry rules on interbank
compensation.

            (e) If any Lender shall fail to make any payment required to be made
by it pursuant to Sections 2.05(d) or (e), 2.06(b), 2.17(d) or 9.03(c), then the
applicable Administrative Agent may, in its discretion (notwithstanding any
contrary provision hereof), apply any amounts thereafter received by such
Administrative Agent for the account of such Lender to satisfy such Lender's
obligations under such Sections until all such unsatisfied obligations are fully
paid.

            SECTION 2.18. Mitigation Obligations; Replacement of Lenders. (a) If
any Lender requests compensation under Section 2.14, or if a Borrower is
required to pay any additional amount to any Lender or any Governmental
Authority for the account of any Lender pursuant to Section 2.16, then such
Lender shall use reasonable efforts to designate a different lending office for
funding or booking its Loans hereunder or to assign its rights and obligations
hereunder to another of its offices, branches or affiliates, if, in the judgment
of such Lender, such designation or assignment (i) would eliminate or reduce
amounts payable pursuant to Section 2.14 or 2.16, as the case may be, in the
future and (ii) would not subject such Lender to any unreimbursed cost or
expense and would not otherwise be disadvantageous to such Lender. Each of the
Borrowers hereby agrees to pay all reasonable costs and expenses incurred by any
Lender in connection with any such designation or assignment.



<PAGE>


            (b) If any Lender requests compensation under Section 2.14, or if a
Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 2.16,
or if any Lender defaults in its obligation to fund Loans hereunder, then the
Company may, at its sole expense and effort, upon notice to such Lender and the
Administrative Agents, require such Lender to assign and delegate, without
recourse (in accordance with and subject to the restrictions contained in
Section 9.04), all its interests, rights and obligations under this Agreement to
an assignee that shall assume such obligations (which assignee may be another
Lender, if a Lender accepts such assignment); provided that (i) the Company
shall have received the prior written consent of the Administrative Agents and
the Issuing Banks, which consents shall not unreasonably be withheld, (ii) such
Lender shall have received payment of an amount equal to the outstanding
principal of its Loans and participations in L/C Disbursements and Acceptance
Obligations, accrued interest thereon, accrued fees and all other amounts
payable to it hereunder, from the assignee (to the extent of such outstanding
principal and accrued interest and fees) or the relevant Borrowers (in the case
of all other amounts) and (iii) in the case of any such assignment resulting
from a claim for compensation under Section 2.14 or payments required to be made
pursuant to Section 2.16, such assignment will result in a material reduction in
such compensation or payments. A Lender shall not be required to make any such
assignment and delegation if, prior thereto, as a result of a waiver by such
Lender or otherwise, the circumstances entitling the Company to require such
assignment and delegation cease to apply.

            SECTION 2.19. Money of Account, etc. This is an international loan
transaction in which the specification of U.S. Dollars or Canadian Dollars is of
the essence, and U.S. Dollars or Canadian Dollars, as specified herein, shall be
the currency of account and of payment in all events. The payment obligations of
the Borrowers and the other Loan Parties shall not be discharged by an amount
paid in another currency, whether pursuant to a judgment or otherwise, to the
extent that the amount so paid on prompt conversion to U.S. Dollars or, as the
case may be, Canadian Dollars under normal banking procedures shall not yield
the amount of U.S. Dollars or Canadian Dollars, as the case may be, due
hereunder. In the event that any payment made in a currency other than U.S.
Dollars or Canadian Dollars, as the case may be, whether pursuant to a judgment
or otherwise, upon conversion shall not yield such amount of U.S. Dollars or
Canadian Dollars, the applicable Lenders shall be entitled to demand immediate
payment of, and shall have a separate cause of action for, the U.S. Dollar or
Canadian Dollar deficiency.



<PAGE>


            SECTION 2.20. Currency Fluctuations, etc. (a) Not later than 1:00
p.m., New York City time, on each Calculation Date, the U.S. Administrative
Agent shall determine the Exchange Rate as of such Calculation Date. Except as
otherwise provided in Section 2.08 and Section 2.21, the Exchange Rate so
determined shall become effective on the first U.S. Business Day immediately
following the relevant Calculation Date (a "Reset Date") and shall remain
effective until the next succeeding Reset Date.

            (b) Not later than 5:00 p.m., New York City time, on each Reset
Date, the U.S. Administrative Agent shall consult with the Canadian
Administrative Agent and the Administrative Agents shall determine the total
Canadian Exposure (both in U.S. Dollars and in Canadian Dollars) and the total
U.S. Exposure.

            (c) If, on any Reset Date, the total Canadian Exposure exceeds the
total Canadian Commitments, then (i) the Canadian Administrative Agent shall
give notice thereof to the Canadian Borrower and the Canadian Lenders and (ii)
within two Canadian Business Days thereafter, the Canadian Borrower shall repay
or prepay Canadian Loans in accordance with this Agreement in an aggregate
principal amount such that, after giving effect thereto, the total Canadian
Exposure (expressed in Canadian Dollars) shall not exceed the total Canadian
Commitments.

            (d) To the extent the repayments and prepayments referenced in
paragraph (c) do not result in a total Canadian Exposure (expressed in Canadian
Dollars) that is less than or equal to the total Canadian Commitments, then the
Borrowers shall provide cash collateral in accordance with Section 2.05(j) to
the extent required to obtain such result.



<PAGE>


            SECTION 2.21. Consolidation of Credit Facilities. (a)
Notwithstanding noncompliance with the conditions precedent set forth in Article
IV, if (i) an Event of Default pursuant to clause (h), (i) or (j) of Article VII
shall have occurred, (ii) the Commitments shall have been terminated and/or the
Loans shall have been declared immediately due and payable pursuant to Article
VII, or (iii) the Consolidated Tangible Net Worth of the Canadian Borrower shall
be less than Cdn.$4,000,000 and, in the case of this clause (iii), a majority in
interest of the Canadian Lenders (determined based upon their respective
Canadian Commitments) shall have given notice thereof to the Administrative
Agents requesting that this Section 2.21 apply, then, at 10:00 A.M., New York
City time, on the second U.S. Business Day (the "Consolidation Date")
immediately succeeding (A) the date on which such Event of Default occurs (in
the case of clause (i) above), (B) the date on which such termination and/or
declaration occurs (in the case of clause (ii) above), or (C) the date on which
such notice is received by the Administrative Agents (in the case of clause
(iii) above), subject to Section 2.21(b), the following shall occur:

            (1) the Company, in its capacity as a Guarantor, shall repay all
      outstanding Canadian Loans and all unreimbursed L/C Disbursements under
      Canadian Letters of Credit, provide the cash collateral contemplated in
      Section 2.05(j) in respect of the face amount of all outstanding
      Acceptances and pay all accrued fees payable by the Canadian Borrower and
      shall cause the U.S. Borrowers to repay all outstanding U.S. Loans and all
      unreimbursed L/C Disbursements under U.S. Letters of Credit and pay all
      accrued fees payable by the U.S. Borrowers hereunder (without prejudice to
      the rights of the U.S. Borrowers to finance such repayments by borrowing
      U.S. Loans in accordance with this Agreement after giving effect to the
      adjustment of Commitments as provided below, if the U.S. Commitments
      remain in effect and the conditions to such Borrowing are satisfied);

            (2) if, as of the Consolidation Date, the U.S. Commitments remain
in effect,
      then:

                  (A) the total U.S. Commitments shall increase by the U.S.
            Dollar Equivalent of the total Canadian Commitments, but without
            increasing the U.S. Commitment of any U.S. Lender; and

                  (B) each Canadian Lender (or an affiliate thereof designated
            by such Canadian Lender) shall become a U.S. Lender with a U.S.
            Commitment equal to the amount of its former Canadian Commitment,
            and its Canadian Commitment shall terminate, if not previously
            terminated; and

            (3) the Company shall become the account party in respect of all
      Canadian Letters of Credit (with the result that each Canadian Letter of
      Credit shall become a U.S. Letter of Credit) and the Lenders'
      participations in Letters of Credit shall be adjusted so that, as of the
      Consolidation Date, the U.S. L/C Exposure of each Lender shall equal its
      Applicable Percentage of the aggregate U.S. L/C Exposure at the time
      (determined as though Commitments had been consolidated as U.S.
      Commitments as provided in clause (2) above, even if such Commitments have
      been terminated).



<PAGE>


            The foregoing actions shall result in, and the parties hereto shall
take such actions as shall be necessary to result in, all Canadian Lenders
becoming U.S. Lenders, all Canadian Letters of Credit becoming U.S. Letters of
Credit, all Canadian Loans being repaid, cash collateral being provided for the
satisfaction of all obligations in respect of outstanding Acceptances and any
and all U.S. Loans and U.S. L/C Exposure being held by the Lenders ratably in
accordance with their U.S. Commitments (or, if the Commitments have terminated,
in accordance with their ratable interests as though the Commitments had not
terminated and had been converted to U.S. Commitments as provided above). After
giving effect to the foregoing, in the event that any L/C Disbursement is made
in Canadian Dollars, any payment required to be made by the Borrowers or the
Lenders hereunder in respect of such L/C Disbursement shall be payable in U.S.
Dollars in an amount equal to the U.S. Dollar Equivalent (based on the Exchange
Rate determined by the U.S. Administrative Agent on the U.S. Business Day
immediately preceding such payment date) of the amount otherwise payable in
Canadian Dollars. For purposes of this Section 2.21(a) (other than in the
immediately preceding sentence), the U.S. Dollar Equivalent shall be determined
based upon the Exchange Rate in effect on the Effective Date.

            (b) If any event described in clause (i), (ii) or (iii) of paragraph
(a) above occurs and either the Required Lenders (in the case of an occurrence
of an event described in clause (i) or (ii) of paragraph (a) above) elect to
apply the provisions of this paragraph (b) in lieu of the provisions of
paragraph (a) above, or (in the case of any such event) for any reason the
actions specified in paragraph (a) above cannot be taken or accomplished, then
the following provisions shall apply:

            (1) all Commitments shall terminate;

            (2) each U.S. Lender shall purchase a participation in each Canadian
      Loan, outstanding Acceptance and unreimbursed L/C Disbursement of each
      Canadian Lender, and each Canadian Lender shall purchase a participation
      in each U.S. Loan and unreimbursed L/C Disbursement of each U.S. Lender,
      and each Lender having issued such an Acceptance or holding such a Loan or
      unreimbursed L/C Disbursement agrees to sell such participations therein,
      in each case in such amount as shall be necessary so that the U.S. Loans
      and participations therein, the Canadian Loans and participations therein,
      the Acceptances and participations therein and the L/C Disbursements and
      participations therein, are held ratably by the Lenders (it being
      understood that the ratable interests of the Lenders shall be determined
      by the Administrative Agents on the basis of the U.S. Dollar Equivalent of
      their respective Commitments at the time of termination thereof); and


<PAGE>


            (3) the Lenders' participations in Letters of Credit shall be
      adjusted so that the U.S. L/C Exposure and the Canadian L/C Exposure of
      each Lender shall be ratable (determined as provided in clause (2) above).

            The foregoing actions shall result in, and the Lenders shall take
such actions as shall be necessary to result in, any and all U.S. Loans,
Canadian Loans, Acceptances, U.S. L/C Exposure and Canadian L/C Exposure being
held, directly or indirectly (through participations) by the Lenders ratably on
the basis of their respective Commitments at the time of termination thereof.
For purposes of this Section 2.21(b), (i) the purchase and sale of
participations shall be at a price calculated on the basis of the principal
amount thereof but without interest (it being understood that any recovery of
interest accrued thereon prior to the date of sale of such participations shall
be for the account of the Lender selling such participation) and (ii) the
purchase and sale of participations pursuant to clause (2) above shall be made
in the same currency in which the applicable Loan, L/C Disbursement or
Acceptance is denominated; provided that if a U.S. Lender is unable for any
reason (including lack of participation by such U.S. Lender in foreign exchange
markets) to obtain or apply Canadian Dollars to purchase participations in
Loans, L/C Disbursements or Acceptances that are denominated in Canadian
Dollars, as required by clause (2) above, such U.S. Lender shall be permitted to
make such purchase payments in U.S. Dollars in an amount equal to the U.S.
Dollar Equivalent of the amount otherwise payable in Canadian Dollars hereunder.
The provisions of this Section 2.21(b) are solely for the benefit of the
Lenders, shall not be enforceable by any Borrower and, notwithstanding any
contrary provisions herein, may be amended, modified or waived by agreement
among the Lenders without any consent or approval of any Borrower.

            SECTION 2.22. Substitution of Mortgaged Property. The Company shall
have the right, at any time, to substitute real property owned by any U.S. Loan
Party and satisfactory to the Administrative Agents of substantially equivalent
value or higher value for any Mortgaged Property, provided that:

            (a) no Default has occurred and is continuing at such time;



<PAGE>


            (b) (i) the substitute property shall have been appraised by an
      appraiser satisfactory to the Administrative Agents as having
      substantially equivalent value or higher value than the value attributed
      to such Mortgaged Property hereunder; (ii) a Mortgage, in form and
      substance reasonably satisfactory to the U.S. Collateral Agent, relating
      to the substitute property shall have been duly executed by the parties
      thereto and delivered to the U.S. Collateral Agent and shall be in full
      force and effect; (iii) neither the substitute property nor any interest
      therein shall constitute Principal Property (as defined in the Indenture,
      dated as of January 1, 1991 between the Company and The Chase Manhattan
      Bank, as supplemented, amended or otherwise modified); (iv) the substitute
      property shall not be subject to any Lien other than Permitted
      Encumbrances; and (v) the U.S. Collateral Agent shall have received such
      other documents, including a commitment or binder for a policy of title
      insurance issued by a nationally recognized title insurance company,
      together with such endorsements as may be obtained at commercially
      reasonable rates and as may be reasonably requested by the U.S. Collateral
      Agent and the Lenders, insuring such Mortgage as valid a first lien on the
      substitute property, free of Liens other than Permitted Encumbrances,
      together with such legal opinions required to be furnished pursuant to the
      terms of such Mortgage or as reasonably requested by the Collateral Agents
      and a favorable written opinion of local counsel in the jurisdiction where
      the substitute property is located, substantially in the form of Exhibit
      M; and

            (c) after giving effect to the addition of the substitute property
      pursuant to clause (b) above, the amount of the Eligible Mortgaged
      Property shall be equal to or exceed $120,000,000.

            Upon the substitution of property satisfactory to the Administrative
Agents pursuant to clauses (a), (b) and (c), the parties shall execute a
termination of the Mortgage relating to the property to be released under this
Section in consideration of the Lien created by the Mortgage of the substitute
property and the Agents and the parties will execute any and all further
documents, agreements and instruments and take all such further actions
(including the filing and recording of documents), which may be required under
any applicable law to effect the release of the property to be released under
this Section from the Lien created by the related Mortgage, all at the expense
of the Borrowers.




<PAGE>


                               ARTICLE III

                     Representations and Warranties

            Each of the Borrowers represents and warrants to the Lenders that:

            SECTION 3.01. Organization; Powers. Each of the Company and the
Subsidiaries is duly organized, validly existing and in good standing under the
laws of the jurisdiction of its organization, has all requisite power and
authority to carry on its business as now conducted and, except where the
failure to do so, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect, is qualified to do business in,
and is in good standing in, every jurisdiction where such qualification is
required.

            SECTION 3.02. Authorization; Enforceability. The Transactions to be
entered into by each Loan Party are within such Loan Party's corporate powers
and have been duly authorized by all necessary corporate and, if required,
stockholder action. This Agreement has been duly executed and delivered by each
of the Borrowers and constitutes, and each other Loan Document to which any Loan
Party is to be a party, when executed and delivered by such Loan Party, will
constitute, a legal, valid and binding obligation of each such Borrower or Loan
Party (as the case may be), enforceable in accordance with its terms, subject to
applicable bankruptcy, insolvency, reorganization, moratorium or other laws
affecting creditors' rights generally and subject to general principles of
equity, regardless of whether considered in a proceeding in equity or at law.

            SECTION 3.03. Governmental Approvals; No Conflicts. The Transactions
(a) do not require any consent or approval of, registration or filing with, or
any other action by, any Governmental Authority, except such as have been
obtained or made and are in full force and effect and except filings necessary
to perfect Liens created under the Loan Documents, (b) will not violate any
applicable law or regulation or the charter, by-laws or other organizational
documents of the Company or any of the Subsidiaries or any order of any
Governmental Authority, (c) will not violate or result in a default under any
indenture, agreement or other instrument binding upon the Company or any of the
Subsidiaries or its assets, or give rise to a right thereunder to require any
payment to be made by the Company or any of the Subsidiaries, and (d) will not
result in the creation or imposition of any Lien on any asset of the Company or
any of the Subsidiaries, except Liens created under the Loan Documents.


