<PAGE>

                                                                    Exhibit 10.1

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

                                  $356,000,000

                              AMENDED AND RESTATED
                                CREDIT AGREEMENT

                                      among

                                THE PANTRY, INC.
                                  as Borrower,

                                       and

                    THE DOMESTIC SUBSIDIARIES OF THE BORROWER
                        FROM TIME TO TIME PARTIES HERETO,
                                 as Guarantors,

                           THE LENDERS PARTIES HERETO

                                       and

                      WACHOVIA BANK, NATIONAL ASSOCIATION,
                             as Administrative Agent

                                       and

                             WELLS FARGO BANK, N.A.,
                              as Syndication Agent

                           Dated as of April 14, 2003

                           WACHOVIA SECURITIES, INC.,
                    as Co-Lead Arranger and Sole Book Runner

                                       and

                             WELLS FARGO BANK, N.A.,
                               as Co-Lead Arranger

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

<PAGE>


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                  Page
                                                                                                  ----
<S>                                                                                                <C>
ARTICLE I  DEFINITIONS..............................................................................1
   Section 1.1    Defined Terms.....................................................................1
   Section 1.2    Other Definitional Provisions....................................................28
   Section 1.3    Accounting Terms.................................................................28
   Section 1.4    Time References..................................................................28
ARTICLE II  THE LOANS; AMOUNT AND TERMS............................................................29
   Section 2.1    Revolving Loans..................................................................29
   Section 2.2    First Lien Term Loan Facility....................................................31
   Section 2.3    Second Lien Term Loan Facility...................................................32
   Section 2.4    Letter of Credit Subfacility.....................................................33
   Section 2.5    Swingline Loan Subfacility.......................................................36
   Section 2.6    Fees.............................................................................38
   Section 2.7    Commitment Reductions............................................................39
   Section 2.8    Prepayments......................................................................39
   Section 2.9    Minimum Borrowing Amounts and Principal Amount of Tranches; Lending Offices......42
   Section 2.10   Default Rate and Payment Dates...................................................43
   Section 2.11   Conversion Options...............................................................43
   Section 2.12   Computation of Interest and Fees.................................................44
   Section 2.13   Pro Rata Treatment and Payments..................................................44
   Section 2.14   Non-Receipt of Funds by the Administrative Agent.................................46
   Section 2.15   Inability to Determine Interest Rate.............................................47
   Section 2.16   Illegality.......................................................................47
   Section 2.17   Requirements of Law..............................................................48
   Section 2.18   Indemnity........................................................................49
   Section 2.19   Taxes............................................................................50
   Section 2.20   Indemnification; Nature of Issuing Lender's Duties...............................52
ARTICLE III  REPRESENTATIONS AND WARRANTIES........................................................53
   Section 3.1    Organization; Qualification; Good Standing; Subsidiaries; Etc....................53
   Section 3.2    Authorization of Borrowing, Etc..................................................54
   Section 3.3    Financial Condition..............................................................55
   Section 3.4    No Material Adverse Change; No Restricted Junior Payments........................56
   Section 3.5    Title to Properties; Collateral Locations........................................56
   Section 3.6    Litigation; Adverse Facts........................................................56
   Section 3.7    Financial Condition..............................................................57
   Section 3.8    Contractual Obligations; Restrictive Agreements; Material Contracts..............57
   Section 3.9    Governmental Regulation..........................................................57
   Section 3.10   Securities Activities............................................................58
   Section 3.11   Employee Benefit Plans...........................................................58
   Section 3.12   Broker's Fees....................................................................59
   Section 3.13   Environmental Protection.........................................................59
   Section 3.14   Employee Matters.................................................................60
   Section 3.15   Solvency.........................................................................60
</TABLE>

                                       i

<PAGE>

<TABLE>
<S>                                                                                                <C>
   Section 3.16   Matters Relating to Collateral...................................................60
   Section 3.17   Related Agreements...............................................................61
   Section 3.18   Disclosure.......................................................................61
   Section 3.19   Permits..........................................................................62
   Section 3.20   Indebtedness.....................................................................62
   Section 3.21   Intellectual Property............................................................62
   Section 3.22   Investments......................................................................62
   Section 3.23   Tax Shelter Regulations..........................................................63
ARTICLE IV  CONDITIONS PRECEDENT...................................................................63
   Section 4.1    Conditions to Closing Date and Initial Loans.....................................63
   Section 4.2    Conditions to All Extensions of Credit...........................................66
ARTICLE V  AFFIRMATIVE COVENANTS...................................................................67
   Section 5.1    Financial Statements and Other Reports...........................................67
   Section 5.2    Corporate Existence, Etc.........................................................73
   Section 5.3    Payment of Taxes, Claims and Other Obligations; Tax Consolidation................73
   Section 5.4    Maintenance of Properties; Insurance.............................................73
   Section 5.5    Books and Records; Inspection Rights; Lender Meeting.............................74
   Section 5.6    Compliance with Laws, Etc........................................................75
   Section 5.7    Environmental Review and Investigation, Disclosure, Etc..........................75
   Section 5.8    Hazardous Materials Activities; Environmental Claims/Violations..................77
   Section 5.9    Additional Guarantors............................................................78
   Section 5.10   Pledged Assets...................................................................78
   Section 5.11   Matters Relating to Additional Real Property Collateral..........................79
   Section 5.12   Interest Rate Protection.........................................................81
   Section 5.13   Use of Proceeds..................................................................81
   Section 5.14   Post-Closing Covenants...........................................................81
   Section 5.15   Further Assurances...............................................................82
ARTICLE VI  NEGATIVE COVENANTS.....................................................................82
   Section 6.1    Indebtedness.....................................................................82
   Section 6.2    Liens and Related Matters........................................................83
   Section 6.3    Investments; Joint Ventures......................................................85
   Section 6.4    Contingent Obligations...........................................................86
   Section 6.5    Restricted Junior Payments.......................................................87
   Section 6.6    Financial Covenants..............................................................87
   Section 6.7    Restriction on Fundamental Changes, Asset Sales and Acquisitions.................88
   Section 6.8    Sales and Lease-Backs............................................................90
   Section 6.9    Sale or Discount of Receivables..................................................91
   Section 6.10   Transactions with Shareholders and Affiliates....................................91
   Section 6.11   Disposal of Subsidiary Capital Stock; Formation of New Subsidiaries..............91
   Section 6.12   Conduct of Business..............................................................92
   Section 6.13   Restrictions on Certain Amendments; Senior Debt Status...........................92
   Section 6.14   Fiscal Year......................................................................93
   Section 6.15   Management Fees..................................................................93
   Section 6.16   Letters of Credit................................................................93
ARTICLE VII  EVENTS OF DEFAULT.....................................................................93
   Section 7.1    Events of Default................................................................93
</TABLE>