<PAGE>


            SECTION 3.04. Financial Condition; No Material Adverse Change. (a)
The Company has heretofore furnished to the Lenders its consolidated balance
sheet and statements of consolidated operations and retained earnings,
consolidated shareholders' equity and consolidated cash flows (i) as of and for
the fiscal year ended February 26, 2000, reported on by Deloitte & Touche LLP,
independent public accountants, and (ii) as of and for the fiscal quarter and
the portion of the fiscal year ended December 2, 2000, certified by its chief
financial officer. Such financial statements present fairly, in all material
respects, the financial position and results of operations and cash flows of the
Company and the Subsidiaries as of such dates and for such periods in accordance
with GAAP, subject to year-end audit adjustments and the absence of footnotes in
the case of the statements referred to in clause (ii) above.

            (b) Since February 26, 2000, there has been no material adverse
change in the business, assets, operations or condition, financial or otherwise,
of the Company and the Subsidiaries, taken as a whole, except as disclosed in
the Exchange Act Filings, in the Information Memorandum or in any Schedules or
Exhibits to this Agreement as of the Effective Date.

            SECTION 3.05.  Properties.  (a)  Each of the Company and the
Subsidiaries has
good title to, or valid leasehold interests in, all its real and personal
 property material
to its business (including its Mortgaged Properties), except for Liens
permitted by
Section 6.02.

            (b) Each of the Company and the Subsidiaries owns, or is licensed to
use, all trademarks, tradenames, copyrights, patents and other intellectual
property material to its business, and the use thereof by the Company and the
Subsidiaries does not infringe upon the rights of any other Person, except for
any such infringements that, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect.



<PAGE>


            (c) As of the Effective Date, neither the Company nor any of the
Subsidiaries has received written notice of any pending or contemplated
condemnation proceeding affecting any Mortgaged Property or any sale or
disposition thereof in lieu of condemnation. Neither any Mortgaged Property nor
any interest therein constitutes Principal Property (as defined in the
Indenture, dated as of January 1, 1991 between the Company and The Chase
Manhattan Bank, as supplemented, amended or otherwise modified). Neither any
Mortgaged Property nor any interest therein is subject to any right of first
refusal, option or other contractual right to purchase such Mortgaged Property
or interest therein.

            SECTION 3.06. Litigation and Environmental Matters. (a) There are no
actions, suits or proceedings by or before any arbitrator or Governmental
Authority pending against or, to the knowledge of any of the Borrowers,
threatened against or affecting the Company or any of the Subsidiaries (i) as to
which there is a reasonable possibility of an adverse determination and that, if
adversely determined, would reasonably be expected, individually or in the
aggregate, to result in a Material Adverse Effect (other than the Disclosed
Matters) or (ii) that involve any of the Loan Documents or the Transactions.

            (b) Except for the Disclosed Matters and except with respect to any
other matters that, individually or in the aggregate, would not reasonably be
expected to result in a Material Adverse Effect, neither the Company nor any of
the Subsidiaries (i) has failed to comply with any Environmental Law or to
obtain, maintain or comply with any permit, license or other approval required
under any Environmental Law, (ii) has become subject to any Environmental
Liability, (iii) has received notice of any claim with respect to any
Environmental Liability or (iv) knows of any basis for any Environmental
Liability.

            (c) Since the date of this Agreement, there has been no change in
the status of the Disclosed Matters that, individually or in the aggregate, has
resulted in, or materially increased the likelihood of, a Material Adverse
Effect.

            SECTION 3.07. Compliance with Laws and Agreements. Each of the
Company and the Subsidiaries is in compliance with all laws, regulations and
orders of any Governmental Authority applicable to it or its property and all
indentures, agreements and other instruments binding upon it or its property,
except where the failure to do so, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect. No Default has
occurred and is continuing.

            SECTION 3.08. Investment and Holding Company Status. Neither the
Company nor any of the Subsidiaries is (a) an "investment company" as defined
in, or subject to regulation under, the Investment Company Act of 1940 or (b) a
"holding company" as defined in, or subject to regulation under, the Public
Utility Holding Company Act of 1935.



<PAGE>


            SECTION 3.09. Taxes. Each of the Company and the Subsidiaries has
timely filed or caused to be filed all Tax returns and reports required to have
been filed and has paid or caused to be paid all Taxes required to have been
paid by it, except (a) any Taxes that are being contested in good faith by
appropriate proceedings and for which the Company or such Subsidiary, as
applicable, has set aside on its books adequate reserves or (b) to the extent
that the failure to do so could not reasonably be expected to result in a
Material Adverse Effect.

            SECTION 3.10. Employee Benefit Plans. (a) No ERISA Event has
occurred or is reasonably expected to occur that, when taken together with all
other such ERISA Events for which liability is reasonably expected to occur,
could reasonably be expected to result in a Material Adverse Effect. The present
value of all accumulated benefit obligations under each Plan (based on the
assumptions used for purposes of Statement of Financial Accounting Standards No.
87) did not, as of the date of the most recent financial statements reflecting
such amounts, exceed by more than U.S. $5,000,000 the fair market value of the
assets of such Plan, and the present value of all accumulated benefit
obligations of all underfunded Plans (based on the assumptions used for purposes
of Statement of Financial Accounting Standards No. 87) did not, as of the date
of the most recent financial statements reflecting such amounts, exceed by more
than U.S. $5,000,000 the fair market value of the assets of all such underfunded
Plans.

            (b) Each Foreign Employee Benefit Plan is in compliance in all
material respects with all requirements of the governing documents for such Plan
and all applicable laws (including funding and fiduciary obligations). As of the
date specified on Schedule 3.10(b), except as set forth on Schedule 3.10(b),
each of the Foreign Employee Benefit Plans is fully funded both on an ongoing
basis and on a solvency basis (using actuarial methods and assumptions which are
consistent with the valuations last filed with the applicable Governmental
Authorities and which are consistent with generally accepted actuarial
principles). With respect to any Foreign Employee Benefit Plan (other than a
Foreign Pension Plan), reasonable reserves have been established in accordance
with prudent business practice or where required by ordinary accounting
practices in the jurisdiction in which such Plan is maintained. The aggregate
unfunded liabilities, after giving effect to any reserves for such liabilities,
with respect to such Plans are not material. There are no actions, suits or
claims (other than routine claims for benefits) pending or threatened with
respect to any Foreign Employee Benefit Plan that would subject the Borrowers or
an ERISA Affiliate to a liability in excess of Cdn. $5,000,000.



<PAGE>


            SECTION 3.11. Disclosure. To the best knowledge of the Borrowers,
the Borrowers have disclosed to the Lenders all agreements, instruments and
corporate or other restrictions to which the Company or any of the Subsidiaries
is subject, and all other matters known to any of them, that, individually or in
the aggregate, could reasonably be expected to result in a Material Adverse
Effect. Neither the Information Memorandum nor any of the other reports,
financial statements, certificates or other information furnished by or on
behalf of any Loan Party to either Administrative Agent or any Lender in
connection with the negotiation of this Agreement or any other Loan Document or
delivered hereunder or thereunder (as modified or supplemented by other
information so furnished) contains, as of the date hereof (or in the case of
items furnished after the date hereof, when furnished), any material
misstatement of fact or omits, as of the date hereof (or in the case of items
furnished after the date hereof, when furnished), to state any material fact
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading; provided that, with respect to
projected financial information, the Borrowers represent only that such
information was prepared in good faith based upon assumptions believed to be
reasonable at the time so furnished.

            SECTION 3.12. Subsidiaries. Schedule 3.12 sets forth the name of,
and the ownership interest of the Company in, each Subsidiary of the Company and
identifies each Subsidiary that is a Canadian Loan Party or a U.S. Loan Party,
in each case as of the Effective Date. The Canadian Borrower is an indirect
wholly owned subsidiary of the Company.

            SECTION 3.13. Insurance. Schedule 3.13 sets forth a description of
all insurance maintained by or on behalf of the Company and the Subsidiaries as
of the Effective Date. As of the Effective Date, all premiums in respect of such
insurance have been paid. Each of the Borrowers believes that the insurance
maintained by or on behalf of the Company and the Subsidiaries is adequate.



<PAGE>


            SECTION 3.14. Labor Matters. As of the Effective Date, there are no
strikes, lockouts or slowdowns against the Company or any Subsidiary pending or,
to the knowledge of any Borrower, threatened. The Company and the Subsidiaries
have not been in violation of, in any material respect, the Fair Labor Standards
Act or any other applicable Federal, state, local or foreign law dealing with
hours worked by or payments made to employees or any similar matters. All
payments due from the Company or any Subsidiary, or for which any claim may be
made against the Company or any Subsidiary, on account of wages and employee
health and welfare insurance and other benefits, have been paid or accrued as a
liability on the books of the Company or such Subsidiary. The consummation of
the Transactions will not give rise to any right of termination or right of
renegotiation on the part of any union under any collective bargaining agreement
to which the Company or any Subsidiary is bound.

            SECTION 3.15. Security Documents. (a) Each Pledge Agreement is
effective to create in favor of the applicable Collateral Agent, for the benefit
of the Secured Parties referred to therein, a legal, valid and enforceable
security interest in the Collateral (as defined in such Pledge Agreement),
subject to applicable bankruptcy, insolvency, reorganization, moratorium or
other laws affecting creditors' rights generally and subject to general
principles of equity, regardless of whether considered in a proceeding in equity
or at law, and when such Collateral is delivered to such Collateral Agent
(together with stock powers or other appropriate instruments of transfer
executed in blank form), such Pledge Agreement shall constitute a fully
perfected first priority Lien on, and security interest in, all right, title and
interest of each pledgor thereunder in such Collateral, in each case prior and
superior in right to any other Person.



<PAGE>


            (b) Each of the Security Agreements is effective to create in favor
of the applicable Collateral Agent, for the benefit of the Secured Parties
referred to therein, a legal, valid and enforceable security interest in the
Collateral (as defined in such Security Agreement), subject to applicable
bankruptcy, insolvency, reorganization, moratorium or other laws affecting
creditors' rights generally and subject to general principles of equity,
regardless of whether considered in a proceeding in equity or at law, and, when
financing statements, releases and other filings set forth on Schedule 3.15(b)
in appropriate form are filed in the offices specified on Schedule 6 to the
Perfection Certificate, such Security Agreement shall, except as otherwise set
forth therein, constitute a fully perfected Lien on, and security interest in,
all right, title and interest of the grantors thereunder in such Collateral, to
the extent that a security interest can be perfected in such Collateral by (i)
filing, recording or registering a financing statement or analogous document in
the United States (or any political subdivision thereof) and its territories and
possessions pursuant to the Uniform Commercial Code or other applicable law in
such jurisdiction, in each case prior and superior in right to any other Person,
or (ii) filing, recording or registering a financing statement or analogous
document in the Provinces of Canada specified in Schedule 6 pursuant to the
Personal Property Security Act in effect in such Province or other applicable
law in such Province, other than, in each of the cases described in clauses (i)
and (ii) of this Section, with respect to Liens expressly permitted by Section
6.02.

            (c) When the U.S. Security Agreement is filed in the United States
Patent and Trademark Office, the United States Copyright Office and when
financing statements, releases and other filings set forth on Schedule 3.15(c)
in appropriate form are filed in the offices specified on Schedule 6 to the
Perfection Certificate, the U.S. Security Agreement shall constitute a fully
perfected Lien on, and security interest in, all right, title and interest of
the applicable U.S. Loan Parties in the Intellectual Property (as defined in the
U.S. Security Agreement) in which a security interest may be perfected by
filing, recording or registering a security agreement, financing statement or
analogous document in the United States Patent and Trademark Office or the
United States Copyright Office, as applicable, in each case prior and superior
in right to any other Person other than Liens expressly permitted by Section
6.02 (it being understood that subsequent recordings in the United States Patent
and Trademark Office and the United States Copyright Office may be necessary to
perfect a Lien on registered trademarks, trademark applications and copyrights
acquired by the Loan Parties after the date hereof).

            (d) When the Canadian Security Agreement or notice thereof is filed
in the Canadian Patent and Canadian Trade Marks Office, and when the financing
statements set forth on Schedule 3.15(d) in appropriate form are filed in the
offices specified in Schedule 6 to the Perfection Certificate, the Canadian
Security Agreement shall constitute a fully perfected Lien on, and security
interest in, all right, title and interest of the applicable Canadian Loan
Parties in the Intellectual Property (as defined in the Canadian Security
Agreement) in which a security interest may be perfected by filing, recording or
registering a security agreement, financing statement or analogous document
pursuant to the Ontario Personal Property Security Act in each case prior and
superior in right to any other Person other than Liens expressly permitted by
Section 6.02 (it being understood that subsequent recordings in the Canadian
Patent Office and the Canadian Trade Marks Office may be necessary to record
notice of a security interest on Intellectual Property (as defined in the
Canadian Security Agreement) acquired by the Loan Parties after the date
hereof).



<PAGE>


            (e) Each Mortgage is effective to create for the benefit of the
Secured Parties referred to therein a legal, valid and enforceable security
interest in all Mortgaged Property (as defined in such Mortgage), subject to
applicable bankruptcy, insolvency, reorganization, moratorium or other laws
affecting creditors' rights generally and subject to general principles of
equity, regardless of whether considered in a proceeding in equity or at law,
and, when appropriate filings or registrations are made in the offices specified
on Schedule 3.15(d), such Mortgage shall constitute a fully perfected Lien on
all right, title and interest of the applicable Loan Party, thereunder in the
applicable Mortgaged Property as of the Effective Date, prior and superior in
right to any other person, other than with respect to Liens expressly permitted
by Section 6.02.


                               ARTICLE IV

                               Conditions

            SECTION 4.01. Effective Date. The obligations of the Lenders to make
Loans, of the Canadian Lenders to accept Acceptances and of the Issuing Banks to
issue Letters of Credit hereunder shall not become effective until the date on
which each of the following conditions is satisfied (or waived in accordance
with Section 9.02):

            (a) The Administrative Agents (or their counsel) shall have received
      from each party hereto either (i) a counterpart of this Agreement signed
      on behalf of such party or (ii) written evidence satisfactory to the
      Administrative Agents (which may include telecopy transmission of a signed
      signature page of this Agreement) that such party has signed a counterpart
      of this Agreement.

            (b) The Administrative Agents shall have received a favorable
      written opinion (addressed to the Administrative Agents, the Issuing Banks
      and the Lenders and dated the Effective Date) of each of (i) William P.
      Costantini, Esq., Senior Vice President and General Counsel of the
      Company, (ii) Cahill Gordon & Reindel, U.S. counsel for the Loan Parties
      and (iii) Miller Thomson LLP, Canadian counsel for the Loan Parties, and
      (iv) local counsel in each jurisdiction where a Mortgaged Property is
      located, substantially in the form of Exhibit N, O, P and M, respectively,
      and, in the case of each such opinion required by this paragraph, covering
      such other matters relating to the Loan Parties, the Loan Documents or the
      Transactions as the Required Lenders shall reasonably request. Each of the
      Borrowers hereby requests such counsel to deliver such opinions.



<PAGE>


            (c) The Administrative Agents shall have received such documents and
      certificates as the Administrative Agents or their counsel may reasonably
      request relating to the organization, existence and good standing of each
      Loan Party, the authorization of the Transactions and any other legal
      matters relating to the Loan Parties, the Loan Documents or the
      Transactions, all in form and substance satisfactory to each of the
      Administrative Agents and its counsel.

            (d) The Administrative Agents shall have received a certificate,
      dated the Effective Date and signed by the president, a vice president or
      a Financial Officer of the Company, confirming compliance with the
      conditions set forth in paragraphs (a) and (b) of Section 4.02.

            (e) The Administrative Agents shall have received all fees and other
      amounts due and payable on or prior to the Effective Date, including, to
      the extent invoiced, reimbursement or payment of all out-of-pocket
      expenses (including reasonable fees, charges and disbursements of counsel)
      required to be reimbursed or paid by any Loan Party hereunder or under any
      other Loan Document.

            (f) The Collateral Agents shall have received counterparts of the
      Pledge Agreements signed on behalf of the Loan Parties party thereto, and
      the Collateral Agents shall have received certificates or other
      instruments representing all the outstanding Equity Interests of each
      Subsidiary owned by any Loan Party (except that stock certificates
      representing shares of common stock of a Foreign Subsidiary pledged by a
      U.S. Loan Party under the U.S. Pledge Agreement may be limited to 65% of
      the outstanding shares of common stock of such Foreign Subsidiary and each
      pledge shall be otherwise limited as specifically set forth in the
      applicable Pledge Agreement), together with stock powers or other
      instruments of transfer with respect thereto endorsed in blank form.

            (g) The Collateral Agents shall have received counterparts of the
      Security Agreements signed on behalf of the Loan Parties party thereto,
      together with the following:

                  (i) all documents and instruments, including Uniform
            Commercial Code financing statements and Personal Property Security
            Act financing statements, required by law or reasonably requested by
            the Collateral Agents to be filed, registered or recorded to create
            or perfect the Liens intended to be created under the Security
            Agreements; and


<PAGE>


                  (ii) a completed Perfection Certificate from each of the
            Company and the Canadian Borrower dated the Effective Date and
            signed by an executive officer or Financial Officer of the Company
            and the Canadian Borrower, respectively, together with all relevant
            attachments contemplated thereby, including the then completed
            results of a search of the Uniform Commercial Code (or equivalent)
            filings made with respect to the applicable Loan Parties in the
            jurisdictions contemplated by the applicable Perfection Certificate
            and copies of the financing statements (or similar documents)
            disclosed by such search and evidence reasonably satisfactory to the
            Collateral Agents that the Liens indicated by such financing
            statements (or similar documents) are permitted by Section 6.02 or
            have been released.

            (h) The Collateral Agents shall have received counterparts of the
      Guarantee Agreements signed on behalf of the Loan Parties party thereto.

            (i) Each of the Mortgages, in form and substance reasonably
      satisfactory to the U.S. Collateral Agent, relating to each of the
      Mortgaged Properties shall have been duly executed by the parties thereto
      and delivered to the U.S. Collateral Agent and shall be in full force and
      effect, (ii) none of such Mortgaged Properties shall be subject to any
      Lien other than those permitted under Section 6.02, and (iii) the U.S.
      Collateral Agent shall have received such other documents, including a
      commitment or binder for a policy or policies of title insurance issued by
      a nationally recognized title insurance company, together with such
      endorsements as may be obtained at commercially reasonable rates and as
      may be reasonably requested by the U.S. Collateral Agent and the Lenders,
      insuring the Mortgages as valid first liens on the Mortgaged Properties,
      free of Liens other than those permitted under Section 6.02, together with
      such legal opinions required to be furnished pursuant to the terms of the
      Mortgages or as reasonably requested by the Collateral Agents.

            (j) The Administrative Agents shall have received counterparts of
      the Indemnity, Subrogation and Contribution Agreement signed on behalf of
      the Loan Parties party thereto.

            (k) The Administrative Agents shall have received evidence
      satisfactory to them that the insurance required by Section 5.07 and the
      Security Documents is in effect.



<PAGE>


            (l) The U.S. Administrative Agent shall have received, and shall be
      satisfied with the results of, a Phase I environmental report (or its
      reasonable equivalent) prepared by Whitestone Associates, Inc. with
      respect to any Environmental Liabilities that may be attributable to such
      properties or operations as have been specified by the U.S. Administrative
      Agent for review.

            (m) The Administrative Agents shall have received a completed
      Borrowing Base Certificate dated the Effective Date and signed by a
      Financial Officer of each of the Company and the Canadian Borrower,
      calculating the U.S. Borrowing Base and the Canadian Borrowing Base as of
      the end of the most recent week ended at least eight Business Days prior
      to the Effective Date.

            (n) The Administrative Agents shall be satisfied that, prior to or
      concurrent with the initial extension of credit hereunder on the Effective
      Date, all principal, premium, if any, interest, fees and other amounts due
      and owing under the Competitive Advance and Revolving Credit Facilities
      Agreement dated as of June 10, 1997, among the Company, the Canadian
      Borrower, the lenders party thereto, The Chase Manhattan Bank and The
      Chase Manhattan Bank of Canada shall be paid in full and the commitments
      thereunder shall be terminated.

The Administrative Agents shall notify the Company, the Canadian Borrower and
the Lenders of the Effective Date, and such notice shall be conclusive and
binding. Notwithstanding the foregoing, the obligations of the Lenders to make
Loans, of the Canadian Lenders to accept Acceptances and of the Issuing Banks to
issue Letters of Credit hereunder shall not become effective unless each of the
foregoing conditions is satisfied (or waived pursuant to Section 9.02) at or
prior to 3:00 p.m., New York City time, on March 30, 2001 (and, in the event
such conditions are not so satisfied or waived, the Commitments shall terminate
at such time).

            SECTION 4.02. Each Credit Event. The obligation of each Lender to
make a Loan or to accept an Acceptance on the occasion of any Borrowing, and of
each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is
subject to receipt of the request therefor in accordance herewith and to the
satisfaction of the following conditions:



<PAGE>


            (a) The representations and warranties of each Loan Party set forth
      in the Loan Documents shall be true and correct on and as of the date of
      such Borrowing or Acceptance or the date of issuance, amendment, renewal
      or extension of such Letter of Credit, as applicable.

            (b) At the time of and immediately after giving effect to such
      Borrowing or Acceptance or the issuance, amendment, renewal or extension
      of such Letter of Credit, as applicable, no Default shall have occurred
      and be continuing.

Each Borrowing, each Acceptance and each issuance, amendment, renewal or
extension of a Letter of Credit shall be deemed to constitute a representation
and warranty by each of the Borrowers on the date thereof as to the matters
specified in paragraphs (a) and (b) of this Section.


                                ARTICLE V

                          Affirmative Covenants

            Until the Commitments have expired or been terminated and the
principal of and interest on each Loan and Acceptance Obligation and all fees
payable hereunder shall have been paid in full, there are no Acceptances
outstanding and all Letters of Credit shall have expired or terminated and all
L/C Disbursements shall have been reimbursed, each of the Borrowers covenants
and agrees with the Lenders that:

            SECTION 5.01.  Financial Statements and Other Information.  The
 Company will
furnish to the Administrative Agents and each Lender:



<PAGE>


            (a) within 90 days after the end of each fiscal year of the Company,
      and within 90 days after the end of each fiscal year of the Canadian
      Borrower, its audited consolidated balance sheet and related statements of
      operations, stockholders' equity and cash flows as of the end of and for
      such year, setting forth in each case in comparative form the figures for
      the previous fiscal year, all reported on by Deloitte & Touche LLP or
      other independent public accountants of recognized national standing
      (without a "going concern" or like qualification or exception and without
      any qualification or exception as to the scope of such audit) to the
      effect that such consolidated financial statements present fairly in all
      material respects the financial condition and results of operations of the
      Company and its consolidated subsidiaries, or the Canadian Borrower and
      its consolidated subsidiaries, as the case may be, in each case on a
      consolidated basis in accordance with GAAP (or, in the case of the
      Canadian Borrower, generally accepted accounting principles in Canada)
      consistently applied;

            (b) within 45 days after the end of each of the first three fiscal
      quarters of each fiscal year of the Company, the Company's consolidated
      balance sheet and related statements of operations, stockholders' equity
      and cash flows as of the end of and for such fiscal quarter and the then
      elapsed portion of the fiscal year, setting forth in each case in
      comparative form the figures for the corresponding period or periods of
      (or, in the case of the balance sheet, as of the end of) the previous
      fiscal year, all certified by one of its Financial Officers as presenting
      fairly in all material respects the financial condition and results of
      operations of the Company and its consolidated Subsidiaries on a
      consolidated basis in accordance with GAAP consistently applied, subject
      to normal year-end audit adjustments and the absence of footnotes;

            (c) within 30 days after the end of each of the first two fiscal
      four-week periods of each fiscal quarter of the Company, its consolidated
      balance sheet and related statements of operations, stockholders' equity
      and cash flows as of the end of and for such fiscal four-week periods and
      the then elapsed portion of the fiscal year, all certified by one of its
      Financial Officers as presenting in all material respects the financial
      condition and results of operations of the Company and its consolidated
      Subsidiaries on a consolidated basis in accordance with GAAP consistently
      applied, subject to normal year-end audit adjustments and the absence of
      footnotes;

            (d) concurrently with any delivery of financial statements under
      clause (a) or (b) above, a certificate of a Financial Officer (i)
      certifying as to whether a Default has occurred and, if a Default has
      occurred, specifying the details thereof and any action taken or proposed
      to be taken with respect thereto, (ii) setting forth (A) reasonably
      detailed calculations demonstrating compliance with Sections 6.12, 6.13
      and 6.14 and (B) the computation of the Company's Consolidated Tangible
      Net Worth as of the last day of the most recent fiscal quarter covered by
      such financial statements and (iii) stating whether any change in GAAP or
      in the application thereof has occurred since the date of the Company's
      audited financial statements referred to in Section 3.04 and, if any such
      change has occurred, specifying the effect of such change on the financial
      statements accompanying such certificate;


<PAGE>


            (e) concurrently with any delivery of financial statements under
      clause (a) above, a certificate of the accounting firm that reported on
      such financial statements stating whether they obtained knowledge during
      the course of their examination of such financial statements of any
      Default (which certificate may be limited to the extent required by
      accounting rules or guidelines);

            (f) within eight Business Days after the end of each calendar week,
      a completed Borrowing Base Certificate calculating and certifying each of
      the U.S. Borrowing Base and the Canadian Borrowing Base as of the last day
      of such calendar week, signed on behalf of each of the Company and the
      Canadian Borrower by one of its Financial Officers;

            (g) at least 30 days prior to the commencement of each fiscal year
      of the Company, a reasonably detailed consolidated budget for such fiscal
      year (including a projected consolidated balance sheet and related
      statements of projected operations and cash flow as of the end of and for
      each fiscal month during such fiscal year and setting forth the
      assumptions used for purposes of preparing such budget) and, promptly when
      available, any significant revisions of such budget;

            (h) promptly after the same become publicly available, copies of all
      periodic and other reports, proxy statements and other materials filed by
      the Company or any Subsidiary with the Securities and Exchange Commission,
      or any Governmental Authority succeeding to any or all of the functions of
      said Commission, or with any national securities exchange, or distributed
      by the Company to its stockholders generally, as the case may be; and

            (i) promptly following any request therefor, such other information
      regarding the operations, business affairs and financial condition of the
      Company or any Subsidiary, or compliance with the terms of any Loan
      Document, as either Administrative Agent or any Lender may reasonably
      request.

            SECTION 5.02.  Notices of Material Events.  The Company will
furnish to the
Administrative Agents and each Lender prompt written notice of the following:

            (a) the occurrence of any Default;



<PAGE>


            (b) the filing or commencement of any action, suit or proceeding by
      or before any arbitrator or Governmental Authority against or affecting
      the Company or any Affiliate thereof that, if adversely determined, could
      reasonably be expected to result in a Material Adverse Effect;

            (c) the occurrence of any ERISA Event or analogous event with
      respect to a Foreign Employee Benefit Plan or Foreign Pension Plan that,
      alone or together with any other ERISA Events that have occurred, could
      reasonably be expected to result in liability of the Company and its
      Subsidiaries in an aggregate amount exceeding U.S.$5,000,000;

            (d) a copy of each notice from each funding agent of each of the
      Foreign Employee Benefit Plans required to be delivered by such funding
      agent under Section 56.1 of the Pension Benefits Act of Ontario promptly
      after such notice is received by the Canadian Borrower or other Loan
      Party; and

            (e) any other development (other than those specified above as to
      which the Lenders have received due notice) that results in, or could
      reasonably be expected to result in, a Material Adverse Effect.

Each notice delivered under this Section shall be accompanied by a statement of
a Financial Officer or other executive officer of the Company setting forth the
details of the event or development requiring such notice and any action taken
or proposed to be taken with respect thereto.

            SECTION 5.03. Information Regarding Collateral. (a) The Company will
furnish to the Administrative Agents prompt written notice of any change (i) in
any Loan Party's corporate name or in any trade name used to identify it in the
conduct of its business or in the ownership of its properties, (ii) in the
location of any Loan Party's chief executive office, its principal place of
business, its "location" (as determined under Section 9-307 of Revised Article 9
of the UCC) any office in which it maintains books or records relating to
Collateral owned by it or any office or facility at which Collateral owned by it
is located (including the establishment of any such new office or facility),
(iii) in any Loan Party's identity or corporate structure or (iv) in any U.S.
Loan Party's Federal Taxpayer Identification Number. The Company agrees not to
effect or permit any change referred to in the preceding sentence unless all
filings have been made under the Uniform Commercial Code or otherwise that are
required in order for the Collateral Agents to continue at all times following
such change to have a valid, legal and perfected security interest in all the
Collateral. The Company also agrees promptly to notify the Administrative Agents
if any material portion of the Collateral is damaged or destroyed.


<PAGE>


            (b) Each year, at the time of delivery of annual financial
statements with respect to the preceding fiscal year pursuant to clause (a) of
Section 5.01, the Company shall deliver to the Administrative Agents a
certificate of a Financial Officer and the chief legal officer of the Company
(i) setting forth the information required pursuant to Section 2 of the
Perfection Certificate or confirming that there has been no change in such
information since the date of the Perfection Certificate delivered on the
Effective Date or the date of the most recent certificate delivered pursuant to
this Section and (ii) certifying that all Uniform Commercial Code financing
statements (including fixture filings, as applicable) or other appropriate
filings, recordings or registrations, including all refilings, rerecordings and
reregistrations, containing a description of the Collateral have been filed of
record in each governmental, municipal or other appropriate office in each
jurisdiction identified pursuant to clause (i) above to the extent necessary to
protect and perfect the security interests under the Security Agreements for a
period of not less than 18 months after the date of such certificate (except as
noted therein with respect to any continuation statements to be filed within
such period).

            SECTION 5.04. Existence; Conduct of Business. The Company will, and
will cause each of the Subsidiaries to, do or cause to be done all things
necessary to preserve, renew and keep in full force and effect its legal
existence and the rights, licenses, permits, privileges, franchises, patents,
copyrights, trademarks and trade names material to the conduct of its business;
provided that the foregoing shall not prohibit any merger, consolidation,
liquidation or dissolution permitted under Section 6.03.

            SECTION 5.05. Payment of Obligations. The Company will, and will
cause each of its Subsidiaries to, pay its Indebtedness and other obligations,
including Tax liabilities, before the same shall become delinquent or in
default, except where (a) the validity or amount thereof is being contested in
good faith by appropriate proceedings, (b) the Company or such Subsidiary has
set aside on its books adequate reserves with respect thereto in accordance with
GAAP, (c) such contest effectively suspends collection of the contested
obligation and the enforcement of any Lien securing such obligation and (d) the
failure to make payment pending such contest could not reasonably be expected to
result in a Material Adverse Effect.

            SECTION 5.06.  Maintenance of Properties.  The Company will, and
will cause
each of the Subsidiaries to, keep and maintain all property material to the
conduct of its
business in good working order and condition, ordinary wear and tear excepted.


<PAGE>


            SECTION 5.07. Insurance. The Company will, and will cause each of
the Subsidiaries to, maintain, with financially sound and reputable insurance
companies (a) insurance in such amounts (with no greater risk retention) and
against such risks as are customarily maintained by companies of established
repute engaged in the same or similar businesses operating in the same or
similar locations and (b) all insurance required to be maintained pursuant to
the Security Documents. The Company will furnish to the Lenders, upon request of
either Administrative Agent, information in reasonable detail as to the
insurance so maintained.

            SECTION 5.08. Casualty and Condemnation. The Borrowers (a) will
furnish to the Administrative Agents and the Lenders prompt written notice of
any casualty or other insured damage to any material portion of any Collateral
or the commencement of any action or proceeding for the taking of any Collateral
or any part thereof or interest therein under power of eminent domain or by
condemnation or similar proceeding and (b) will ensure that the Net Proceeds of
any such event (whether in the form of insurance proceeds, condemnation awards
or otherwise) are collected and applied in accordance with the applicable
provisions of the Security Documents.

            SECTION 5.09. Books and Records; Inspection and Audit Rights. (a)
The Company will, and will cause each of its Subsidiaries to, keep proper
financial records in accordance with GAAP. The Company will, and will cause each
of the Subsidiaries to, permit any representatives designated by either
Administrative Agent, upon reasonable prior notice, to visit and inspect its
properties, to examine and make extracts from such records, and to discuss its
affairs, finances and condition with its officers and independent accountants,
all at reasonable times; provided that the Company need not permit any such
inspection, evaluation or appraisal more frequently than twice in any period of
12 consecutive months commencing on or after the Effective Date, except that
this proviso shall not apply if a Default shall have occurred and is continuing.



<PAGE>


            (b) The Company will, and will cause each of the Subsidiaries to,
permit any representatives designated by either Administrative Agent (including
any consultants, accountants, lawyers and appraisers retained by such
Administrative Agent) to conduct evaluations and appraisals of the computation
of the U.S. Borrowing Base or the Canadian Borrowing Base (or both) and the
assets included therein, including supporting systems, processes and controls,
all at reasonable times; provided that, unless a Default shall have occurred and
be continuing, the Company need not permit any such inspection, evaluation or
appraisal more frequently than twice in any period of 12 consecutive months
commencing on or after the Effective Date. The Company shall pay the reasonable
fees and expenses of any representatives retained by an Administrative Agent, or
employees of such Administrative Agent, to conduct any such evaluation or
appraisal, and, while no Default shall have occurred and be continuing, no more
frequently than once in any period of 12 consecutive months commencing on or
after the Effective Date, including reasonable and customary internally
allocated fees and expenses of such employees.