                                       ii

<PAGE>

<TABLE>
<S>                                                                                               <C>
   Section 7.2    Acceleration; Remedies...........................................................96
ARTICLE VIII  THE AGENT............................................................................97
   Section 8.1    Appointment......................................................................97
   Section 8.2    Delegation of Duties.............................................................97
   Section 8.3    Exculpatory Provisions...........................................................97
   Section 8.4    Reliance by Administrative Agent.................................................98
   Section 8.5    Notice of Default................................................................98
   Section 8.6    Non-Reliance on Administrative Agent and Other Lenders...........................99
   Section 8.7    Indemnification..................................................................99
   Section 8.8    Administrative Agent in Its Individual Capacity.................................100
   Section 8.9    Successor Administrative Agent..................................................100
   Section 8.10   Nature of Duties................................................................100
ARTICLE IX  MISCELLANEOUS.........................................................................101
   Section 9.1    Amendments, Waivers and Release of Collateral...................................101
   Section 9.2    Notices.........................................................................103
   Section 9.3    No Waiver; Cumulative Remedies..................................................104
   Section 9.4    Survival of Representations and Warranties......................................104
   Section 9.5    Payment of Expenses and Taxes...................................................104
   Section 9.6    Successors and Assigns; Participations; Purchasing Lenders......................105
   Section 9.7    Adjustments; Set-off............................................................108
   Section 9.8    Table of Contents and Section Headings..........................................109
   Section 9.9    Counterparts....................................................................109
   Section 9.10   Effectiveness...................................................................109
   Section 9.11   Severability....................................................................109
   Section 9.12   Integration.....................................................................110
   Section 9.13   Governing Law...................................................................110
   Section 9.14   Consent to Jurisdiction and Service of Process..................................110
   Section 9.15   Confidentiality.................................................................110
   Section 9.16   Acknowledgments.................................................................111
   Section 9.17   Waivers of Jury Trial...........................................................112
ARTICLE X  GUARANTY...............................................................................112
   Section 10.1   The Guaranty....................................................................112
   Section 10.2   Bankruptcy......................................................................112
   Section 10.3   Nature of Liability.............................................................113
   Section 10.4   Independent Obligation..........................................................113
   Section 10.5   Authorization...................................................................113
   Section 10.6   Reliance........................................................................114
   Section 10.7   Waiver..........................................................................114
   Section 10.8   Limitation on Enforcement.......................................................115
   Section 10.9   Confirmation of Payment.........................................................115
   Section 10.10  Release of Guarantor............................................................115
</TABLE>

                                      iii

<PAGE>

Schedules

Schedule 1.1-1       Account Designation Letter
Schedule 1.1-2       Form of Mortgage
Schedule 1.1-3       Material Contracts
Schedule 1.1-4       Existing Letters of Credit
Schedule 2.1(a)      Schedule of Lenders and Commitments
Schedule 2.1(b)(i)   Form of Notice of Borrowing
Schedule 2.1(e)      Form of Revolving Note
Schedule 2.2(d)      Form of First Lien Term Note
Schedule 2.3(d)      Form of Second Lien Term Note
Schedule 2.5(d)      Form of Swingline Note
Schedule 2.8(a)      Form of Notice of Prepayment
Schedule 2.11        Form of Notice of Conversion/Extension
Schedule 2.19        Section 2.19 Certificate
Schedule 3.1-1       Jurisdictions of Incorporation/Organization
Schedule 3.1-2       Subsidiaries; Capital Structure
Schedule 3.2(b)      Conflicts with Contractual Obligations; Consents
Schedule 3.5         Real Properties
Schedule 3.7         Tax Assessments
Schedule 3.11        ERISA
Schedule 3.13        Environmental Matters
Schedule 3.17        Related Agreements
Schedule 3.21        Intellectual Property
Schedule 4.1-1       Form of Secretary's Certificate
Schedule 4.1-2       Mortgaged Properties
Schedule 4.1-3       Form of Solvency Certificate
Schedule 5.9         Form of Joinder Agreement
Schedule 6.1         Indebtedness
Schedule 6.2         Liens
Schedule 6.3         Investments
Schedule 6.4         Contingent Obligations
Schedule 6.8-1       Existing Sale and Lease-Back Transactions
Schedule 6.8-2       Permitted Sale and Lease-Back Properties
Schedule 9.2         Schedule of Lenders' Lending Offices
Schedule 9.6(c)      Form of Commitment Transfer Supplement

                                       iv

<PAGE>

     AMENDED AND RESTATED CREDIT AGREEMENT, dated as of April 14, 2003, among
THE PANTRY, INC., a Delaware corporation, (the "Borrower"), those Domestic
Subsidiaries of the Borrower identified as a "Guarantor" on the signature pages
hereto and such other Domestic Subsidiaries of the Borrower as may from time to
time become a party hereto (individually a "Guarantor" and collectively the
"Guarantors"), the several banks and other financial institutions as may from
time to time become parties to this Credit Agreement (individually a "Lender"
and collectively the "Lenders"), and WACHOVIA BANK, NATIONAL ASSOCIATION, as
administrative agent for the Lenders hereunder (in such capacity, the
"Administrative Agent").

                              W I T N E S S E T H:

     WHEREAS, the Borrower has requested that the Lenders make loans and other
financial accommodations to the Borrower in the amount of $356,000,000, as more
particularly described herein;

     WHEREAS, the loans and other financial accommodations provided hereunder
will be used, in part, to refinance the loans and other amounts outstanding
under the Existing Credit Agreement (as defined below); and

     WHEREAS, the Lenders have agreed to make such loans and other financial
accommodations to the Borrower on the terms and conditions contained herein.

     NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained herein, the parties hereto hereby agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

     Section 1.1 Defined Terms.

     As used in this Credit Agreement, terms defined in the preamble to this
Credit Agreement have the meanings therein indicated, and the following terms
have the following meanings:

     "Account Designation Letter" shall mean the Notice of Account Designation
Letter dated the Closing Date from the Borrower to the Administrative Agent
substantially in the form attached hereto as Schedule 1.1-1.

     "Additional Credit Party" shall mean each Person that becomes a Guarantor
by execution of a Joinder Agreement in accordance with Section 5.9.

     "Additional Mortgage" shall have the meaning set forth in Section 5.11(a).

<PAGE>

     "Additional Mortgage Policy" shall have the meaning set forth in Section
5.11(a).

     "Additional Mortgaged Property" shall have the meaning set forth in Section
5.11(a).

     "Administrative Agent" shall have the meaning set forth in the first
paragraph of this Credit Agreement and any successors in such capacity.

     "Affiliate" shall mean as to any Person, any other Person (excluding any
Subsidiary) which, directly or indirectly, is in control of, is controlled by,
or is under common control with, such Person. For purposes of this definition, a
Person shall be deemed to be "controlled by" a Person if such Person possesses,
directly or indirectly, power either (a) to vote 10% or more of the securities
having ordinary voting power for the election of directors of such Person or (b)
to direct or cause the direction of the management and policies of such Person
whether by contract or otherwise. Notwithstanding the foregoing, neither the
Administrative Agent nor any Lender shall be deemed an Affiliate of the Borrower
solely by reason of the relationship created by the Credit Documents.

     "Affiliate Agreements" shall mean, collectively, all employment agreements,
consulting agreements, and any other agreements, documents or arrangements
between any Credit Party and any of its Affiliates, executive officers,
directors, shareholders or any Affiliates of any such officers, directors or
shareholders.

     "Agreement" or "Credit Agreement" shall mean this Amended and Restated
Credit Agreement, as amended, modified or supplemented from time to time in
accordance with its terms.

     "Alternate Base Rate" shall mean, for any day, a rate per annum equal to
the greater of (a) the Prime Rate in effect on such day and (b) the Federal
Funds Effective Rate in effect on such day plus 1/2 of 1%. For purposes hereof:
"Prime Rate" shall mean, at any time, the rate of interest per annum publicly
announced from time to time by Wachovia at its principal office in Charlotte,
North Carolina as its prime rate. Each change in the Prime Rate shall be
effective as of the opening of business on the day such change in the Prime Rate
occurs. The parties hereto acknowledge that the rate announced publicly by
Wachovia as its Prime Rate is an index or base rate and shall not necessarily be
its lowest or best rate charged to its customers or other banks; and "Federal
Funds Effective Rate" shall mean, for any day, the weighted average 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 on the next succeeding Business Day, the average of the quotations for
the day of such transactions received by the Administrative Agent from three
federal funds brokers of recognized standing selected by it. If for any reason
the Administrative Agent shall have determined (which determination shall be
conclusive in the absence of manifest error) that it is unable to ascertain the
Federal Funds Effective Rate, for any reason, including the inability or failure
of the Administrative Agent to obtain sufficient quotations in accordance with
the terms thereof, the Alternate Base Rate shall be determined without regard to
clause (b) of the first sentence of this definition, as appropriate, until the
circumstances giving rise to such inability no longer exist. Any change in the
Alternate Base

                                                                               2

<PAGE>

Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall
be effective on the opening of business on the date of such change.