            SECTION 5.10. Compliance with Laws. The Company will, and will cause
each of the Subsidiaries to, comply with all laws, rules, regulations and orders
of any Governmental Authority applicable to it or its property, except where the
failure to do so, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect.

            SECTION 5.11. Use of Proceeds and Letters of Credit. The proceeds of
the Loans and Acceptances will be used for general corporate purposes, including
working capital and acquisitions and, subject to the limitations contained
herein, Capital Expenditures. No part of the proceeds of any Loan or Acceptance
will be used, directly or indirectly, for any purpose that entails a violation
of any of the Regulations of the Board, including Regulation U. Letters of
Credit will be issued only for general corporate purposes.



<PAGE>


            SECTION 5.12. Additional Subsidiaries. If any additional Subsidiary
is formed or acquired after the Effective Date, the Company will notify the
Administrative Agents, the Collateral Agents and the Lenders thereof and (a) if
such Subsidiary is a wholly-owned U.S. Subsidiary, the Company will cause such
Subsidiary (i) to become a party to (A) the U.S. Guarantee Agreement, (B) the
Indemnity, Subrogation and Contribution Agreement, (C) the U.S. Security
Agreement and (D) the U.S. Pledge Agreement, in each case in the manner provided
therein and within 10 U.S. Business Days after such Subsidiary is formed or
acquired and (ii) promptly to take such actions to perfect the Liens on such
Subsidiary's assets granted under the Security Documents as the U.S.
Administrative Agent or the Required Lenders shall reasonably request, (b) if
such Subsidiary is a wholly-owned Canadian Subsidiary, the Company will cause
such Subsidiary (i) to become a party to (A) the Canadian Guarantee Agreement,
(B) the Indemnity, Subrogation and Contribution Agreement, (C) the Canadian
Security Agreement and (D) the Canadian Pledge Agreement, in each case in the
manner provided therein and within 10 Canadian Business Days after such
Subsidiary is formed or acquired and (ii) promptly to take such actions to
perfect Liens on such Subsidiary's assets granted under the Security Documents
as the Administrative Agents or the Required Lenders shall reasonably request
and (c) if any Equity Interests of such Subsidiary are owned by or on behalf of
any Loan Party, the Company will cause such Equity Interests to be pledged
pursuant to the applicable Pledge Agreement within 10 Business Days after such
Subsidiary is formed or acquired (except that, if such Subsidiary is a Foreign
Subsidiary, shares of voting stock of such Subsidiary to be pledged pursuant to
the U.S. Pledge Agreement may be limited to 65% of the outstanding shares of
voting stock of such Subsidiary).

            SECTION 5.13. Additional Mortgaged Property. As soon as practicable,
but in no event later than 30 days following the Effective Date, the Company
shall deliver or cause to be delivered to the U.S. Collateral Agent a Mortgage
on an additional parcel of real property owned by any U.S. Loan Party
satisfactory to the Administrative Agents having an appraised value equal to or
greater than U.S.$4,000,000 and such parcel of real property and the encumbrance
thereof shall comply with the provisions set forth in Section 2.22(b) with
respect to the addition of substitute property, mutatis mutandis.

            SECTION 5.14. Further Assurances. The Borrowers will, and will cause
each other Loan Party to, execute any and all further documents, financing
statements, agreements and instruments, and take all such further actions
(including the filing and recording of financing statements, termination
statements, fixture filings and other documents), which may be required under
any applicable law, or which either Administrative Agent or the Required Lenders
may reasonably request, to effectuate the transactions contemplated by the Loan
Documents or to grant, preserve, protect or perfect the Liens created or
intended to be created by the Security Documents or the validity or priority of
any such Lien, all at the expense of the Loan Parties. The Borrowers also agree
to provide to the Administrative Agents, from time to time upon request,
evidence reasonably satisfactory to the Administrative Agents as to the
perfection and priority of the Liens created or intended to be created by the
Security Documents.


                               ARTICLE VI

                           Negative Covenants



<PAGE>


            Until the Commitments have expired or terminated and the principal
of and interest on each Loan and Acceptance Obligation and all fees payable
hereunder have been paid in full, there are no Acceptances outstanding and all
Letters of Credit have expired or terminated and all L/C Disbursements shall
have been reimbursed, each of the Borrowers covenants and agrees with the
Lenders that:

            SECTION 6.01.  Indebtedness; Certain Equity Securities.  (a)  The
Company will
not, and will not permit any Subsidiary to, create, incur, assume or permit to
 exist any
Indebtedness, except:

            (i) Indebtedness created under the Loan Documents;

            (ii) Indebtedness existing on the date hereof and set forth in
      Schedule 6.01 and extensions, renewals and replacements of any such
      Indebtedness that do not increase the outstanding principal amount thereof
      (except to the extent of any reasonable premiums, fees and expenses
      incurred in connection with any such extensions, renewals and
      replacements) or result in an earlier maturity date or decreased weighted
      average life thereof;

            (iii) Indebtedness of the Company to any Subsidiary and of any
      Subsidiary to the Company or any other Subsidiary; provided that
      Indebtedness of any Subsidiary that is not a Loan Party owing to any Loan
      Party shall be subject to Section 6.04;

            (iv) Guarantees by the Company of Indebtedness of any Subsidiary
 and by any
      Subsidiary of Indebtedness of the Company or any other Subsidiary;
provided that
      (A) Guarantees by any Loan Party of Indebtedness of any Subsidiary that
 is not a Loan
      Party shall be subject to Section 6.04 and (B) a Canadian Loan Party
 shall not
      Guarantee Indebtedness of a U.S. Loan Party;



<PAGE>


            (v) Indebtedness of the Company or any Subsidiary incurred to
      finance the acquisition, construction or improvement of any fixed or
      capital assets, including Capital Lease Obligations and any Indebtedness
      assumed in connection with the acquisition of any such assets or secured
      by a Lien on any such assets prior to the acquisition thereof, and
      extensions, renewals and replacements of any such Indebtedness that do not
      increase the outstanding principal amount thereof (except to the extent of
      any reasonable premiums, fees and expenses incurred in connection with any
      such extensions, renewals and replacements) or result in an earlier
      maturity date or decreased weighted average life thereof; provided that
      (A) such Indebtedness is incurred prior to or within 180 days after such
      acquisition or the completion of such construction or improvement and (B)
      the aggregate principal amount of Indebtedness permitted by this clause
      (v) and clause (vi) below, plus the aggregate book value of all assets
      sold after the Effective Date pursuant to sale and leaseback transactions
      permitted by clause (c) of Section 6.06, shall not exceed, at any time
      outstanding, 10% of the Company's Consolidated Tangible Net Worth;

            (vi) Indebtedness of the Company or any Subsidiary for borrowed
      money secured by any real properties (other than Mortgaged Properties) and
      improvements thereto (but not inventory or other personal property located
      therein) owned by the Company or any Subsidiary, and extensions, renewals
      and replacements of any such Indebtedness that do not increase the
      outstanding principal amount thereof (except to the extent of any
      reasonable premiums, fees and expenses incurred in connection with any
      such extensions, renewals and replacements) or result in an earlier
      maturity date or decreased weighted average life thereof; provided that
      the aggregate principal amount of Indebtedness permitted by this clause
      (vi) shall be subject to the limitation set forth in the proviso to clause
      (v) above;

            (vii) Indebtedness of the Company or any Subsidiary relating to
      purchase money security interests (as defined in the New York Uniform
      Commercial Code, as amended) in the United States or such similar
      provision of Ontario law or any other applicable Province of Canada in an
      aggregate amount not exceeding U.S.$40,000,000 (or its equivalent) at any
      time outstanding; provided that, after giving effect to any such proposed
      transaction, (A) no Default shall have occurred and be continuing, (B) the
      total U.S. Exposure does not exceed the total U.S. Commitments, (C) the
      total Canadian Exposure does not exceed the total Canadian Commitments and
      (D) the sum of the U.S. Borrowing Base and the Canadian Borrowing Base is
      greater than the sum of the total U.S. Commitments and the total Canadian
      Commitments; and

            (viii) other unsecured Indebtedness in an aggregate principal amount
      not exceeding U.S.$40,000,000 (or its equivalent) at any time outstanding.

            (b) The Company will not, nor will the Company permit any Subsidiary
to, issue any preferred stock or other preferred Equity Interests, other than
Qualified Preferred Stock.



<PAGE>


            SECTION 6.02. Liens. The Company will not, and will not permit any
Subsidiary to, create, incur, assume or permit to exist any Lien on any property
or asset now owned or hereafter acquired by it, or assign or sell any income or
revenues (including accounts receivable) or rights in respect of any thereof,
except:

            (a) Liens created under the Loan Documents;

            (b) Permitted Encumbrances;

            (c) any Lien on any property or asset of the Company or any
      Subsidiary existing on the date hereof and set forth in Schedule 6.02;
      provided that (i) such Lien shall not apply to any other property or asset
      of the Company or any Subsidiary and (ii) such Lien shall secure only
      those obligations which it secures on the date hereof and extensions,
      renewals and replacements thereof that do not increase the outstanding
      principal amount thereof;

            (d) any Lien existing on any property or asset prior to the
      acquisition thereof by the Company or any Subsidiary; provided that (i)
      such Lien is not created in contemplation of or in connection with such
      acquisition, (ii) such Lien shall not apply to any other property or
      assets of the Company or any Subsidiary and (iii) such Lien shall secure
      only those obligations which it secures on the date of such acquisition
      and extensions, renewals and replacements thereof that do not increase the
      outstanding principal amount thereof (except to the extent of any
      reasonable premiums, fees and expenses incurred in connection with any
      such extensions, renewals and replacements);

            (e) Liens on fixed or capital assets acquired, constructed or
      improved by the Company or any Subsidiary; provided that (i) such security
      interests secure Indebtedness permitted by clause (v) of Section 6.01(a),
      (ii) such security interests and the Indebtedness secured thereby are
      incurred prior to or within 180 days after such acquisition or the
      completion of such construction or improvement, (iii) the Indebtedness
      secured thereby does not exceed the cost of acquiring, constructing or
      improving such fixed or capital assets and (iv) such security interests
      shall not apply to any other property or assets of the Company or any
      Subsidiary;

            (f) Liens on real properties (other than the Mortgaged Properties)
      and improvements thereto (but not inventory or other personal property
      located therein) owned by the Company or any Subsidiary; provided that
      such Liens secure Indebtedness permitted by clause (vi) of Section
      6.01(a); and



<PAGE>


            (g) Liens of sellers of goods to any Loan Party arising under the
      provisions of applicable law similar to Article 2 of the UCC in the
      ordinary course of business, covering only goods (other than Inventory
      included in the U.S. Borrowing Base or Canadian Borrowing Base).

            SECTION 6.03. Fundamental Changes. (a) The Company will not, nor
will it permit any Subsidiary to, merge into or consolidate or amalgamate with
any other Person, or permit any other Person to merge into or consolidate with
it, or liquidate or dissolve, except that, if at the time thereof and
immediately after giving effect thereto no Default shall have occurred and be
continuing (i) any Subsidiary may merge into or amalgamate with the Company in a
transaction in which the Company is the surviving corporation, (ii) any
Subsidiary may merge into any Subsidiary in a transaction in which the surviving
or amalgamated entity is a Subsidiary and (if any party to such merger is a Loan
Party) is a Loan Party and (iii) any Subsidiary (other than a Borrower) may
liquidate or dissolve if the Company determines in good faith that such
liquidation or dissolution is in the best interests of the Company and the
Subsidiaries, taken as a whole, and is not materially disadvantageous to the
Lenders; provided that any such merger involving a Person that is not a wholly
owned Subsidiary immediately prior to such merger shall not be permitted unless
also permitted by Section 6.04.

            (b) The Company will not, and will not permit any of its
Subsidiaries to, engage to any material extent in any business other than
businesses of the type conducted by the Company and its Subsidiaries on the date
of execution of this Agreement and businesses reasonably related thereto.

            SECTION 6.04. Investments, Loans, Advances, Guarantees and
Acquisitions. The Company will not, and will not permit any of its Subsidiaries
to, purchase, hold or acquire (including pursuant to any merger with any Person
that was not a wholly owned Subsidiary prior to such merger) any Equity
Interests in or evidences of indebtedness or other securities (including any
option, warrant or other right to acquire any of the foregoing) of, make or
permit to exist any loans or advances to, Guarantee any obligations of, or make
or permit to exist any investment or any other interest in, any other Person, or
purchase or otherwise acquire (in one transaction or a series of transactions)
any assets of any other Person constituting a business unit, except:

            (a) Permitted Investments;



<PAGE>


            (b) investments existing on the date hereof and set forth on
      Schedule 6.04 and any other investments from time to time not to exceed at
      any time outstanding an aggregate principal amount in excess of the Net
      Proceeds received from the disposition of investments permitted by this
      Section 6.04(b);

            (c) investments by the Company and its Subsidiaries in Equity
      Interests in their respective Subsidiaries; provided that (i) any such
      Equity Interests held by a Loan Party shall be pledged pursuant to the
      applicable Pledge Agreement (subject to the limitations applicable to
      common stock of a Foreign Subsidiary referred to in Section 5.12), (ii)
      the aggregate amount of investments by Loan Parties in, and loans and
      advances by Loan Parties to, and Guarantees by Loan Parties of
      Indebtedness of, Subsidiaries that are not Loan Parties (including all
      such investments, loans, advances and Guarantees existing on the Effective
      Date) shall not exceed U.S.$20,000,000 (or its equivalent) at any time
      outstanding and (iii) neither the Company nor any of the Subsidiaries will
      create or acquire any Subsidiary after the Effective Date that is not a
      Loan Party;

            (d) loans or advances made by the Company to any Subsidiary and made
      by any Subsidiary to the Company or any other Subsidiary; provided that
      the amount of such loans and advances made by Loan Parties to Subsidiaries
      that are not Loan Parties shall be subject to the limitation set forth in
      clause (c) above;

            (e) Guarantees constituting Indebtedness permitted by Section 6.01;
      provided that the aggregate principal amount of Indebtedness of
      Subsidiaries that are not Loan Parties that is Guaranteed by any Loan
      Party shall be subject to the limitation set forth in clause (c) above;

            (f) investments received in connection with the bankruptcy or
      reorganization of, or settlement of delinquent accounts and disputes with,
      customers and suppliers, in each case in the ordinary course of business;
      and

            (g) non-cash consideration received in connection with the sale,
      transfer, lease or disposition of any asset in compliance with Sections
      6.05 and 6.06.



<PAGE>


            SECTION 6.05. Asset Sales. The Company will not, and will not permit
any of its Subsidiaries to, sell, transfer, lease or otherwise dispose of any
asset, including any Equity Interest owned by it, nor will the Company permit
any of its Subsidiaries to issue any additional Equity Interest in such
Subsidiary, except:

            (a) sales, transfers, leases or other dispositions of inventory,
      used or surplus equipment or equipment to Canadian franchisees and
      Permitted Investments, in each case in the ordinary course of business and
      consistent with past practice;

            (b) sales, transfers and dispositions to the Company or a
      Subsidiary; provided that any such sales, transfers or dispositions
      involving a Subsidiary that is not a Loan Party shall be made in
      compliance with Section 6.09;

            (c) sales, transfers and other dispositions of assets (other than
      Equity Interests in a Subsidiary) that are not permitted by any other
      clause of this Section; provided that the aggregate book value of all
      assets sold, transferred or otherwise disposed of in reliance upon this
      clause (c) during any fiscal year of the Company shall not exceed an
      amount equal to 10% of the Company's Consolidated Net Tangible Assets as
      of the commencement of such fiscal year; and

            (d) sales of assets pursuant to sale an leaseback transactions
 permitted by
      Section 6.06;

provided that all sales, transfers, leases and other dispositions permitted
hereby (other than those permitted by clauses (a) and (b) above) shall be made
for fair value and at least 80% cash consideration.

            SECTION 6.06. Sale and Leaseback Transactions. The Company will not,
and will not permit any of its Subsidiaries to, enter into any arrangement,
directly or indirectly, whereby it shall sell or transfer any property, real or
personal, used or useful in its business, whether now owned or hereinafter
acquired, and thereafter rent or lease such property or other property that it
intends to use for substantially the same purpose or purposes as the property
sold or transferred, except (a) the Contemplated Sale/Leaseback Transaction, (b)
any such sale of any fixed or capital assets that is made for consideration
having a cash component in an amount not less than the cost of such fixed or
capital asset and is consummated within 180 days after the Company or such
Subsidiary acquires or completes the construction of such fixed or capital asset
and (c) any other such sale of fixed or capital assets, provided that the
aggregate book value of all assets sold after the Effective Date pursuant to
this clause (c) shall be subject to the limitation set forth in the proviso to
clause (v) of Section 6.01(a).