     "Alternate Base Rate Loans" shall mean Loans that bear interest at an
interest rate based on the Alternate Base Rate.

     "Applicable Margin" shall mean, for any day, the rate per annum which for
(a) Revolving Loans and First Lien Term Loans which are Alternate Base Rate
Loans shall be 3.00%, (b) Revolving Loans and First Lien Term Loans which are
LIBOR Rate Loans shall be 4.25%, (c) Second Lien Term Loans which are Alternate
Base Rate Loans shall be 5.25%, (d) Second Lien Term Loans which are LIBOR Rate
Loans shall be 6.50%, (e) the Letter of Credit Fee shall be 4.25%, and (f) the
Commitment Fee shall be 1.00%.

     "Asset Disposition" shall mean the disposition of any or all of the assets
(including, without limitation, the Capital Stock of a Subsidiary or any
ownership interest in a joint venture) of the Borrower or any of its
Subsidiaries whether by sale, lease, transfer or otherwise. The term "Asset
Disposition" shall not include (a) the sale, lease or transfer of assets
permitted by Sections 6.7(a), (c) and (f) hereof, (b) any Recovery Event or (c)
any Equity Issuance.

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

     "Borrower" shall have the meaning set forth in the first paragraph of this
Credit Agreement.

     "Borrowing Date" shall mean, in respect of any Loan, the date such Loan is
made.

     "Business Day" shall mean a day other than a Saturday, Sunday or other day
on which commercial banks in Charlotte, North Carolina or New York, New York are
authorized or required by law to close; provided, however, that when used in
connection with a rate determination, borrowing or payment in respect of a LIBOR
Rate Loan, the term "Business Day" shall also exclude any day on which banks in
London, England are not open for dealings in Dollar deposits in the London
interbank market.

     "Capital Lease" shall mean any lease of property, real, personal or mixed,
the obligations with respect to which are required to be capitalized on a
balance sheet of the lessee in accordance with GAAP.

     "Capital Stock" shall mean (a) in the case of a corporation, Capital Stock,
(b) in the case of an association or business entity, any and all shares,
interests, participations, rights or other equivalents (however designated) of
Capital Stock, (c) in the case of a partnership, partnership interests (whether
general or limited), (d) in the case of a limited liability company, membership
interests and (e) any other interest or participation that confers on a Person
the right to receive a share of the profits and losses of, or distributions of
assets of, the issuing Person.

     "Carry Forward" shall have the meaning set forth in Section 6.6(d).

                                                                               3

<PAGE>

     "Cash" shall mean money, currency or a credit balance in a Deposit Account.

     "Cash Equivalents" shall mean (a) securities issued or directly and fully
guaranteed or insured by the United States of America or any agency or
instrumentality thereof (provided that the full faith and credit of the United
States of America is pledged in support thereof) having maturities of not more
than twelve months from the date of acquisition ("Government Obligations"), (b)
U.S. dollar denominated (or foreign currency fully hedged) time deposits,
certificates of deposit, Eurodollar time deposits and Eurodollar certificates of
deposit of (i) any domestic commercial bank of recognized standing having
capital and surplus in excess of $250,000,000 or (ii) any bank whose short-term
commercial paper rating from S&P is at least A-1 or the equivalent thereof or
from Moody's is at least P-1 or the equivalent thereof (any such bank being an
"Approved Bank"), in each case with maturities of not more than 364 days from
the date of acquisition, (c) commercial paper and variable or fixed rate notes
issued by any Approved Bank (or by the parent company thereof) or any variable
rate notes issued by, or guaranteed by any domestic corporation rated A-1 (or
the equivalent thereof) or better by S&P or P-1 (or the equivalent thereof) or
better by Moody's and maturing within six months of the date of acquisition, (d)
repurchase agreements with a bank or trust company (including a Lender) or a
recognized securities dealer having capital and surplus in excess of
$500,000,000 for direct obligations issued by or fully guaranteed by the United
States of America, (e) obligations of any state of the United States or any
political subdivision thereof for the payment of the principal and redemption
price of and interest on which there shall have been irrevocably deposited
Government Obligations maturing as to principal and interest at times and in
amounts sufficient to provide such payment, (f) auction preferred stock rated in
the highest short-term credit rating category by S&P or Moody's and (g) money
market mutual funds (i) that invest substantially all of their assets in
investments of the types referenced in clauses (a) - (f) and (ii) having the
highest rating available from S&P or Moody's.

     "Certificate of Designations" shall mean the provisions of the Borrower's
Certificate of Designations, Preferences and Relative, Participating, Optional
and Other Special Rights of Preferred Stock and Qualifications, Limitations and
Restrictions Thereof relating to the Preferred Stock, in the form delivered to
the Administrative Agent and the Lenders prior to the Closing Date and as such
provisions may be amended from time to time thereafter to the extent permitted
under Section 6.13.

     "Closing Date" shall mean the date of this Credit Agreement.

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

     "Collateral" shall mean a collective reference to the collateral which is
identified in, and at any time will be covered by, the Security Documents.

     "Collateral Account" shall have the meaning set forth in the Collateral
Account Agreement.

     "Collateral Account Agreement" shall mean the Collateral Account Agreement
executed and delivered by the Borrower and the Administrative Agent on the
Closing Date, as such

                                                                               4

<PAGE>

Collateral Account Agreement may be amended, modified, supplemented or restated
from time to time.

     "Commitment" shall mean the Revolving Commitment, the LOC Commitment, the
Swingline Commitment, the First Lien Term Loan Commitment and the Second Lien
Term Loan Commitment, individually or collectively, as appropriate.

     "Commitment Fee" shall have the meaning set forth in Section 2.6(a).

     "Commitment Percentage" shall mean the Revolving Commitment Percentage, the
First Lien Term Loan Commitment Percentage and/or the Second Lien Term Loan
Commitment Percentage, as appropriate.

     "Commitment Period" shall mean the period from and including the Closing
Date to but not including the Maturity Date.

     "Commitment Transfer Supplement" shall mean a Commitment Transfer
Supplement, substantially in the form of Schedule 9.6(c).

     "Confidential Information" shall have the meaning set forth in Section
9.15.

     "Consolidated Capital Expenditures" shall mean, for any period, the sum of
the aggregate of all expenditures (whether paid in cash or other consideration
or accrued as a liability and including expenditures (other than expenditures
made with Capital Stock) made in connection with any Permitted Acquisition and
that portion of Capital Leases which is capitalized on the consolidated balance
sheet of the Borrower and its Subsidiaries) by the Borrower and its Subsidiaries
during such period that, in conformity with GAAP, are included in "additions to
property, plant or equipment" or comparable items reflected in the consolidated
statement of cash flows of the Borrower and its Subsidiaries net of the amount
of any reimbursement payments made to the Borrower or any of its Subsidiaries by
any third parties in connection with any such expenditures to the extent that
such expenditures have actually been made by the Borrower or its Subsidiaries
for such Fiscal Year.

     "Consolidated EBITDA" shall mean, for any period, the sum of (a)
Consolidated Net Income for such period, plus (b) an amount which, in the
determination of Consolidated Net Income, has been deducted for (i) Consolidated
Interest Expense for such period, (ii) total federal, state, local and foreign
income, value added and similar taxes for such period, (iii) total depreciation
expense for such period, (iv) total amortization expense for such period,
including but not limited to goodwill, organization costs and other intangibles
and (v) fees and expenses incurred in connection with the closing of this Credit
Agreement, plus/minus (c) an amount which, in the determination of Consolidated
Net Income, has been deducted (or added as the case may be) for other
non-recurring non-cash items decreasing or increasing Consolidated Net Income,
all of the foregoing as determined on a consolidated basis for the Borrower and
its Subsidiaries in conformity with GAAP.

     "Consolidated Fixed Charge Coverage Ratio" shall mean, for any consecutive
four Fiscal Quarter period, the ratio of (a) Consolidated Pro Forma EBITDA for
such period, to (b) the sum

                                                                               5

<PAGE>

of Consolidated Interest Expense for such period plus Scheduled Debt Payments
for such period plus cash taxes paid during such period plus Consolidated
Capital Expenditures (net of any proceeds of any related financing with respect
to such expenditures as permitted under Section 6.1(c)) for such period.