<PAGE>


            SECTION 6.07. Hedging Agreements. The Company will not, and will not
permit any of its Subsidiaries to, enter into any Hedging Agreement, other than
Hedging Agreements entered into in the ordinary course of business to hedge or
mitigate risks to which the Company or any Subsidiary is exposed in the conduct
of its business or the management of its liabilities.

            SECTION 6.08. Restricted Payments; Certain Payments of Indebtedness.
(a) The Company will not, nor will it permit any Subsidiary to, declare or make,
or agree to pay or make, directly or indirectly, any Restricted Payment, or
incur any obligation (contingent or otherwise) to do so, except (i) the Company
may declare and pay dividends with respect to its capital stock payable solely
in additional shares of its common stock, (ii) Subsidiaries may declare and pay
dividends ratably with respect to their capital stock and (iii) the Company may
make Restricted Payments, not exceeding $10,000,000 during any fiscal year,
pursuant to and in accordance with stock option plans or other benefit plans for
management or employees of the Company and its Subsidiaries.

            (b) The Company will not, nor will it permit any Subsidiary to, make
or agree to pay or make, directly or indirectly, any payment or other
distribution (whether in cash, securities or other property), other than
regularly scheduled payments as and when due, in respect of principal of, or any
payment or other distribution (whether in cash, securities or other property),
including any sinking fund or similar deposit, on account of the purchase,
redemption, retirement, acquisition, cancelation or termination of, (i) any debt
securities issued pursuant to the Indenture, dated as of January 1, 1991,
between the Company and The Chase Manhattan Bank, as indenture trustee or (ii)
any other Indebtedness of the Company or any Subsidiary that is scheduled to
mature after the Maturity Date; provided that the Company may repurchase from
time to time, prior to their maturity, the debt securities referred to in the
preceding clause (i) in open market transactions for a purchase price less than
par so long as the aggregate cost of all such repurchased debt securities does
not exceed U.S.$40,000,000 over the term of the Availability Period; provided
that, after giving effect to any proposed repurchase, (A) no Default shall have
occurred and be continuing, (B) the total U.S. Exposure does not exceed 50% of
the total U.S. Commitments, (C) the total Canadian Exposure does not exceed 50%
of the total Canadian Commitments and (D) the sum of the U.S. Borrowing Base and
the Canadian Borrowing Base is greater than the sum of the total U.S.
Commitments and the total Canadian Commitments.



<PAGE>


            SECTION 6.09. Transactions with Affiliates. The Company will not,
nor will it permit any Subsidiary to, sell, lease or otherwise transfer any
property or assets to, or purchase, lease or otherwise acquire any property or
assets from, or otherwise engage in any other transactions with, any of its
Affiliates, except (a) transactions in the ordinary course of business at prices
and on terms and conditions not less favorable to the Company or such Subsidiary
than could be obtained on an arm's-length basis from unrelated third parties, or
(b) transactions between or among the Loan Parties not involving any other
Affiliate.

            SECTION 6.10. Restrictive Agreements. The Company will not, nor will
it permit any Subsidiary to, directly or indirectly, enter into, incur or permit
to exist any agreement or other arrangement that prohibits, restricts or imposes
any condition upon (a) the ability of the Company or any Subsidiary to create,
incur or permit to exist any Lien upon any property or assets owned by it, or
(b) the ability of any Subsidiary to pay dividends or other distributions with
respect to any shares of its capital stock or to make or repay loans or advances
to the Company or any other Subsidiary or to Guarantee Indebtedness of the
Company or any other Subsidiary; provided that (i) the foregoing shall not apply
to restrictions and conditions imposed by law or by any Loan Document, (ii) the
foregoing shall not apply to customary provisions included in licenses,
contracts, leases, agreements and other instruments restricting assignment
and/or encumbrance, (iii) the foregoing shall not apply to customary
restrictions and conditions contained in agreements relating to the sale of a
Subsidiary pending such sale, provided such restrictions and conditions apply
only to the Subsidiary that is to be sold and such sale is permitted hereunder,
(iv) clause (a) of the foregoing shall not apply to restrictions or conditions
imposed by any agreement relating to secured Indebtedness permitted by this
Agreement if such restrictions or conditions apply only to the property or
assets securing such Indebtedness and (v) clause (a) of the foregoing shall not
apply to customary provisions in leases restricting the assignment thereof.

            SECTION 6.11. Amendment of Material Documents. The Company will not,
nor will it permit any Subsidiary to, amend, modify or waive any of (a) the
provisions of its certificate of incorporation, by-laws or other organizational
documents or (b) its rights under other material documents, in the case of all
of the foregoing, in a manner materially adverse to the Lenders.



<PAGE>


            SECTION 6.12. Fixed Charge Coverage Ratio. The Company will not
permit the ratio of (a) Consolidated EBITDAR to (b) Consolidated Fixed Charges,
in each case for any period of four consecutive fiscal quarters ending during
any period set forth below, to be less than the ratio set forth below opposite
such period:


              Period                                Ratio

Effective Date to and  including                1.40 to 1.00
last day of the fiscal year ending
on or about February 23, 2002

Thereafter to and including last                1.65 to 1.00
day of the fiscal year ending on or
about February 22, 2003

Thereafter                                      1.75 to 1.00


            SECTION 6.13. Total Funded Debt to Consolidated EBITDA Ratio. The
Company will not permit the ratio of (a) Total Funded Debt as of any date during
any period set forth below to (b) Consolidated EBITDA for the period of four
consecutive fiscal quarters most recently ended on or prior to such date, to
exceed the ratio set forth below opposite such period.

-------------------------------------------------------------------------

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

Effective Date to but not including             4.80 to 1.00
last day of the  fiscal year ending
on or about February 23, 2002
-------------------------------------------------------------------------
-------------------------------------------------------------------------

Thereafter to but not including                 4.25 to 1.00
last day of the  fiscal year ending
on or about February 22, 2003
-------------------------------------------------------------------------
-------------------------------------------------------------------------

Thereafter                                      3.50 to 1.00
-------------------------------------------------------------------------




<PAGE>


            SECTION 6.14. Limitation on Capital Expenditures. The Company will
not permit the aggregate amount of Capital Expenditures made by the Company and
the Subsidiaries during any fiscal year set forth below to exceed the sum of,
without duplication and to the extent not already deducted in determining
Capital Expenditures, (a) the amount of Net Proceeds received during such fiscal
year from sales of fixed or capital assets pursuant to transactions permitted by
clause (c) of Section 6.05, plus (b) the application of Net Proceeds
contemplated by clause (b) of the definition of "Prepayment Event", plus (c) the
amount set forth below opposite such period:

-------------------------------------------------------------------------

               Year                                Amount
-------------------------------------------------------------------------
-------------------------------------------------------------------------

Fiscal year ending on or about                  $300,000,000
February 23, 2002
-------------------------------------------------------------------------
-------------------------------------------------------------------------

Fiscal year ending on or about                  $325,000,000
February 22, 2003
-------------------------------------------------------------------------
-------------------------------------------------------------------------

Each fiscal year thereafter                     $350,000,000


-------------------------------------------------------------------------
            SECTION 6.15. Foreign Employee Benefit Plans. Neither the Canadian
Borrower nor any of its Subsidiaries shall, directly or indirectly, (a) permit
the greater of the going concern unfunded liability or the solvency deficiency
under the Foreign Employee Benefit Plans, but only to the extent they are
permitted to remain unfunded under any laws, regulations or rules of any
Governmental Authority, to result in an increase in the aggregate payments to be
made by the Canadian Borrower or any of its Subsidiaries in respect of such
Foreign Employee Benefit Plans in an amount (x) for any year, to be greater than
Can.$10,000,000 for such year when compared to the prior year or (y) to be
greater than Can.$20,000,000 in the aggregate (taking into account all Foreign
Employee Benefit Plans of the Borrower and its Subsidiaries) plus, in each case
the initial annual amount of contributions required by the multi-employer
pension plan referred to on Schedule 3.10(b), (b) fail to make minimum required
contributions to amortize any funding deficiencies under all Foreign Employee
Benefit Plans within the time period set out by the funding agent or as required
by any Governmental Authority; or (c) fail to make a required contribution under
any Foreign Employee Benefit Plan which could result in the imposition of a Lien
upon the assets of Borrower or any of its Subsidiaries within 30 days after the
date such payment becomes due, unless such payment is being contested pursuant
to Section 5.05.

            SECTION 6.16. Limitation on Change in Fiscal Year. The Company will
not permit its fiscal year to end on a date other than the last Saturday in the
month of February in each calendar year.




<PAGE>


                               ARTICLE VII

                            Events of Default

            If any of the following events ("Events of Default") shall occur:

            (a) any Borrower shall fail to pay any principal of any Loan or
      Acceptance Obligation or any reimbursement obligation in respect of any
      L/C Disbursement when and as the same shall become due and payable,
      whether at the due date thereof or at a date fixed for prepayment thereof
      (including, as required under Section 2.10(b)) or otherwise;

            (b) any Borrower shall fail to pay any interest on any Loan or
      Acceptance Obligation or any fee or any other amount (other than an amount
      referred to in clause (a) of this Article) payable under this Agreement or
      any other Loan Document, when and as the same shall become due and
      payable, and such failure shall continue unremedied for a period of three
      Business Days;

            (c) any representation or warranty made or deemed made by or on
      behalf of any Borrower or any other Loan Party in or in connection with
      any Loan Document or any amendment or modification thereof or waiver
      thereunder, or in any report, certificate, financial statement or other
      document furnished pursuant to or in connection with any Loan Document or
      any amendment or modification thereof or waiver thereunder, shall prove to
      have been incorrect in any material respect when made or deemed made;

            (d) any Borrower shall fail to observe or perform any covenant,
      condition or agreement contained in Sections 5.02, 5.04 (with respect to
      the existence of any Borrower) or 5.11 or in Article VI;

            (e) any Loan Party shall fail to observe or perform any covenant,
      condition or agreement contained in any Loan Document (other than those
      specified in clause (a), (b) or (d) of this Article), and such failure
      shall continue unremedied for a period of 30 days after written notice
      thereof from either Administrative Agent to the Company (which notice will
      be given at the request of any Lender);



<PAGE>


            (f) the Company or any Subsidiary shall fail to make any payment
      (whether of principal or interest and regardless of amount) in respect of
      any Material Indebtedness, when and as the same shall become due and
      payable;

            (g) any event or condition occurs that results in any Material
      Indebtedness becoming due prior to its scheduled maturity or that enables
      or permits (after the giving of notice and/or the lapse of any applicable
      grace period) the holder or holders of any Material Indebtedness or any
      trustee or agent on its or their behalf to cause any Material Indebtedness
      to become due, or to require the prepayment, repurchase, redemption or
      defeasance thereof, prior to its scheduled maturity; provided that this
      clause (g) shall not apply to secured Indebtedness that becomes due as a
      result of the voluntary sale or transfer of the property or assets
      securing such Indebtedness;

            (h) an involuntary proceeding shall be commenced or an involuntary
      petition shall be filed seeking (i) liquidation, reorganization or other
      relief in respect of the Company or any Subsidiary or its debts, or of a
      substantial part of its assets, under any Federal, state or foreign
      bankruptcy, insolvency, receivership or similar law now or hereafter in
      effect or (ii) the appointment of a receiver, trustee, custodian,
      sequestrator, conservator or similar official for the Company or any
      Subsidiary or for a substantial part of its assets, and, in any such case,
      such proceeding or petition shall continue undismissed for 60 days or an
      order or decree approving or ordering any of the foregoing shall be
      entered;

            (i) the Company or any Subsidiary shall (i) voluntarily commence any
      proceeding or file any petition seeking liquidation, reorganization or
      other relief under any Federal, state or foreign bankruptcy, insolvency,
      receivership or similar law now or hereafter in effect, (ii) consent to
      the institution of, or fail to contest in a timely and appropriate manner,
      any proceeding or petition described in clause (h) of this Article, (iii)
      apply for or consent to the appointment of a receiver, trustee, custodian,
      sequestrator, conservator or similar official for the Company or any
      Subsidiary or for a substantial part of its assets, (iv) file an answer
      admitting the material allegations of a petition filed against it in any
      such proceeding, (v) make a general assignment for the benefit of
      creditors or (vi) take any action for the purpose of effecting any of the
      foregoing;

            (j) the Company or any Subsidiary shall become unable, admit in
      writing its inability or fail generally to pay its debts as they become
      due;


<PAGE>


            (k) one or more judgments for the payment of money in an aggregate
      amount in excess of U.S.$35,000,000 (or its equivalent) shall be rendered
      against the Company, any Subsidiary or any combination thereof and the
      same shall remain undischarged for a period of 30 consecutive days during
      which execution shall not be effectively stayed, or any action shall be
      legally taken by a judgment creditor to attach or levy upon any assets of
      the Company or any Subsidiary to enforce any such judgment;

            (l) an ERISA Event shall have occurred that when taken together with
      all other ERISA Events that have occurred, could reasonably be expected to
      result in liability of the Company and its Subsidiaries in an aggregate
      amount exceeding U.S.$10,000,000 (or its equivalent);

            (m) any Lien purported to be created under any Security Document
      shall cease to be, or shall be asserted by any Loan Party not to be, a
      valid and perfected Lien on any material portion of the Collateral, with
      the priority required by the applicable Security Document, except (i) as a
      result of the sale or other disposition of the applicable Collateral in a
      transaction permitted under the Loan Documents, (ii) as a result of a
      Collateral Agent's failure (x) to maintain possession of any stock
      certificates, promissory notes or other instruments delivered to it under
      a Pledge Agreement or (y) to file any document delivered by the Loan
      Parties to it for filing or (iii) as a result of a Collateral Agent's
      failure to take any action that the Company reasonably requests, in
      writing, such Collateral Agent to take; or

            (n) a Change in Control shall occur;



<PAGE>


then, and in every such event (other than an event with respect to a Borrower
described in clause (h) or (i) of this Article), and at any time thereafter
during the continuance of such event, the U.S. Administrative Agent may, and at
the request of the Required Lenders shall, by notice to the Company, take either
or both of the following actions, at the same or different times: (i) terminate
the Commitments, and thereupon the Commitments shall terminate immediately, and
(ii) declare the Loans and Acceptance Obligations then outstanding to be due and
payable in whole (or in part, in which case any principal not so declared to be
due and payable may thereafter be declared to be due and payable), and thereupon
the principal of the Loans and Acceptance Obligations so declared to be due and
payable, together with accrued interest thereon and all fees and other
obligations of the Borrowers accrued hereunder, shall become due and payable
immediately, without presentment, demand, protest or other notice of any kind,
all of which are hereby waived by each of the Borrowers; and in case of any
event with respect to any Borrower described in clause (h) or (i) of this
Article, the Commitments shall automatically terminate and the principal of the
Loans and Acceptance Obligations then outstanding, together with accrued
interest thereon and all fees and other obligations of the Borrowers accrued
hereunder, shall automatically become due and payable, without presentment,
demand, protest or other notice of any kind, all of which are hereby waived by
each of the Borrowers.

            Solely for purposes of determining whether a Default has occurred
under clause (h) or (i) or (j) of this Article VII, any reference in any such
clause to any "Subsidiary" shall be deemed not to include any Subsidiary (after
any such event referred to in such clauses, each such Subsidiary shall be deemed
an "Excluded Subsidiary") affected by any event or circumstance referred to in
any such clause that meets all the following conditions: (a) the Company's
direct and indirect investments in and advances to the Subsidiary is less than
1% of the total assets of the Company consolidated as of the end of the most
recently completed fiscal year; (b) the Company's direct and indirect
proportionate share of the total assets (after intercompany eliminations) of the
Subsidiary is less than 1% of the total assets of the Company consolidated as of
the end of the most recently completed fiscal year; and (c) the Company's direct
and indirect equity in the income from continuing operations before income
taxes, extraordinary items and cumulative effect of a change in accounting
principle of the Subsidiary is less than 1% of such income of the Company
consolidated for the most recently completed fiscal year; provided that (i) if
it is necessary to exclude more than one Subsidiary from clause (h) or (j) of
Section 7.01 pursuant to this paragraph in order to avoid a Default thereunder,
all excluded Subsidiaries shall be considered to be a single consolidated
Subsidiary for purposes of determining whether the conditions specified in
clauses (a), (b) and (c) above are satisfied and (ii) a Subsidiary shall not be
excluded from clauses (h) and (j) of Section 6.01 if such Subsidiary holds
rights under any long-term contracts for the purchase of inventory accounting
for more than 5% of the total inventory purchased by the Company and its
Subsidiaries during the most recent Calculation Period.