     "Consolidated Net Income" shall mean, for any period, the net income (or
loss) of the Borrower and its Subsidiaries on a consolidated basis for such
period taken as a single accounting period determined in conformity with GAAP;
provided that there shall be excluded (a) the income (or loss) of any Person
(other than a Subsidiary of the Borrower) in which any other Person (other than
the Borrower or any of its Subsidiaries) has a joint interest, except to the
extent of the amount of cash dividends or other distributions actually paid to
the Borrower or any of its Subsidiaries by such Person during such period, (b)
the income (or loss) of any Person accrued prior to the date it becomes a
Subsidiary of the Borrower or is merged into or consolidated with the Borrower
or any of its Subsidiaries or such Person's assets are acquired by the Borrower
or any of its Subsidiaries, (c) any after-tax gains or losses attributable to
asset sales of any Pension Plan, and (d) (to the extent not included in clauses
(a) through (c) above) any net extraordinary gains or net non-cash extraordinary
losses.

     "Consolidated Pro Forma EBITDA" shall mean, for any consecutive four Fiscal
Quarter period, without duplication, (a) Consolidated EBITDA for such four
Fiscal Quarter period, plus (b) for any business acquired during such four
Fiscal Quarter period, (i) EBITDA of such acquired business determined as though
such business were acquired as of the first day of such period by the Borrower
and its Subsidiaries, plus (ii) the amount of any historical extraordinary or
nonrecurring costs or expenses or other verifiable costs or expenses that will
not continue after the acquisition date (including without limitation excess
owner/management compensation), plus (iii) any reasonable operating expenses to
be eliminated that are approved by the Administrative Agent, including, without
limitation, allocated general and administrative expenses.

     "Consolidated Pro Forma Leverage Ratio" shall mean, as of any date of
determination, the ratio of (a) Consolidated Total Debt as of the last day of
the Fiscal Quarter of the Borrower ending immediately prior to such date, net of
cash and Cash Equivalents on the balance sheet of the Borrower as of the last
day of such Fiscal Quarter in an amount not to exceed $5,000,000, to (b)
Consolidated Pro Forma EBITDA for the four consecutive Fiscal Quarter period
ending as of the last day of the Fiscal Quarter of the Borrower ending
immediately prior to such date of determination.

     "Consolidated Total Debt" shall mean, as of any date of determination, all
Indebtedness of the Borrower and its Subsidiaries, determined on a consolidated
basis in accordance with GAAP.

     "Contingent Obligation" shall mean, as applied to any Person, any direct or
indirect liability, contingent or otherwise, of that Person (a) with respect to
any Indebtedness, lease, dividend or other obligation of another if the primary
purpose or intent thereof by the Person incurring the Contingent Obligation is
to provide assurance to the obligee of such obligation of another that such
obligation of another will be paid or discharged, or that any agreements
relating thereto will be complied with, or that the holders of such obligation
will be protected (in whole or in part) against loss in respect thereof, (b)
with respect to any letter of credit issued for the

                                                                               6

<PAGE>

account of that Person or as to which that Person is otherwise liable for
reimbursement of drawings, or (c) under Hedge Agreements. Contingent Obligations
shall include (i) the direct or indirect guaranty, endorsement (otherwise than
for collection or deposit in the ordinary course of business), co-making,
discounting with recourse or sale with recourse by such Person of the obligation
of another, and (ii) any liability of such Person for the obligation of another
through any agreement (contingent or otherwise) (A) to purchase, repurchase or
otherwise acquire such obligation or any security therefor, or to provide funds
for the payment or discharge of such obligation (whether in the form of loans,
advances, stock purchases, capital contributions or otherwise) or (B) to
maintain the solvency or any balance sheet item, level of income or financial
condition of another if, in the case of any agreement described under subclauses
(A) or (B) of this sentence, the primary purpose or intent thereof is as
described in the preceding sentence. The amount of any Contingent Obligation
shall be equal to the amount of the obligation so guaranteed or otherwise
supported or, if less, the amount to which such Contingent Obligation is
specifically limited.

     "Continuing Directors" shall mean the directors of the Borrower on the
Closing Date and each other director, if in each case such other director's
nomination for election to the Board of Directors of the Borrower is recommended
by a majority of the then Continuing Directors.

     "Contractual Obligation" shall mean, as applied to any Person, any
provision of any Capital Stock issued by that Person or of any material
indenture, mortgage, deed of trust, contract, undertaking, agreement or other
instrument to which that Person is a party or by which it or any of its
properties is bound or to which it or any of its properties is subject.

     "Copyright Licenses" shall mean any written agreement naming any Credit
Party as licensor and granting any right under any Copyright including, without
limitation, any thereof referred to in Schedule 3.21.

     "Copyrights" shall mean (a) all registered United States copyrights in all
Works, now existing or hereafter created or acquired, all registrations and
recordings thereof, and all applications in connection therewith, including,
without limitation, registrations, recordings and applications in the United
States Copyright office including, without limitation, any thereof referred to
in Schedule 3.21, and (b) all renewals thereof including, without limitation,
any thereof referred to in Schedule 3.21.

     "Credit Documents" shall mean this Credit Agreement, each of the Notes, any
Joinder Agreement, the Letters of Credit, any Commitment Transfer Supplement,
the LOC Documents and the Security Documents and all other agreements,
documents, certificates and instruments delivered to the Administrative Agent or
any Lender by any Credit Party in connection therewith (other than any
agreement, document, certificate or instrument related to a Hedging Agreement).

     "Credit Party" or "Credit Parties" shall mean any of the Borrower or the
Guarantors, individually or collectively, as appropriate.

     "Credit Party Obligations" shall mean, without duplication, (a) all of the
obligations, indebtedness and liabilities of the Credit Parties to the Lenders
(including the Issuing Lender) and the Administrative Agent, whenever arising,
under this Credit Agreement, the Notes or any

                                                                               7

<PAGE>

of the other Credit Documents including principal, interest, fees,
reimbursements and indemnification obligations and other amounts (including, but
not limited to, any interest accruing after the occurrence of a filing of a
petition of bankruptcy under the Bankruptcy Code with respect to any Credit
Party, regardless of whether such interest is an allowed claim under the
Bankruptcy Code) and (b) all liabilities and obligations, whenever arising, of
the Credit Parties to any Lender, or any Affiliate of a Lender, arising under
any Hedging Agreement permitted pursuant to Section 6.3(h).

     "Debt Issuance" shall mean the incurrence of any Indebtedness for borrowed
money by any Credit Party or any of its Subsidiaries (excluding, for purposes
hereof, any Equity Issuance or any Indebtedness of the Borrower and its
Subsidiaries permitted to be incurred pursuant to Section 6.1 hereof (other than
Indebtedness incurred after the Closing Date pursuant to Section 6.1(g)).

     "Default" shall mean any of the events specified in Section 7.1, whether or
not any requirement for the giving of notice or the lapse of time, or both, or
any other condition, has been satisfied.

     "Defaulting Lender" shall mean, at any time, any Lender that, at such time
(a) has failed to make a Loan required pursuant to the term of this Credit
Agreement, including the funding of a Participation Interest in accordance with
the terms hereof, (b) has failed to pay to the Administrative Agent or any
Lender an amount owed by such Lender pursuant to the terms of this Credit
Agreement, or (c) has been deemed insolvent or has become subject to a
bankruptcy or insolvency proceeding or to a receiver, trustee or similar
official.

     "Deposit Account" shall mean a demand, time, savings, passbook or like
account with a bank, savings and loan association, credit union or like
organization, other than an account evidenced by a negotiable certificate of
deposit.

     "Disqualified Capital Stock" shall mean, with respect to any Person,
Capital Stock of such Person as to which (a) the maturity, (b) mandatory
redemption or (c) redemption, repurchase, conversion or exchange at the option
of the holder thereof occurs, or may occur, on or prior to the date that is six
months after the Maturity Date; provided, however, that such Capital Stock that
would not otherwise be characterized as Disqualified Capital Stock under this
definition shall not constitute Disqualified Capital Stock solely as a result of
provisions thereof giving holders thereof the right to require such Person to
repurchase or redeem Capital Stock upon the occurrence of a "change of control"
occurring prior to the Maturity Date, if (i) such repurchase obligation may not
be triggered unless an Event of Default under this Agreement also arises and
(ii) no such repurchase or redemption is permitted to be consummated unless and
until all Credit Party Obligations (other than inchoate indemnification and
reimbursement obligations) shall have been satisfied in full.

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

     "Domestic Lending Office" shall mean, initially, the office of each Lender
designated as such Lender's Domestic Lending Office shown on Schedule 9.2; and
thereafter, such other office of such Lender as such Lender may from time to
time specify to the Administrative Agent and

                                                                               8

<PAGE>

the Borrower as the office of such Lender at which Alternate Base Rate Loans of
such Lender are to be made.

     "Domestic Subsidiary" shall mean any Subsidiary that is organized and
existing under the laws of the United States or any state or commonwealth
thereof or under the laws of the District of Columbia.

     "EBITDA" shall mean for any business acquired by the Borrower and its
Subsidiaries, "Consolidated EBITDA" as defined herein substituting references to
such acquired business for references to "the Borrower and its Subsidiaries" as
used in such definition.

     "Employee Benefit Plan" shall mean any "employee benefit plan" as defined
in Section 3(3) of ERISA which is or was maintained or contributed to by the
Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates.

     "Environmental Claim" shall mean any written investigation, notice of
violation, claim, action, suit, proceeding, demand, abatement order or other
order or directive (conditional or otherwise), by any governmental authority or
any other Person, arising (a) pursuant to or in connection with any actual or
alleged violation of any Environmental Law, (b) in connection with any Hazardous
Materials or any actual or alleged Hazardous Materials Activity, or (c) in
connection with any actual or alleged damage, injury, threat or harm to health,
safety, natural resources or the environment.

     "Environmental Laws" shall mean any and all current or future statutes,
ordinances, orders, rules, regulations, guidance documents, judgments,
Governmental Authorizations, or any other published requirements of Governmental
Authorities relating to (a) environmental matters, including those relating to
any Hazardous Materials Activity, (b) the generation, use, storage,
transportation or disposal of Hazardous Materials, or (c) occupational safety
and health, industrial hygiene, land use or the protection of human, plant or
animal health or welfare, in any manner applicable to the Borrower or any of its
Subsidiaries or any Facility, including the Comprehensive Environmental
Response, Compensation, and Liability Act (42 U.S.C.(S) 9601 et seq.), the
Hazardous Materials Transportation Act (49 U.S.C.(S) 1801 et seq.), the Resource
Conservation and Recovery Act (42 U.S.C.(S) 6901 et seq.), the Federal Water
Pollution Control Act (33 U.S.C.(S) 1251 et seq.), the Clean Air Act (42
U.S.C.(S) 7401 et seq.), the Toxic Substances Control Act (15 U.S.C.(S) 2601 et
seq.), the Federal Insecticide, Fungicide and Rodenticide Act (7 U.S.C.(S) 136
et seq.), the Occupational Safety and Health Act (29 U.S.C.(S) 651 et seq.), the
Oil Pollution Act (33 U.S.C.(S) 2701 et seq.) and the Emergency Planning and
Community Right-to-Know Act (42 U.S.C.(S) 11001 et seq.), each as amended or
supplemented, any analogous present or future state or local statutes or laws,
and any regulations promulgated pursuant to any of the foregoing.

     "Equity Issuance" shall mean any issuance by any the Borrower or any of its
Subsidiaries to any Person which is not a Credit Party of (a) shares of its
Capital Stock, (b) any shares of its Capital Stock pursuant to the exercise of
options or warrants (excluding any shares of its Capital Stock pursuant to the
exercise of stock options held by officers or employees of the Credit Parties)
or (c) any shares of its Capital Stock pursuant to the conversion of any debt
securities to

                                                                               9

<PAGE>

equity. The term "Equity Issuance" shall not include (i) any Asset Disposition
or (ii) any Debt Issuance.

     "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as
amended from time to time, and any successor thereto.

     "ERISA Affiliate" shall mean, as applied to any Person, (a) any corporation
which is a member of a controlled group of corporations within the meaning of
Section 414(b) of the Code of which that Person is a member; (b) any trade or
business (whether or not incorporated) which is a member of a group of trades or
businesses under common control within the meaning of Section 414(c) of the Code
of which that Person is a member; and (c) any member of an affiliated service
group within the meaning of Section 414(m) or (o) of the Code of which that
Person, any corporation described in clause (a) above or any trade or business
described in clause (b) above is a member. Any former ERISA Affiliate of the
Borrower or any of its Subsidiaries shall continue to be considered an ERISA
Affiliate of the Borrower or such Subsidiary within the meaning of this
definition with respect to the period such entity was an ERISA Affiliate of the
Borrower or such Subsidiary and with respect to liabilities arising after such
period for which the Borrower or such Subsidiary could be liable under the Code
or ERISA.

     "ERISA Event" shall mean (a) a "reportable event" within the meaning of
Section 4043 of ERISA and the regulations issued thereunder with respect to any
Pension Plan (excluding those for which the provision for 30-day notice to the
PBGC has been waived by regulation); (b) the failure to meet the minimum funding
standards of Section 412 of the Code with respect to any Pension Plan (whether
or not waived in accordance with Section 412(d) of the Code) or the failure to
make by its due date a required installment under Section 412(m) of the Code
with respect to any Pension Plan or the failure to make any required
contribution to a Multiemployer Plan; (c) the distribution of a notice of intent
to terminate or the actual termination of an Employee Benefit Plan pursuant to
Section 4041(a)(2) or 4041A of ERISA; (d) the withdrawal by the Borrower, any of
its Subsidiaries or any of their respective ERISA Affiliates from any Pension
Plan with two or more contributing sponsors or the termination of any such
Pension Plan resulting in liability pursuant to Section 4063 or 4064 of ERISA;
(e) the institution by the PBGC of proceedings to terminate any Pension Plan, or
the occurrence of any event or condition which constitutes grounds under ERISA
for the termination of, or the appointment of a trustee to administer, any
Pension Plan; (f) the imposition of liability on the Borrower, any of its
Subsidiaries or any of their respective ERISA Affiliates pursuant to Section
4062(e) or 4069 of ERISA or by reason of the application of Section 4212(c) of
ERISA; (g) the withdrawal of the Borrower, any of its Subsidiaries or any of
their respective ERISA Affiliates in a complete or partial withdrawal (within
the meaning of Sections 4203 and 4205 of ERISA) from any Multiemployer Plan if
there is any potential liability therefor, or the receipt by the Borrower, any
of its Subsidiaries or any of their respective ERISA Affiliates of notice from
any Multiemployer Plan that it is in reorganization or it is insolvent pursuant
to Section 4241 or 4245 of ERISA, or that it intends to terminate or has
terminated under Section 4041A or 4042 of ERISA; (h) the occurrence of an act or
omission which could give rise to the imposition on the Borrower, any of its
Subsidiaries or any of their respective ERISA Affiliates of fines, penalties,
taxes or related charges under Chapter 43 of the Code or under Section 409,
Section 502(c), (i) or (l), or Section 4071 of ERISA in respect of any Employee
Benefit Plan; (i) the assertion of a material claim (other than routine claims
for benefits or for a qualified domestic relations order) against

                                                                              10

<PAGE>

any Employee Benefit Plan other than a Multiemployer Plan or the assets thereof,
or against the Borrower, any of its Subsidiaries or any of their respective
ERISA Affiliates in connection with any Employee Benefit Plan; (j) receipt from
the Internal Revenue Service of notice of the failure of any Pension Plan (or
any other Employee Benefit Plan intended to be qualified under Section 401(a) of
the Code) to qualify under Section 401(a) of the Code, or the failure of any
trust forming part of any Pension Plan to qualify for exemption from taxation
under Section 501(a) of the Code; (k) the imposition of a Lien pursuant to
Section 401(a)(29) or 412(n) of the Code or pursuant to ERISA with respect to
any Pension Plan; or (l) the adoption of an amendment to any Employee Benefit
Plan requiring the provision of security to such Employee Benefit Plan pursuant
to Section 307 of ERISA.