<PAGE>


                              ARTICLE VIII

                               The Agents

            Each of the Lenders and the Issuing Banks hereby irrevocably
appoints each of the Agents as its agent and authorizes the Agents to take such
actions on its behalf and to exercise such powers as are delegated to each such
Agent, respectively, by the terms of the Loan Documents, together with such
actions and powers as are reasonably incidental thereto.

            Each bank serving as an Agent hereunder shall have the same rights
and powers in its capacity as a Lender as any other Lender and may exercise the
same as though it were not an Agent, and such bank and its Affiliates may accept
deposits from, lend money to and generally engage in any kind of business with
the Company or any Subsidiary or other Affiliate thereof as if it were not an
Agent hereunder.



<PAGE>


            No Agent shall have any duties or obligations except those expressly
set forth in the Loan Documents. Without limiting the generality of the
foregoing, (a) an Agent shall not be subject to any fiduciary or other implied
duties, regardless of whether a Default has occurred and is continuing, (b) an
Agent shall not have any duty to take any discretionary action or exercise any
discretionary powers, except discretionary rights and powers expressly
contemplated by the Loan Documents that such Agent is required to exercise in
writing by the Required Lenders (or such other number or percentage of the
Lenders as shall be necessary under the circumstances as provided in Section
9.02), and (c) except as expressly set forth in the Loan Documents, an Agent
shall not have any duty to disclose, and shall not be liable for the failure to
disclose, any information relating to the Company or any Subsidiary that is
communicated to or obtained by the bank serving as an Agent or any of its
Affiliates in any capacity. An Agent shall not be liable for any action taken or
not taken by it with the consent or at the request of the Required Lenders (or
such other number or percentage of the Lenders as shall be necessary under the
circumstances as provided in Section 9.02) or in the absence of its own gross
negligence or wilful misconduct. An Agent shall be deemed not to have knowledge
of any Default unless and until written notice thereof is given to such Agent by
a Borrower or a Lender, and an Agent shall not be responsible for or have any
duty to ascertain or inquire into (i) any statement, warranty or representation
made in or in connection with any Loan Document, (ii) the contents of any
certificate, report or other document delivered thereunder or in connection
therewith, (iii) the performance or observance of any of the covenants,
agreements or other terms or conditions set forth in any Loan Document, (iv) the
validity, enforceability, effectiveness or genuineness of any Loan Document or
any other agreement, instrument or document, or (v) the satisfaction of any
condition set forth in Article IV or elsewhere in any Loan Document, other than
to confirm receipt of items expressly required to be delivered to such Agent.

            Each Agent shall be entitled to rely upon, and shall not incur any
liability for relying upon, any notice, request, certificate, consent,
statement, instrument, document or other writing believed by it to be genuine
and to have been signed or sent by the proper Person. Each Agent also may rely
upon any statement made to it orally or by telephone and believed by it to be
made by the proper Person, and shall not incur any liability for relying
thereon. Each Agent may consult with legal counsel (who may be counsel for the
Borrowers), independent accountants and other experts selected by it, and shall
not be liable for any action taken or not taken by it in accordance with the
advice of any such counsel, accountants or experts.

            Each Agent may perform any and all its duties and exercise its
rights and powers by or through any one or more sub-agents appointed by it. Each
Agent and any such sub-agent may perform any and all its duties and exercise its
rights and powers through their respective Related Parties. The exculpatory
provisions of the preceding paragraphs shall apply to any such sub-agent and to
the Related Parties of (i) each Agent and (ii) any such sub-agent, and shall
apply to their respective activities in connection with the syndication of the
credit facilities provided for herein as well as activities as Agent.



<PAGE>


            Subject to the appointment and acceptance of a successor Agent as
provided in this paragraph, an Agent may resign at any time by notifying the
Lenders, the other Agents, the Issuing Banks and the Company. Upon any such
resignation, the Required Lenders shall have the right, in consultation with the
Company, to appoint a successor. If no successor shall have been so appointed by
the Required Lenders and shall have accepted such appointment within 30 days
after the retiring Agent gives notice of its resignation, then such retiring
Agent may, on behalf of the Lenders and the Issuing Banks, appoint a successor
Agent which shall be a bank with an office in New York, New York, or Toronto,
Ontario, as applicable, or an Affiliate of any such bank. Upon the acceptance of
its appointment as Agent hereunder by a successor, such successor shall succeed
to and become vested with all the rights, powers, privileges and duties of the
retiring Agent, and such retiring Agent shall be discharged from its duties and
obligations hereunder. The fees payable by the Company to a successor Agent
shall be the same as those payable to its predecessor unless otherwise agreed
between the Company and such successor. After an Agent's resignation hereunder,
the provisions of this Article and Section 9.03 shall continue in effect for the
benefit of such retiring Agent, its sub-agents and their respective Related
Parties in respect of any actions taken or omitted to be taken by any of them
while it was acting as Agent.

            Each Lender acknowledges that it has, independently and without
reliance upon the Agents or any other Lender and based on such documents and
information as it has deemed appropriate, made its own credit analysis and
decision to enter into this Agreement. Each Lender also acknowledges that it
will, independently and without reliance upon the Agents or any other Lender and
based on such documents and information as it shall from time to time deem
appropriate, continue to make its own decisions in taking or not taking action
under or based upon this Agreement, any other Loan Document or related agreement
or any document furnished hereunder or thereunder.


                               ARTICLE IX

                              Miscellaneous

            SECTION 9.01. Notices. Except in the case of notices and other
communications expressly permitted to be given by telephone, all notices and
other communications provided for herein shall be in writing and shall be
delivered by hand or overnight courier service, mailed by certified or
registered mail or sent by telecopy, as follows:

            (a) if to any Borrower, to it in care of the Company at Two Paragon
      Drive, Montvale, New Jersey 07645, Attention of the Treasurer (Telecopy
      No. (201) 571-8036);

            (b) if to the U.S. Administrative Agent, to The Chase Manhattan
      Bank, Loan and Agency Services Group, One Chase Manhattan Plaza, 8th
      Floor, New York, New York 10081, Attention of Concetta Prainito (Telecopy
      No. (212) 552-7500), with a copy to The Chase Manhattan Bank, 270 Park
      Avenue, New York, New York 10017, Attention of Ruby Tulloch (Telecopy No.
      (212) 270-7594);

            (c) if to the Canadian Administrative Agent, to it at One First
 Canadian Place,
      100 King Street West, Suite 6900, Toronto, Ontario M5X 1A4, Attention of
 Amanda Staff
      (Telecopy No. (416) 216-4162);


<PAGE>


            (d) if to the U.S. Issuing Bank, to it at Letters of Credit
 Department, The
      Chase Manhattan Bank, Attention of Christine Siebel (Telecopy No.
(718) 242-6540);

            (e) if to the Canadian Issuing Bank, to it at Corporate Accounts,
The Bank of
      Nova Scotia, Attention of Zorida Shaw and/or Bonnie McKee (Telecopy No.
(416)
      866-6489); and

            (f) if to a Lender, to it at its address (or telecopy number) set
 forth in its
      Administrative Questionnaire.

Any party hereto may change its address or telecopy number for notices and other
communications hereunder by notice to the other parties hereto. All notices and
other communications given to any party hereto in accordance with the provisions
of this Agreement shall be deemed to have been given on the date of receipt.

            SECTION 9.02. Waivers; Amendments. (a) No failure or delay by an
Administrative Agent, a Collateral Agent, an Issuing Bank or any Lender in
exercising any right or power hereunder or under any other Loan Document shall
operate as a waiver thereof, nor shall any single or partial exercise of any
such right or power, or any abandonment or discontinuance of steps to enforce
such a right or power, preclude any other or further exercise thereof or the
exercise of any other right or power. The rights and remedies of the
Administrative Agents, the Collateral Agents, the Issuing Banks and the Lenders
hereunder and under the other Loan Documents are cumulative and are not
exclusive of any rights or remedies that they would otherwise have. No waiver of
any provision of any Loan Document or consent to any departure by any Loan Party
therefrom shall in any event be effective unless the same shall be permitted by
paragraph (b) of this Section, and then such waiver or consent shall be
effective only in the specific instance and for the purpose for which given.
Without limiting the generality of the foregoing, the making of a Loan or
issuance of an Acceptance or a Letter of Credit shall not be construed as a
waiver of any Default, regardless of whether an Administrative Agent, a
Collateral Agent, any Lender or an Issuing Bank may have had notice or knowledge
of such Default at the time.



<PAGE>




            (b) Neither this Agreement nor any other Loan Document nor any
provision hereof or thereof may be waived, amended or modified except, in the
case of this Agreement, pursuant to an agreement or agreements in writing
entered into by the Borrowers and the Required Lenders or, in the case of any
other Loan Document, pursuant to an agreement or agreements in writing entered
into by the Agent that is a party thereto and the Loan Party or Loan Parties
that are parties thereto, in each case with the consent of the Required Lenders;
provided that no such agreement shall (i) increase the Commitment of any Lender
without the written consent of such Lender, (ii) reduce the principal amount of
any Loan, Acceptance Obligation or unreimbursed L/C Disbursement or reduce the
rate of interest thereon, or reduce any fees payable hereunder, without the
written consent of each Lender affected thereby, (iii) postpone the scheduled
date of payment of the principal amount of any Loan under Section 2.09, or date
for the payment of any Acceptance Obligation, or the required date of
reimbursement of any L/C Disbursement, or any date for the payment of any
interest or fees payable hereunder, or reduce the amount of, waive or excuse any
such payment, or postpone the scheduled date of expiration of any Commitment,
without the written consent of each Lender affected thereby, (iv) change Section
2.17(b) or (c) in a manner that would alter the pro rata sharing of payments
required thereby, without the written consent of each Lender, (v) change any of
the provisions of this Section or the percentage set forth in the definition of
"Required Lenders" or any other provision of any Loan Document specifying the
number or percentage of Lenders (or Lenders of any Class) required to waive,
amend or modify any rights thereunder or make any determination or grant any
consent thereunder, without the written consent of each Lender (or each Lender
of such Class, as the case may be), (vi) change any of the provisions of the
definitions of "Canadian Borrowing Base", "U.S. Borrowing Base", "Eligible Store
Inventory", "Eligible Warehouse Inventory", or "Eligible Real Estate", in each
case in a manner adverse to the interests of the Lenders, without the written
consent of the Required Lenders (calculated for this purpose as though the
percentage specified in the definition of "Required Lenders" were 66-2/3%
instead of 50%), (vii) increase the total U.S. Commitments or the total Canadian
Commitments (other than pursuant to a reallocation or consolidation of
Commitments in accordance with Section 2.08 or 2.21), without the written
consent of the Required Lenders (calculated for this purpose as though the
percentage specified in the definition of "Required Lenders" were 66-2/3%
instead of 50%), (viii) release any Loan Party from its Guarantee under the
applicable Guarantee Agreement (except as expressly provided in such Guarantee
Agreement), or limit its liability in respect of such Guarantee, without the
written consent of each Lender, (ix) release all or any substantial part of the
Collateral from the Liens of the Security Documents (except with respect to
sales or transfers of, and other transactions relating to, Collateral permitted
pursuant to the Loan Documents), without the written consent of each Lender or
(x) effect any waiver, amendment or modification that by its terms affects the
U.S. Lenders only without the prior written consent of a majority in interest of
the U.S. Lenders, or affects the Canadian Lenders only without the prior written
consent of a majority in interest of the Canadian Lenders or affects the rights
and interests of U.S. Lenders differently than those of Canadian Lenders, or
affects the rights and interests of Canadian Lenders differently than those of
U.S. Lenders, without in any such case the prior written consent of a majority
in interest of the U.S. Lenders and the Canadian Lenders, as separate classes;
provided further that no such agreement shall amend, modify or otherwise affect
the rights or duties of any Administrative Agent or Issuing Bank or Collateral
Agent without the prior written consent of such Administrative Agent or Issuing
Bank or Collateral Agent, as the case may be. Notwithstanding the foregoing, any
provision of this Agreement may be amended by an agreement in writing entered
into between the Borrowers, the Required Lenders and the Administrative Agents
(and, if their rights or obligations are affected thereby, the Issuing Banks) if
(i) by the terms of such agreement the Commitment of each Lender not consenting
to the amendment provided for therein shall terminate upon the effectiveness of
such amendment and (ii) at the time such amendment becomes effective, each
Lender not consenting thereto receives payment in full of the principal of and
interest accrued on each Loan and Acceptance Obligation owed to it and all other
amounts owing to it or accrued for its account under this Agreement.



<PAGE>


            SECTION 9.03. Expenses; Indemnity; Damage Waiver. (a) The U.S.
Borrowers agree, jointly and severally, and the Canadian Borrower agrees, to pay
(i) all reasonable out-of-pocket expenses incurred by the Administrative Agents,
the Collateral Agents and their respective Affiliates, including the reasonable
fees, charges and disbursements of counsel for the Administrative Agents and the
Collateral Agents in connection with the syndication of the credit facilities
provided for herein, the preparation and administration of the Loan Documents or
any amendments, modifications or waivers of the provisions thereof (whether or
not the transactions contemplated hereby or thereby shall be consummated), (ii)
all reasonable out-of-pocket expenses incurred by the Issuing Banks in
connection with the issuance, amendment, renewal or extension of any Letter of
Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses
incurred by the Administrative Agents, the Collateral Agents, the Issuing Banks
or any Lender, including the reasonable fees, charges and disbursements of any
counsel for the Administrative Agents, the Collateral Agents, the Issuing Banks
or any Lender, in connection with the enforcement or protection of their rights
in connection with the Loan Documents, including their rights under this
Section, or in connection with the Loans made, Acceptances created or Letters of
Credit issued hereunder, including all such out-of-pocket expenses incurred
during any workout, restructuring or negotiations in respect of such Loans,
Acceptances or Letters of Credit.

            (b) The U.S. Borrowers agree, jointly and severally, and the
Canadian Borrower agrees, to indemnify the Administrative Agents, the Collateral
Agents, the Issuing Banks and each Lender, and each Related Party of any of the
foregoing Persons (each such Person being called an "Indemnitee") against, and
hold each Indemnitee harmless from, any and all losses, claims, damages,
liabilities and related expenses, including the reasonable fees, charges and
disbursements of any counsel for any Indemnitee, incurred by or asserted against
any Indemnitee arising out of, in connection with, or as a result of (i) the
execution or delivery of any Loan Document or any other agreement or instrument
contemplated hereby, the performance by the parties to the Loan Documents of
their respective obligations thereunder or the consummation of the Transactions
or any other transactions contemplated hereby, (ii) any Loan, Acceptance or
Letter of Credit or the use of the proceeds therefrom (including any refusal by
an Issuing Bank to honor a demand for payment under a Letter of Credit if the
documents presented in connection with such demand do not strictly comply with
the terms of such Letter of Credit), (iii) any actual or alleged presence or
release of Hazardous Materials on or from any Mortgaged Property or any other
property currently or formerly owned or operated by the Company or any of its
subsidiaries, or any Environmental Liability related in any way to the Company
or any of its subsidiaries, or (iv) any actual or prospective claim, litigation,
investigation or proceeding relating to any of the foregoing, whether based on
contract, tort or any other theory and regardless of whether any Indemnitee is a
party thereto; provided that such indemnity shall not, as to any Indemnitee, be
available to the extent that such losses, claims, damages, liabilities or
related expenses are determined by a court of competent jurisdiction by final
judgment to have resulted from the gross negligence or wilful misconduct of such
Indemnitee.



<PAGE>


            (c) To the extent that the Borrowers fail to pay any amount required
to be paid by them to an Administrative Agent, a Collateral Agent or an Issuing
Bank under paragraph (a) or (b) of this Section, each Lender severally agrees to
pay to such Administrative Agent, such Collateral Agent or such Issuing Bank, as
the case may be, such Lender's pro rata share (determined as of the time that
the applicable unreimbursed expense or indemnity payment is sought) of such
unpaid amount; provided that the unreimbursed expense or indemnified loss,
claim, damage, liability or related expense, as the case may be, was incurred by
or asserted against such Administrative Agent, such Collateral Agent or such
Issuing Bank in its capacity as such. For purposes hereof, a Lender's "pro rata
share" shall be determined based upon its share of the sum of the aggregate
amount of the total Commitments at the time.

            (d) To the extent permitted by applicable law, none of the Borrowers
shall assert, and each of the Borrowers hereby waives, any claim against any
Indemnitee, on any theory of liability, for special, indirect, consequential or
punitive damages (as opposed to direct or actual damages) arising out of, in
connection with, or as a result of, this Agreement or any agreement or
instrument contemplated hereby, the Transactions, any Loan, Acceptance or Letter
of Credit or the use of the proceeds thereof.

            (e) All amounts due under this Section shall be payable promptly
after written demand therefor.