     "Eurodollar Reserve Percentage" shall mean for any day, the percentage
(expressed as a decimal and rounded upwards, if necessary, to the next higher
1/100th of 1%) which is in effect for such day as prescribed by the Federal
Reserve Board (or any successor) for determining the maximum reserve requirement
(including without limitation any basic, supplemental or emergency reserves) in
respect of Eurocurrency liabilities, as defined in Regulation D of such Board as
in effect from time to time, or any similar category of liabilities for a member
bank of the Federal Reserve System in New York City.

     "Event of Default" shall mean any of the events specified in Section 7.1;
provided, however, that any requirement for the giving of notice or the lapse of
time, or both, or any other condition, has been satisfied.

     "Excess Cash Flow" shall mean, as of the last day of the first Fiscal
Quarter of each Fiscal Year, the amount equal to (a) Cash on hand in excess of
$40,000,000 of the Borrower and its Subsidiaries as of such date as reflected in
the consolidated balance sheet of the Borrower and its Subsidiaries for such
date less (b) the sum of (i) all Scheduled Debt Payments coming due during the
30 days following the end of such Fiscal Year, (ii) all Net Cash Proceeds
derived from any Asset Disposition or Recovery Event which have been certified
by the Borrower to be applied or reinvested in accordance with Section
2.8(b)(ii) or (iv) and as to which the applicable 270 day period has not elapsed
as of such date, and (iii) any Consolidated Capital Expenditures (net of any
proceeds of any related financing with respect to such expenditures as permitted
under Section 6.1(c)) which have not yet been made but which are committed in
writing to be made by the Borrower by the end of such Fiscal Year.

     "Existing Credit Agreement" shall mean that certain Amended and Restated
Credit Agreement dated as of January 28, 1999 among the Borrower, the lenders
party thereto, and Wachovia Bank, National Association (formerly known as First
Union National Bank), as administrative agent, as amended, modified,
supplemented or restated.

     "Existing Letters of Credit" shall mean the letters of credit described by
date of issuance, amount, purpose and the date of expiry on Schedule 1.1-4
hereto.

     "Existing Purchasing Lender" shall have the meaning set forth in Section
9.6(c).

     "Extension of Credit" shall mean, as to any Lender, the making of a Loan by
such Lender or the issuance of, or participation in, a Letter of Credit by such
Lender.

                                                                              11

<PAGE>

     "Facilities" shall mean any and all real property (including all buildings,
fixtures or other improvements located thereon) now, hereafter or heretofore
owned, leased or operated by the Borrower or any of its Subsidiaries or any of
their respective predecessors or Affiliates.

     "Federal Funds Effective Rate" shall have the meaning set forth in the
definition of "Alternate Base Rate".

     "Fee Letter" shall mean the letter agreement dated February 19, 2003
addressed to the Borrower from the Administrative Agent and Wachovia Securities,
Inc., as amended, modified or otherwise supplemented.

     "Financial Plan" shall have the meaning set forth in Section 5.1(m).

     "First Lien Credit Party Obligations" shall mean all Credit Party
Obligations other than the Second Lien Credit Party Obligations.

     "First Lien Term Loan" shall have the meaning set forth in Section 2.2(a).

     "First Lien Term Loan Commitment" shall mean, with respect to each FLTL
Lender, the commitment of such Lender to make its portion of the First Lien Term
Loan in a principal amount equal to such Lender's First Lien Term Loan
Commitment Percentage of the First Lien Term Loan Committed Amount (and for
purposes of making determinations of Required Lenders hereunder after the
Closing Date, the principal amount outstanding on the First Lien Term Loan).

     "First Lien Term Loan Commitment Percentage" shall mean, for any FLTL
Lender, the percentage identified as its First Lien Term Loan Commitment
Percentage on Schedule 2.1(a), as such percentage may be modified in connection
with any assignment made in accordance with the provisions of Section 9.6.

     "First Lien Term Loan Committed Amount" shall have the meaning set forth in
Section 2.2(a).

     "First Lien Term Note" or "First Lien Term Notes" shall mean the promissory
notes of the Borrower in favor of each of the FLTL Lenders evidencing the
portion of the First Lien Term Loan provided pursuant to Section 2.2(d),
individually or collectively, as appropriate, as such promissory notes may be
amended, modified, restated, supplemented, extended, renewed or replaced from
time to time.

     "First Priority" shall mean, with respect to any Lien purported to be
created in any Collateral pursuant to any Security Document, that (a) such Lien
has priority over any other Lien on such Collateral other than any Permitted
Encumbrances having priority by operation of law over the Liens purported to be
created pursuant to the Security Documents and (b) such Lien is the only Lien
(other than Permitted Encumbrances) to which such Collateral is subject.

     "Fiscal Quarter" shall mean a fiscal quarter of any Fiscal Year.

                                                                              12

<PAGE>

     "Fiscal Year" shall mean the fiscal year of the Borrower and its
Subsidiaries ending on the last Thursday in September of each calendar year.

     "Flood Hazard Property" shall mean a Mortgaged Property located in an area
designated by the Federal Emergency Management Agency as having special flood or
mud slide hazards.

     "FLTL Lender" shall mean, as of any date of determination, a Lender holding
a First Lien Term Loan Commitment or a portion of outstanding First Lien Term
Loan on such date.

     "Freeman Spogli" shall mean Freeman Spogli & Co. Incorporated, a Delaware
corporation and Freeman Spogli & Co. LLC, a Delaware limited liability company,
and/or affiliated investment funds of either of them.

     "GAAP" shall mean generally accepted accounting principles in effect in the
United States of America applied on a consistent basis, subject, however, in the
case of determination of compliance with the financial covenants set out in
Section 6.6 to the provisions of Section 1.3.

     "Government Acts" shall have the meaning set forth in Section 2.20.

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

     "Governmental Authorization" shall mean any permit, license, authorization,
plan, directive, consent order or consent decree of or from any Governmental
Authority.

     "Guarantor" shall mean any of the Domestic Subsidiaries identified as a
"Guarantor" on the signature pages hereto and the Additional Credit Parties
which execute a Joinder Agreement, together with their successors and permitted
assigns.

     "Guaranty" shall mean the guaranty of the Guarantors set forth in Article
X.

     "Hazardous Materials" shall mean (a) any chemical, material or substance at
any time defined as or included in the definition of "hazardous substances",
"hazardous wastes", "hazardous materials", "extremely hazardous waste", acutely
hazardous waste", "radioactive waste", "biohazardous waste", "pollutant", "toxic
pollutant", "contaminant", "restricted hazardous waste", "infectious waste",
"toxic substances", or any other term or expression intended to define, list or
classify substances by reason of properties harmful to health, safety or the
indoor or outdoor environment (including harmful properties such as
ignitability, corrosivity, reactivity, carcinogenicity, toxicity, reproductive
toxicity, "TCLP toxicity" or "EP toxicity" or words of similar import under any
applicable Environmental Laws); (b) any oil, petroleum, petroleum fraction or
petroleum derived substance; (c) any drilling fluids, produced waters and other
wastes associated with the exploration, development or production of crude oil,
natural gas or geothermal resources; (d) any flammable substances or explosives;
(e) any radioactive materials; (f) any asbestos-containing materials; (g) urea
formaldehyde foam insulation; (h) electrical equipment which contains any oil or
dielectric fluid containing polychlorinated biphenyls; (i) pesticides; and (j)
any other chemical, material or substance, exposure to which is

                                                                              13

<PAGE>

prohibited, limited or regulated by any governmental authority or which may or
could pose a hazard to the health and safety of the owners, occupants or any
Persons in the vicinity of any Facility or to the indoor or outdoor environment.

     "Hazardous Materials Activity" shall mean any past, current, proposed or
threatened activity, event or occurrence involving any Hazardous Materials,
including the use, manufacture, possession, storage, holding, presence,
existence, location, Release, threatened Release, discharge, placement,
generation, transportation, processing, construction, treatment, abatement,
removal, remediation, disposal, disposition or handling of any Hazardous
Materials, and any corrective action or response action with respect to any of
the foregoing.

     "Hedging Agreements" shall mean, with respect to any Person, any agreement
entered into to protect such Person against fluctuations in interest rates, or
currency or raw materials values, including, without limitation, any interest
rate swap, cap or collar agreement or similar arrangement between such Person
and one or more counterparties, any foreign currency exchange agreement,
currency protection agreements, commodity purchase or option agreements or other
interest or exchange rate or commodity price hedging agreements.

     "Incremental Revolver" shall have the meaning set forth in Section 2.1(f).

     "Indebtedness" shall mean, with respect to any Person, without duplication,
(a) all obligations of such Person for borrowed money, (b) all obligations of
such Person evidenced by bonds, debentures, notes or similar instruments, or
upon which interest payments are customarily made, (c) all obligations of such
Person under conditional sale or other title retention agreements relating to
property purchased by such Person (other than customary reservations or
retentions of title under agreements with suppliers entered into in the ordinary
course of business), (d) all obligations of such Person issued or assumed as the
deferred purchase price of property or services purchased by such Person (other
than any such obligations incurred under ERISA or which represent accounts
payable incurred in the ordinary course of business and due within six months of
the incurrence thereof) which would appear as liabilities on a balance sheet of
such Person in accordance with GAAP, (e) all Indebtedness of others secured by
(or for which the holder of such Indebtedness has an existing right, contingent
or otherwise, to be secured by) any Lien on, or payable out of the proceeds of
production from, property owned or acquired by such Person, whether or not the
obligations secured thereby have been assumed, (f) all Contingent Obligations of
such Person with respect to Indebtedness of another Person, (g) the principal
portion of all obligations of such Person under Capital Leases, (h) all
Disqualified Capital Stock issued by such Person, (i) the principal balance
outstanding under any synthetic lease, tax retention operating lease,
off-balance sheet loan or similar off-balance sheet financing product, and (j)
the Indebtedness of any partnership or unincorporated joint venture in which
such Person is a general partner or a joint venturer. Obligations under Hedging
Agreements shall constitute Contingent Obligations, but not Indebtedness.

     "Intellectual Property" shall mean all Copyrights, Copyright Licenses,
Patents, Patent Licenses, Trademarks and Trademark Licenses

     "Interest Payment Date" shall mean (a) as to any Alternate Base Rate Loan
or Swingline Loan, the last day of each March, June, September and December and
on the applicable Maturity

                                                                              14

<PAGE>

Date, (b) as to any LIBOR Rate Loan having an Interest Period of three months or
less, the last day of such Interest Period, and (c) as to any LIBOR Rate Loan
having an Interest Period longer than three months, each day which is three
months after the first day of such Interest Period and the last day of such
Interest Period.

     "Interest Period" shall mean, with respect to any LIBOR Rate Loan,

     (a) initially, the period commencing on the Borrowing Date or conversion
date, as the case may be, with respect to such LIBOR Rate Loan and ending one,
two, three or six months thereafter, as selected by the Borrower in the notice
of borrowing or notice of conversion given with respect thereto; and

     (b) thereafter, each period commencing on the last day of the immediately
preceding Interest Period applicable to such LIBOR Rate Loan and ending one,
two, three or six months thereafter, as selected by the Borrower by irrevocable
notice to the Administrative Agent not less than three Business Days prior to
the last day of the then current Interest Period with respect thereto; provided
that the foregoing provisions are subject to the following:

          (i) if any Interest Period pertaining to a LIBOR Rate Loan would
     otherwise end on a day that is not a Business Day, such Interest Period
     shall be extended to the next succeeding Business Day unless the result of
     such extension would be to carry such Interest Period into another calendar
     month in which event such Interest Period shall end on the immediately
     preceding Business Day;

          (ii) any Interest Period pertaining to a LIBOR Rate Loan that begins
     on the last Business Day of a calendar month (or on a day for which there
     is no numerically corresponding day in the calendar month at the end of
     such Interest Period) shall end on the last Business Day of the relevant
     calendar month;

          (iii) if the Borrower shall fail to give notice as provided above, the
     Borrower shall be deemed to have selected an Alternate Base Rate Loan to
     replace the affected LIBOR Rate Loan;

          (iv) no Interest Period in respect of any Loan shall extend beyond the
     applicable Maturity Date and, further with regard to the First Lien Term
     Loans and the Second Lien Term Loans, no Interest Period shall extend
     beyond any principal amortization payment date unless the portion of such
     First Lien Term Loan or Second Lien Term Loan consisting of Alternate Base
     Rate Loans together with the portion of such First Lien Term Loan and
     Second Lien Term Loan consisting of LIBOR Rate Loans with Interest Periods
     expiring prior to or concurrently with the date such principal amortization
     payment date is due, is at least equal to the amount of such principal
     amortization payment due on such date; and

          (v) no more than ten (10) LIBOR Rate Loans may be in effect at any
     time. For purposes hereof, LIBOR Rate Loans with different Interest Periods
     shall be considered as separate LIBOR Rate Loans, even if they shall begin
     on the same date and

                                                                              15

<PAGE>

     have the same duration, although borrowings, extensions and conversions
     may, in accordance with the provisions hereof, be combined at the end of
     existing Interest Periods to constitute a new LIBOR Rate Loan with a single
     Interest Period.

     "Investment" shall mean (a) any direct or indirect purchase or other
acquisition by the Borrower or any of its Subsidiaries of, or of a beneficial
interest in, any Capital Stock of any other Person, (b) any direct or indirect
redemption, retirement, purchase or other acquisition for value, by any
Subsidiary of the Borrower from any Person other than the Borrower or any of its
Subsidiaries, of any Capital Stock of such Person, or (c) any direct or indirect
loan, advance (other than advances to employees for moving, entertainment and
travel expenses, drawing accounts and similar items in the ordinary course of
business) or capital contribution by the Borrower or any of its Subsidiaries to
any other Person (other than a wholly-owned Subsidiary of the Borrower),
including all indebtedness and accounts receivable from that other Person that
are not current assets or did not arise from sales to that other Person in the
ordinary course of business. The amount of any Investment shall be the original
cost of such Investment plus the cost of all additions thereto, without any
adjustments for increases or decreases in value, or write-ups, write-downs or
write-offs with respect to such Investment.

     "Issuing Lender" shall mean Wachovia.

     "Issuing Lender Fees" shall have the meaning set forth in Section 2.6(c).

     "Joinder Agreement" shall mean a Joinder Agreement substantially in the
form of Schedule 5.9, executed and delivered by an Additional Credit Party in
accordance with the provisions of Section 5.9.

     "Joint Venture" shall mean a joint venture, partnership or other similar
arrangement, whether in corporate, partnership or other legal form; provided
that in no event shall any corporate Subsidiary of any Person be considered to
be a Joint Venture to which such Person is a party.

     "Lender" shall have the meaning set forth in the first paragraph of this
Credit Agreement.

     "Letters of Credit" shall mean (a) any letter of credit issued by the
Issuing Lender pursuant to Section 2.4 and (b) any Existing Letter of Credit, in
each case as such letter of credit may be amended, modified, extended, renewed
or replaced from time to time.

     "Letter of Credit Fee" shall have the meaning set forth in Section 2.6(b).