            SECTION 9.04. Successors and Assigns. (a) The provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns permitted hereby (including any
Affiliate of an Issuing Bank that issues any Letter of Credit), except that no
Borrower may assign or otherwise transfer any of its rights or obligations
hereunder without the prior written consent of each of the Lenders (and any
attempted assignment or transfer by a Borrower without such consent shall be
null and void). Nothing in this Agreement, expressed or implied, shall be
construed to confer upon any Person (other than the parties hereto, their
respective successors and assigns permitted hereby (including any Affiliate of
an Issuing Bank that issues any Letter of Credit) and, to the extent expressly
contemplated hereby, the Related Parties of each of the Administrative Agents,
the Collateral Agents, the Issuing Banks and the Lenders) any legal or equitable
right, remedy or claim under or by reason of this Agreement.



<PAGE>


            (b) Each Lender may assign to one or more assignees all or a portion
of its rights and obligations under this Agreement (including all or a portion
of its Commitment, the Loans and Acceptance Obligations at the time owing to it
and its participation in Letters of Credit); provided that (i) except in the
case of an assignment to a Lender or an Affiliate of a Lender, each of the
Company, the Administrative Agents and the Issuing Banks must give their prior
written consent to such assignment (which consents shall not be unreasonably
withheld), (ii) except in the case of an assignment of the entire remaining
amount of the assigning Lender's Commitment, the amount of the Commitment of the
assigning Lender to be assigned pursuant to each such assignment (determined as
of the date the Assignment and Acceptance with respect to such assignment is
delivered to the applicable Administrative Agent) shall not be less than U.S.
$5,000,000 unless each of the Company and the applicable Administrative Agent
otherwise consent, (iii) each partial assignment shall be made as an assignment
of a proportionate part of all the assigning Lender's rights and obligations
under this Agreement, except that this clause (iii) shall not be construed to
prohibit the assignment of a proportionate part of all the assigning Lender's
rights and obligations in respect of one Class of Commitments or Loans, (iv) the
parties to each such assignment shall execute and deliver to the applicable
Administrative Agent an Assignment and Acceptance, together with a processing
and recordation fee of U.S.$3,500, in the case of fees payable to the U.S.
Administrative Agent, or Cdn.$4,500, in the case of fees payable to the Canadian
Administrative Agent (except such fee shall not be payable in the case of an
assignment by any Lender to any of its affiliates or an assignment pursuant to
Sections 2.08 or 2.18) and (v) the assignee, if it shall not be a Lender, shall
deliver to the applicable Administrative Agent an Administrative Questionnaire;
and provided further that any consent of the Company otherwise required under
this paragraph shall not be required if a Default has occurred and is
continuing. Subject to acceptance and recordation in the Register pursuant to
paragraph (d) of this Section, from and after the effective date specified in
each Assignment and Acceptance, which effective date shall be at least five U.S.
Business Days (or, if the assignee is a Canadian Lender, five Canadian Business
Days) after the execution and recordation thereof, the assignee thereunder shall
be a party hereto and, to the extent of the interest assigned by such Assignment
and Acceptance, have the rights and obligations of a Lender under this
Agreement, and the assigning Lender thereunder shall, to the extent of the
interest assigned by such Assignment and Acceptance, be released from its
obligations under this Agreement (and, in the case of an Assignment and
Acceptance covering all the assigning Lender's rights and obligations under this
Agreement such Lender shall cease to be a party hereto but shall continue to be
entitled to the benefits of Sections 2.14, 2.15, 2.16 and 9.03). Any assignment
or transfer by a Lender of rights or obligations under this Agreement that does
not comply with this paragraph shall be treated for purposes of this Agreement
as a sale by such Lender of a participation in such rights and obligations in
accordance with paragraph (e) of this Section.



<PAGE>


            (c) The Canadian Administrative Agent shall furnish to the U.S.
Administrative Agent a copy of each Assignment and Acceptance with respect to a
Canadian Commitment. The U.S. Administrative Agent, acting for this purpose as
an agent of the Borrowers, shall maintain at one of its offices in The City of
New York a copy of each Assignment and Acceptance delivered to it and a register
for the recordation of the names and addresses of the Lenders, and the
Commitment of, and principal amount of the Loans and Acceptance Obligations and
L/C Disbursements owing to, each Lender pursuant to the terms hereof from time
to time (the "Register"). The entries in the Register shall be conclusive, and
the Borrowers, the Administrative Agents, the Issuing Banks and the Lenders may
treat each Person whose name is recorded in the Register pursuant to the terms
hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding
notice to the contrary. The Register shall be available for inspection by the
Borrowers, the Issuing Banks and any Lender, at any reasonable time and from
time to time upon reasonable prior notice.

            (d) Upon its receipt of a duly completed Assignment and Acceptance
executed by an assigning Lender and an assignee, the assignee's completed
Administrative Questionnaire (unless the assignee shall already be a Lender
hereunder), the processing and recordation fee referred to in paragraph (b) of
this Section and any written consent to such assignment required by paragraph
(b) of this Section, the applicable Administrative Agent shall accept such
Assignment and Acceptance and record the information contained therein in the
Register. No assignment shall be effective for purposes of this Agreement unless
it has been recorded in the Register as provided in this paragraph.



<PAGE>


            (e) Any Lender may, without the consent of the Borrowers, the
Administrative Agents, the Collateral Agents or the Issuing Banks, sell
participations to one or more banks or other entities (a "Participant") in all
or a portion of such Lender's rights and obligations under this Agreement
(including all or a portion of its Commitment and the Loans owing to it);
provided that (i) such Lender's obligations under this Agreement shall remain
unchanged, (ii) such Lender shall remain solely responsible to the other parties
hereto for the performance of such obligations and (iii) the Borrowers, the
Administrative Agents, the Collateral Agents, the Issuing Banks and the other
Lenders shall continue to deal solely and directly with such Lender in
connection with such Lender's rights and obligations under this Agreement. Any
agreement or instrument pursuant to which a Lender sells such a participation
shall provide that such Lender shall retain the sole right to enforce the Loan
Documents and to approve any amendment, modification or waiver of any provision
of the Loan Documents; provided that such agreement or instrument may provide
that such Lender will not, without the consent of the Participant, agree to any
amendment, modification or waiver described in the first proviso to Section
9.02(b) that affects such Participant. Subject to paragraph (f) of this Section,
each Borrower agrees that each Participant shall be entitled to the benefits of
Sections 2.14, 2.15 and 2.16 to the same extent as if it were a Lender and had
acquired its interest by assignment pursuant to paragraph (b) of this Section.
To the extent permitted by law, each Participant also shall be entitled to the
benefits of Section 9.08 as though it were a Lender, provided such Participant
agrees to be subject to Section 2.17(c) as though it were a Lender.

            (f) A Participant shall not be entitled to receive any greater
payment under Section 2.14 or 2.16 than the applicable Lender would have been
entitled to receive with respect to the participation sold to such Participant,
unless the sale of the participation to such Participant is made with a
Borrower's prior written consent. A Participant that would be a Non-U.S. Lender
or a Non-Canadian Lender if it were a Lender shall not be entitled to the
benefits of Section 2.16 unless the Company is notified of the participation
sold to such Participant and such Participant agrees, for the benefit of the
Borrowers, to comply with Section 2.16(e) as though it were a Lender.

            (g) Any Lender may at any time pledge or assign a security interest
in all or any portion of its rights under this Agreement to secure obligations
of such Lender, including any pledge or assignment to secure obligations to a
Federal Reserve Bank, and this Section shall not apply to any such pledge or
assignment of a security interest; provided that no such pledge or assignment of
a security interest shall release a Lender from any of its obligations hereunder
or substitute any such pledgee or assignee for such Lender as a party hereto.



<PAGE>


            SECTION 9.05. Survival. All covenants, agreements, representations
and warranties made by the Loan Parties in the Loan Documents and in the
certificates or other instruments delivered in connection with or pursuant to
this Agreement or any other Loan Document shall be considered to have been
relied upon by the other parties hereto and shall survive the execution and
delivery of the Loan Documents and the making of any Loans, the acceptance of
any Acceptances and issuance of any Letters of Credit, regardless of any
investigation made by any such other party or on its behalf and notwithstanding
that an Administrative Agent, a Collateral Agent, an Issuing Bank or any Lender
may have had notice or knowledge of any Default or incorrect representation or
warranty at the time any credit is extended hereunder, and shall continue in
full force and effect as long as the principal of or any accrued interest on any
Loan or any fee or any other amount payable under this Agreement is outstanding
and unpaid or any Letter of Credit or Acceptance Obligations is outstanding and
so long as the Commitments have not expired or terminated. The provisions of
Sections 2.14, 2.15, 2.16 and 9.03 and Article VIII shall survive and remain in
full force and effect regardless of the consummation of the transactions
contemplated hereby, the repayment of the Loans and Acceptance Obligations, the
expiration or termination of the Letters of Credit and the Commitments or the
termination of this Agreement or any provision hereof.

            SECTION 9.06. Counterparts; Integration; Effectiveness. This
Agreement may be executed in counterparts (and by different parties hereto on
different counterparts), each of which shall constitute an original, but all of
which when taken together shall constitute a single contract. This Agreement,
the other Loan Documents and any separate letter agreements with respect to fees
payable to the Administrative Agents constitute the entire contract among the
parties relating to the subject matter hereof and supersede any and all previous
agreements and understandings, oral or written, relating to the subject matter
hereof. Except as provided in Section 4.01, this Agreement shall become
effective when it shall have been executed by each of the Administrative Agents
and when the U.S. Administrative Agent shall have received counterparts hereof
which, when taken together, bear the signatures of each of the other parties
hereto, and thereafter shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns. Delivery of an
executed counterpart of a signature page of this Agreement by telecopy shall be
effective as delivery of a manually executed counterpart of this Agreement.

            SECTION 9.07. Severability. Any provision of this Agreement held to
be invalid, illegal or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity, illegality or
unenforceability without affecting the validity, legality and enforceability of
the remaining provisions hereof; and the invalidity of a particular provision in
a particular jurisdiction shall not invalidate such provision in any other
jurisdiction.



<PAGE>


            SECTION 9.08. Right of Setoff. If one or more Events of Default
shall have occurred and be continuing, each Lender shall have the right, in
addition to and not in limitation of any right which any such Lender may have
under applicable law or otherwise, to set off and apply any and all deposits
(general or special, time or demand, provisional or final) at any time held and
other obligations at any time owing by such Lender or its Affiliates to or for
the credit or the account of any of the Borrowers against any of and all the
obligations of any of the Borrowers now or hereafter existing under this
Agreement and the other Loan Documents held by such Lender, irrespective of
whether or not such Lender shall have made any demand under this Agreement or
such other Loan Document and although such obligations may be unmatured. The
rights of each Lender under this Section 9.08 are in addition to other rights
and remedies (including other rights of setoff) which such Lender may have.

            SECTION 9.09.  GOVERNING LAW; Jurisdiction; Consent to Service of
Process.
(a)  THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE
LAW OF THE
STATE OF NEW YORK.

            (b) Each of the Borrowers hereby irrevocably and unconditionally
submits, for itself and its property, to the nonexclusive jurisdiction of the
Supreme Court of the State of New York sitting in New York County and of the
United States District Court of the Southern District of New York, and any
appellate court from any thereof, in any action or proceeding arising out of or
relating to any Loan Document, or for recognition or enforcement of any
judgment, and each of the parties hereto hereby irrevocably and unconditionally
agrees that all claims in respect of any such action or proceeding may be heard
and determined in such New York State or, to the extent permitted by law, in
such Federal court. Each of the parties hereto agrees that a final judgment in
any such action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law.
Nothing in this Agreement or any other Loan Document shall affect any right that
an Administrative Agent, a Collateral Agent, an Issuing Bank or any Lender may
otherwise have to bring any action or proceeding relating to this Agreement or
any other Loan Document against any of the Borrowers or their respective
properties in the courts of any jurisdiction.

            (c) Each of the Borrowers hereby irrevocably and unconditionally
waives, to the fullest extent it may legally and effectively do so, any
objection which it may now or hereafter have to the laying of venue of any suit,
action or proceeding arising out of or relating to this Agreement or any other
Loan Document in any court referred to in paragraph (b) of this Section. Each of
the parties hereto hereby irrevocably waives, to the fullest extent permitted by
law, the defense of an inconvenient forum to the maintenance of such action or
proceeding in any such court.

            (d) Each party to this Agreement irrevocably consents to service of
process in the manner provided for notices in Section 9.01. Nothing in this
Agreement or any other Loan Document will affect the right of any party to this
Agreement to serve process in any other manner permitted by law.



<PAGE>


            SECTION 9.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A
TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR
RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH
PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD
NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)
ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER
INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION.

            SECTION 9.11. Headings. Article and Section headings and the Table
of Contents used herein are for convenience of reference only, are not part of
this Agreement and shall not affect the construction of, or be taken into
consideration in interpreting, this Agreement.



<PAGE>


            SECTION 9.12. Confidentiality. Each of the Administrative Agents,
the Collateral Agents, the Issuing Banks and the Lenders agrees to maintain the
confidentiality of the Information (as defined below) except that Information
may be disclosed (a) to its and its Affiliates' directors, officers, employees
and agents, including accountants, legal counsel and other advisors (it being
understood that the Persons to whom such disclosure is made will be informed of
the confidential nature of such Information and instructed to keep such
Information confidential), (b) to the extent requested by any regulatory
authority, (c) to the extent required by applicable laws or regulations or by
any subpoena or similar legal process, (d) to any other party to this Agreement,
(e) in connection with the exercise of any remedies hereunder or any suit,
action or proceeding relating to this Agreement or any other Loan Document or
the enforcement of rights hereunder or thereunder, (f) subject to an agreement
containing provisions substantially the same as those of this Section, to any
assignee of or Participant in, or any prospective assignee of or Participant in,
any of its rights or obligations under this Agreement, (g) with the consent of
the Company or the Canadian Borrower or (h) to the extent such Information (i)
becomes publicly available other than as a result of a breach of this Section or
(ii) becomes available to an Administrative Agent, a Collateral Agent, an
Issuing Bank or any Lender on a nonconfidential basis from a source other than
the Borrowers. For the purposes of this Section, "Information" means all
information received from any of the Borrowers relating to the Borrowers or
their business, other than any such information that is available to an
Administrative Agent, a Collateral Agent, an Issuing Bank or any Lender on a
nonconfidential basis prior to disclosure by any of the Borrowers; provided
that, in the case of information received from a Borrower after the date hereof,
such information is clearly identified at the time of delivery as confidential.
Any Person required to maintain the confidentiality of Information as provided
in this Section shall be considered to have complied with its obligation to do
so if such Person has exercised the same degree of care to maintain the
confidentiality of such Information as such Person would accord to its own
confidential information.

            SECTION 9.13. Interest Rate Limitation. Notwithstanding anything
herein to the contrary, if at any time the interest rate applicable to any Loan,
together with all fees, charges and other amounts which are treated as interest
on such Loan under applicable law (collectively, the "Charges"), shall exceed
the maximum lawful rate (the "Maximum Rate") which may be contracted for,
charged, taken, received or reserved by the Lender holding such Loan in
accordance with applicable law, the rate of interest payable in respect of such
Loan hereunder, together with all Charges payable in respect thereof, shall be
limited to the Maximum Rate and, to the extent lawful, the interest and Charges
that would have been payable in respect of such Loan but were not payable as a
result of the operation of this Section shall be cumulated and the interest and
Charges payable to such Lender in respect of other Loans or periods shall be
increased (but not above the Maximum Rate therefor) until such cumulated amount,
together with interest thereon at the Federal Funds Effective Rate (or, in the
case of amounts denominated in Canadian dollars, the rate from time to time
determined by the Canadian Administrative Agent to represent its cost of
overnight Canadian dollars) to the date of repayment, shall have been received
by such Lender.



<PAGE>





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


                              THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.,

                                by
                                    /s/ Mitchell P. Goldstein
                                    Name:  Mitchell P. Goldstein
                                    Title: Senior Vice President


                              THE GREAT ATLANTIC & PACIFIC COMPANY OF CANADA,
                              LIMITED,

                                by
                                /s/ Mitchell P. Goldstein
                              Name:  Mitchell P.
                                    Goldstein
                                Title: Treasurer


                              THE CHASE MANHATTAN BANK, as U.S. Administrative
                               Agent,

                                by
                              /s/ Barry K. Bergman
                             Name: Barry K. Bergman
                              Title: Vice President


                              THE CHASE MANHATTAN BANK OF CANADA, as Canadian
                              Administrative Agent,

                                by
                               /s/ Christine Chan
                              Name: Christine Chan
                              Title: Vice President

                                by
                                /s/ Sara Collins
                               Name: Sara Collins
                                    Title: Authorized Representative




<PAGE>


                              THE CHASE MANHATTAN BANK, TORONTO BRANCH, as a
                              Lender party
                              hereto,

                                by
                               /s/ Christine Chan
                              Name: Christine Chan
                                   Title: Authorized Representative
                                by
                                /s/ Sara Collins
                               Name: Sara Collins
                                    Title: Authorized Representative


                              COMPASS FOODS, INC.,

                                by
                                    /s/ Mitchell P. Goldstein
                                    Name:  Mitchell P. Goldstein
                              Title: Vice President


                              BORMAN'S, INC.,

                                by
                                    /s/ Mitchell P. Goldstein
                                    Name:  Mitchell P. Goldstein
                              Title: Vice President


                              KOHL'S FOOD STORES, INC.,

                                by
                                    /s/ Mitchell P. Goldstein
                                    Name:  Mitchell P. Goldstein
                              Title: Vice President


                              SHOPWELL, INC.,

                                by
                                    /s/ Mitchell P. Goldstein
                                    Name:  Mitchell P. Goldstein
                              Title: Vice President




<PAGE>


                              WALDBAUM, INC.,

                                by
                                    /s/ Mitchell P. Goldstein
                                    Name:  Mitchell P. Goldstein
                              Title: Vice President


                              SUPER FRESH FOOD MARKETS, INC.,

                                by
                                    /s/ Mitchell P. Goldstein
                                    Name:  Mitchell P. Goldstein
                              Title: Vice President


                              SUPER MARKET SERVICE CORP.,

                                by
                                    /s/ Mitchell P. Goldstein
                                    Name:  Mitchell P. Goldstein
                              Title: Vice President


                              FOOTHILL CAPITAL CORPORATION, as a Lender party
                               hereto

                                by
                                /s/ Rina Shinoda
                               Name: Rina Shinoda
                              Title: Vice President


                              THE BANK OF NOVA SCOTIA, as a Lender party hereto

                                by
                               /s/ Michael Seguin
                              Name: Michael Seguin
                                Title: Associate

                                by
                                 /s/ K. Coulson
                                Name: K. Coulson
                                 Title: Director




<PAGE>


                              LA SALLE BUSINESS CREDIT, INC. as a Lender party
                              hereto

                                by
                              /s/ Lawrence P. Garni
                             Name: Lawrence P. Garni
                                    Title: First Vice President



                              FLEET CAPITAL CORPORATION, as a Lender party
                              hereto

                                by
                             /s/ Michael Kerneklian
                                    Name:  Michael Kerneklian
                              Title: Vice President



                              HELLER FINANCIAL, INC., as a Lender party hereto

                                by
                             /s/ Thomas W. Bukowski
                                    Name:  Thomas W. Bukowski
                                    Title: Senior Vice President


                              TRANSAMERICA BUSINESS CREDIT CORPORATION, as a
                               Lender party
                              hereto

                                by
                             /s/ Stephen Goetschius
                                    Name:  Stephen Goetschius
                                    Title: Senior Vice President


                              DEBIS FINANCIAL SERVICES, INC., as a Lender
                              party hereto

                                by
                             /s/ James M. Vandervalk
                                    Name:  James M. Vandervalk
                                    Title: President of ABL Division




<PAGE>


                              IBJ WHITEHALL BUSINESS CREDIT CORPORATION, as a
                              Lender party
                              hereto

                                by
                                /s/ Tod R. Angus
                               Name: Tod R. Angus
                              Title: Vice President


                              CITIZENS BUSINESS CREDIT CO., A DIVISION OF
                              CITIZENS LEASING
                              CORP., as a Lender party hereto

                                by
                             /s/ Vincent P. O'Leary
                                    Name:  Vincent P. O'Leary
                                    Title: Senior Vice President


                              GMAC COMMERCIAL CREDIT LLC, as a Lender party
                              hereto

                                by
                               /s/ Frank Imperati
                              Name: Frank Imperati
                                    Title: Senior Vice President


                              GMAC COMMERCIAL CREDIT CORPORATION CANADA, as a
                              Lender party
                              hereto

                                by
                                 /s/ Sam Cirelli
                                Name: Sam Cirelli
                                    Title: Executive Vice President


                             GMAC BUSINESS CREDIT, LLC, as a Lender party hereto

                                by
                             /s/ W. Wakefield Smith
                                    Name:  W. Wakefield Smith
                                 Title: Director




<PAGE>


                              NATIONAL CITY BANK, as a Lender party hereto

                                by
                             /s/ Thomas J. McDonnell
                                    Name:  Thomas J. McDonnell
                                    Title: Senior Vice President


                              AMSOUTH BANK, as a Lender party hereto

                                by
                                /s/ George Grieco
                               Name: George Grieco
                             Title: Attorney-in-fact


                              BAYERISCHE LANDESBANK GIROZENTRALE,
                              CAYMAN ISLANDS BRANCH, as
                              a Lender party hereto

                                by
                              /s/ Alexander Kohnert
                             Name: Alexander Kohnert
                                    Title: First Vice President

                                by
                              /s/ Wolfgan Kottmann
                             Name: Wolfgan Kottmann
                              Title: Vice President


                              SIEMENS FINANCIAL SERVICES, INC., as a Lender
                              party hereto

                                by
                                /s/ Frank Amodio
                               Name: Frank Amodio
                              Title: Vice President


                              EUROPEAN AMERICAN BANK, as a Lender party hereto

                                by
                             /s/ Anthony V. Pantina
                                    Name:  Anthony V. Pantina
                              Title: Vice President




<PAGE>


                              FIRSTAR BANK, N.A., as a Lender party hereto

                                by
                              /s/ Sandra J. Hartay
                             Name: Sandra J. Hartay
                              Title: Vice President


                              HIBERNIA NATIONAL BANK, as a Lender party hereto

                                by
                                 /s/ Lloyd Drumm
                                Name: Lloyd Drumm
                                    Title: Assistant Vice President


                              MICHIGAN NATIONAL BANK, as a Lender party hereto

                                by
                               /s/ Jason Bierlein
                              Name: Jason Bierlein
                                    Title: Relationship Manager


                              THE PROVIDENT BANK, as a Lender party hereto

                                by
                                /s/ Jose V. Garde
                               Name: Jose V. Garde
                              Title: Vice President


                              THE BANK OF NEW YORK, as a Lender party hereto

                                by
                                    /s/ Howard F. Bascom, Jr.
                                    Name:  Howard F. Bascom, Jr.
                              Title: Vice President


<PAGE>




[NyCorp; creditagreement501; 05/14/01--11:20 AM]
                                                           SCHEDULE 1(a)

                     Existing U.S. Letters of Credit

          Letters of Credit Issued by The Chase Manhattan Bank

L/C Number   Beneficiary                        Amount                 Landlord


P-210627  Salomon Brothers Realty Corp   U.S.$118,751 Valley Stream-Grocery, LLC
P-210621     Salomon Brothers Realty Corp     213,775 Valley Stream-Grocery, LLC
P-210642     Salomon Brothers Realty Corp     424,234 Benenson Howard Beach, LLC
P-210612     Salomon Brothers Realty Corp       437,460 Farmingdale-Grocery, LLC
P-210605     Salomon Brothers Realty Corp     127,428 Benenson Howard Beach, LLC
P-471348     Salomon Brothers Realty Corp        471,348 Huntington-Grocery, LLC
P-210611     Salomon Brothers Realty Corp       157,921 Farmingdale-Grocery, LLC
P-210607     Salomon Brothers Realty Corp        187,880 Huntington-Grocery, LLC
P-210613     Salomon Brothers Realty Corp        12,000 Farmingdale-Grocery, LLC
P-210620     Salomon Brothers Realty Corp      12,000 Valley Stream-Grocery, LLC
P-210619     Salomon Brothers Realty Corp           359,208 Hoboken-Clinton
                                                            Avenue-Grocery, LLC
P-210624     Salomon Brothers Realty Corp     213,775 Valley Stream-Grocery, LLC
P-210623     Salomon Brothers Realty Corp     424,234 Benenson Howard Beach, LLC
P-210618     Salomon Brothers Realty Corp       2,386,536 Baltimore-Grocery, LLC
P-210629     Salomon Brothers Realty Corp   2,359,039 Central Islip-Grocery, LLC
P-210628     Salomon Brothers Realty Corp       490,560 Lindenhurst-Grocery, LLC
P-210616     Salomon Brothers Realty Corp       437,460 Farmingdale-Grocery, LLC
P-210625     Salomon Brothers Realty Corp        471,348 Huntington-Grocery, LLC
P-210614     Salomon Brothers Realty Corp           359,208 Hoboken-Clinton
                                                            Avenue-Grocery, LLC
P-210617     Salomon Brothers Realty Corp        306,651 Ocean City-Grocery, LLC
P-210618     Salomon Brothers Realty Corp       2,386,536 Baltimore-Grocery, LLC
P-210622     Salomon Brothers Realty Corp   2,359,039 Central Islip-Grocery, LLC
P-210630     Salomon Brothers Realty Corp       490,560 Lindenhurst-Grocery, LLC
P-210631     Salomon Brothers Realty Corp        306,651 Ocean City-Grocery, LLC
P-210632     Salomon Brothers Realty Corp         397,461 White Oak-Grocery, LLC
P-210633     Salomon Brothers Realty Corp         397,461 White Oak-Grocery, LLC
P-210593     Salomon Brothers Realty Corp     351,245 Central Islip-Grocery, LLC

             ------------------------------
Total amount of Chase Letters of Credit     U.S.$16,659,769

                      Letters of Credit Issued by The Bank of New York


--------------------------------------------------------------------------------
L/C Number    Type                                   Amount         Maturity
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

-------------------------------------------------------------------------------
--------------------------------------------------------------------------------
30228         Standby                       U.S.$15,059,000         2/14/02
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
139372        Commercial                          1,648,394         6/21/01
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
196380        Commercial                          2,750,000         6/21/01
-------------------------------------------------------------------------------
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Total amount of BoNY Letters of Credit      U.S.$19,457,394
--------------------------------------------------------------------------------




<PAGE>


                                                                              3



[NyCorp; creditagreement501; 05/14/01--11:20 AM]
              Existing Canadian Letters of Credit


L/C Number                                      Amount                    Expiry

SLC-70773                                  Can.$39,000                8/13/2001
SLC-70774                                       20,000                7/31/2001
SLC-70775                                       30,700                7/19/2001
SLC-70776                                       41,000                7/19/2001
SLC-70777                                       30,000                4/24/2001
SLC-70779                                       78,300                4/24/2001
SLC-70780                                      240,000                4/24/2001
SLC-70787                                       50,000                 7/1/2001
SLC-70789                                       30,000                 7/1/2001
SLC-70853                                       30,000                4/24/2001
SLC-70857                                       20,000                 7/8/2001
SLC-70858                                       17,000                 5/1/2001
SLC-70860                                       24,000                 5/1/2001
SLC-70862                                       62,000                6/17/2001
SLC-70866                                       32,390                6/17/2001
SLC-70869                                       30,000                 6/7/2001
SLC-70870                                       18,000                6/18/2001
SLC-70871                                       20,000                 6/6/2001
SLC-73296                                        1,700                8/27/2001
SLC-73303                                        1,575                8/27/2001
SLC-73307                                        4,500                8/27/2001
SLC-73312                                       36,000                8/27/2001
SLC-73315                                       35,000                9/13/2001
SLC-73638                                       25,000                9/20/2001
SLC-73964                                       30,000               10/17/2001
SLC-73967                                       30,000               10/11/2001
SLC-76351                                       18,000                11/7/2001
SLC-77215                                       25,000               11/24/2001
SLC-79460                                       10,000               12/30/2001
SLC-79683                                        3,000               11/27/2001
SLC-79684                                       14,990                9/12/2001
SLC-79686                                        9,000                9/12/2001
SLC-79689                                       25,000                12/4/2001
SLC-82017                                       20,000                 2/2/2002
SLC-82024                                       15,000                 2/2/2002
SLC-85007                                       70,000                3/10/2001
SLC-87511                                       45,000                4/20/2001
SLC-98360                                        5,000                11/2/2001
SLC-99397                                       30,000               11/20/2001
SLC-99870                                       25,000               11/30/2001
SLC-103515                                      36,650                2/18/2002
SLC-104268                                      35,000                 3/3/2001
SLC-104274                                      18,000                 3/8/2001
SLC-104719                                      10,500                3/16/2001
SLC-107745                                         670                5/13/2001
SLC-112723                                      14,240                8/24/2001
SLC-118373                                      25,000               12/16/2001
SLC-123155                                      28,500                3/31/2001
SLC-124660                                      27,500                 5/2/2001
SLC-125033                                      39,000                 5/9/2001
SLC-128914                                      21,710                7/26/2001
SLC-128918                                       9,700                7/26/2001
SLC-129547                                       7,000                8/11/2001
SLC-129551                                      34,000                8/11/2001
SLC-129553                                      25,000                8/11/2001
SLC-129557                                      62,050                8/11/2001
SLC-130071                                           -                1/19/2001
SLC-130072                                      30,000                8/23/2001
SLC-130073                                       1,250                8/23/2001
SLC-130081                                      10,400                9/14/2001
SLC-130097                                      27,000                10/4/2001
SLC-132650                                           -                1/18/2001
SLC-132657                                           -                 2/9/2001
SLC-134668                                       4,800               11/24/2001
SLC-134778                                         400               11/25/2001
SLC-135669                                      18,000               12/14/2001
SLC-138789                                      25,000                2/23/2002
SLC-140006                                      38,000                3/21/2001
SLC-143886                                      30,000                 6/5/2001
SLC-144251                                       3,700                6/12/2001
SLC-144498                                       5,000                6/15/2001
SLC-146448                                      35,650                7/20/2001
SLC-148451                                           -               11/30/2000
SLC-149842                                      15,000                10/4/2001
SLC-150066                                       4,000               10/10/2001
SLC-152666                                       1,000               12/31/2001
SLC-154227                                      20,000                 1/7/2002

Total amount of The Bank of Nova Scotia Cdn.$1,954,875
Letters of Credit



<PAGE>





                                                                 SCHEDULE 2.01


                                  U.S. Lenders

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 U.S. Lender                                                   U.S. Commitment
 ------------------------------------------------------------------------------
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 Foothill Capital Corporation                                 U.S.$ 35,000,000
 ------------------------------------------------------------------------------
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 GMAC Commercial Credit LLC                                         13,000,000
 ------------------------------------------------------------------------------
 ------------------------------------------------------------------------------

 GMAC Business Credit, LLC                                          17,000,000
 ------------------------------------------------------------------------------
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 La Salle Business Credit, Inc.                                     23,000,000
 ------------------------------------------------------------------------------
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 Fleet Capital Corporation                                          23,000,000
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 Heller Financial, Inc.                                             23,000,000
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 Transamerica Business Credit Corporation                           23,000,000
 ------------------------------------------------------------------------------
 ------------------------------------------------------------------------------

 debis Financial Services, Inc.                                     23,000,000
 ------------------------------------------------------------------------------
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 IBJ Whitehall Business Credit Corporation                          20,000,000
 ------------------------------------------------------------------------------
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 Citizens Business Credit Co., a division of                        20,000,000
 Citizens Leasing Corp.
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 National City Bank                                                 15,000,000
 ------------------------------------------------------------------------------
 ------------------------------------------------------------------------------

 Amsouth Bank                                                       15,000,000
 ------------------------------------------------------------------------------
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 Bayerische Landesbank Girozentrale, Cayman Islands                 15,000,000
 Branch
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 ------------------------------------------------------------------------------

 Siemens Financial Services, Inc.                                   15,000,000
 ------------------------------------------------------------------------------
 ------------------------------------------------------------------------------

 European American Bank                                             10,000,000
 ------------------------------------------------------------------------------
 ------------------------------------------------------------------------------

 Firstar Bank, N.A.                                                 10,000,000
 ------------------------------------------------------------------------------
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 Hibernia National Bank                                             10,000,000
 ------------------------------------------------------------------------------
 ------------------------------------------------------------------------------

 Michigan National Bank                                             10,000,000
 ------------------------------------------------------------------------------
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 The Provident Bank                                                 10,000,000
 ------------------------------------------------------------------------------
 ------------------------------------------------------------------------------

 The Bank of New York                                               10,000,000
 ------------------------------------------------------------------------------
 ------------------------------------------------------------------------------

 Total U.S. Commitment                                       U.S.$ 340,000,000
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<PAGE>



                                Canadian Lenders

 ------------------------------------------------------------------------------

 Canadian Lender                                           Canadian Commitment
 ------------------------------------------------------------------------------
 ------------------------------------------------------------------------------

 The Chase Manhattan Bank, Toronto Branch                     U.S.$ 40,000,000
 ------------------------------------------------------------------------------
 ------------------------------------------------------------------------------

 The Bank of Nova Scotia                                            40,000,000
 ------------------------------------------------------------------------------
 ------------------------------------------------------------------------------

 GMAC Commercial Credit Corporation-Canada                           5,000,000
 ------------------------------------------------------------------------------
 ------------------------------------------------------------------------------

 Total Canadian Commitment                                    U.S.$ 85,000,000
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