     "LIBOR" shall mean, for any LIBOR Rate Loan for any Interest Period
therefor, the rate per annum (rounded upwards, if necessary, to the nearest
1/100 of 1%) appearing on Telerate Page 3750 (or any successor page) as the
London interbank offered rate for deposits in Dollars at approximately 11:00
a.m. (London time) two Business Days prior to the first day of such Interest
Period for a term comparable to such Interest Period. If for any reason such
rate is not available, the term "LIBOR" shall mean, for any LIBOR Rate Loan for
any Interest Period therefor, the rate per annum (rounded upwards, if necessary,
to the nearest 1/100 of 1%) appearing on Reuters Screen LIBO Page as the London
interbank offered rate for deposits in Dollars at approximately

                                                                              16

<PAGE>

11:00 A.M. (London time) two Business Days prior to the first day of such
Interest Period for a term comparable to such Interest Period; provided,
however, if more than one rate is specified on Reuters Screen LIBO Page, the
applicable rate shall be the arithmetic mean of all such rates (rounded upwards,
if necessary, to the nearest 1/100 of 1%). If, for any reason, neither of such
rates is available, then "LIBOR" shall mean the rate per annum at which, as
determined by the Administrative Agent, Dollars in an amount comparable to the
Loans then requested are being offered to leading banks at approximately 11:00
A.M. London time, two (2) Business Days prior to the commencement of the
applicable Interest Period for settlement in immediately available funds by
leading banks in the London interbank market for a period equal to the Interest
Period selected.

     "LIBOR Lending Office" shall mean, initially, the office of each Lender
designated as such Lender's LIBOR Lending Office shown on Schedule 9.2; and
thereafter, such other office of such Lender as such Lender may from time to
time specify to the Administrative Agent and the Borrower as the office of such
Lender at which the LIBOR Rate Loans of such Lender are to be made.

     "LIBOR Rate" shall mean a rate per annum (rounded upwards, if necessary, to
the next higher 1/100th of 1%) determined by the Administrative Agent pursuant
to the following formula:

          LIBOR Rate =                 LIBOR
                       1.00 - Eurodollar Reserve Percentage

     "LIBOR Rate Loan" shall mean Loans the rate of interest applicable to which
is based on the LIBOR Rate.

     "Lien" shall mean any mortgage, pledge, hypothecation, assignment, deposit
arrangement, encumbrance, lien (statutory or other), charge or other security
interest or any priority or other security agreement or preferential arrangement
having the practical effect of any of the foregoing, of any kind or nature
whatsoever (including, without limitation, any conditional sale or other title
retention agreement and any Capital Lease having substantially the same economic
effect as any of the foregoing).

     "Loan" shall mean a Revolving Loan, a Swingline Loan, the First Lien Term
Loan and/or the Second Lien Term Loan, as appropriate.

     "LOC Commitment" shall mean the commitment of the Issuing Lender to issue
Letters of Credit and with respect to each Lender, the commitment of such Lender
to purchase participation interests in the Letters of Credit up to such Lender's
LOC Committed Amount as specified in Schedule 2.1(a), as such amount may be
reduced from time to time in accordance with the provisions hereof.

     "LOC Committed Amount" shall mean, collectively, the aggregate amount of
all of the LOC Commitments of the Lenders to issue and participate in Letters of
Credit as referenced in

                                                                              17

<PAGE>

Section 2.4 and, individually, the amount of each Lender's LOC Commitment as
specified in Schedule 2.1(a).

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

     "LOC Mandatory Borrowing" shall have the meaning set forth in Section
2.4(e).

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

     "Margin Stock" has the meaning assigned to that term in Regulation U of the
Board of Governors of the Federal Reserve System as in effect from time to time.

     "Material Adverse Effect" shall mean a material adverse effect on (a) the
business, operations, property, condition (financial or otherwise) or prospects
of the Borrower and its Subsidiaries taken as a whole, (b) the ability of the
Borrower or any Guarantor to perform its obligations, when such obligations are
required to be performed, under this Credit Agreement, any of the Notes or any
other Credit Document or (c) the validity or enforceability of this Credit
Agreement, any of the Notes or any of the other Credit Documents or the rights
or remedies of the Administrative Agent or the Lenders hereunder or thereunder
or the perfection or priority of any Lien in favor of the Administrative Agent
on any material portion of the Collateral.

     "Material Contract" shall mean each of the contracts set forth on Schedule
1.1-3 annexed hereto and any other contract or other arrangement to which the
Borrower or any of its Subsidiaries is a party (other than the Credit Documents)
for which breach, nonperformance, cancellation or failure to renew could have a
Material Adverse Effect.

     "Maturity Date" shall mean March 31, 2007.

     "Moody's" shall mean Moody's Investors Service, Inc.

     "Mortgage" shall mean a security instrument (whether designated as a deed
of trust, a mortgage, a deed to secure debt or by any similar title) executed
and delivered by any Credit Party, substantially in the form of Schedule 1.1-2
annexed hereto or in such other form as may be approved by the Administrative
Agent in its sole discretion, in each case with such changes thereto as may be
recommended by the Administrative Agent's local counsel based on local laws or
customary local mortgage, deed to secured debt or deed of trust practices, as
such security instrument may be amended, supplemented or otherwise modified from
time to time.

     "Mortgaged Property" shall have the meaning set forth in Section 4.1(f).

                                                                              18

<PAGE>

     "Multiemployer Plan" shall mean any Employee Benefit Plan which is a
"multiemployer plan" as defined in Section 3(37) of ERISA.

     "Net Cash Proceeds" shall mean the aggregate Cash proceeds received by any
Credit Party or any Subsidiary in respect of any Asset Disposition, Equity
Issuance or Debt Issuance (including any Cash received by way of deferred
payment pursuant to, or by monetization of, a note receivable or otherwise, but
only as and when so received, and including any Cash received under any
insurance policy or as a result of the taking of any assets pursuant to the
power of eminent domain, condemnation or otherwise), net of (a) direct costs
(including, without limitation, legal, accounting and investment banking fees,
and sales commissions), (b) taxes reasonably estimated to be actually payable in
connection with such Asset Disposition, Equity Issuance or Debt Issuance as a
result of such Asset Disposition, Equity Issuance or Debt Issuance, (c) with
respect to any Asset Disposition, payment of the principal amount, premium or
penalty, if any, on any Indebtedness (other than the Obligations) secured by a
Lien on the assets or Capital Stock sold and required to be repaid because of
such Asset Disposition, and (d) with respect to any Asset Disposition,
reasonable reserves established in good faith by the Borrower (and reasonably
acceptable to the Administrative Agent) in respect of (i) possible adjustments
to the sale price, (ii) any retained liabilities or obligations relating to the
assets sold and (iii) indemnification obligations undertaken with respect to
indemnification provisions and representations and warranties in connection with
such Asset Disposition. "Net Cash Proceeds" shall include, without limitation,
any Cash received upon the sale or other disposition of any non-cash
consideration received by any Credit Party or any Subsidiary in any Asset
Disposition, Equity Issuance or Debt Issuance.

     "New Purchasing Lender" shall have the meaning set forth in Section 9.6(c).

     "Note" or "Notes" shall mean the Revolving Notes, the Swingline Note, the
First Lien Term Notes and/or the Second Lien Term Notes, collectively,
separately or individually, as appropriate.

     "Notice of Borrowing" shall mean the written notice of borrowing as
referenced and defined in Section 2.1(b)(i) or 2.5(b)(i), as appropriate.

     "Notice of Conversion" shall mean the written notice of extension or
conversion as referenced and defined in Section 2.11.

     "Obligations" shall mean, collectively, Loans and LOC Obligations and all
other obligations of the Credit Parties to the Administrative Agent and the
Lenders under the Credit Documents.

     "Officer's Certificate" shall mean, as applied to any corporation, a
certificate executed on behalf of such corporation by its chairman of the board
(if an officer) or its president or one of its vice presidents and by its chief
financial officer or its treasurer; provided that every Officers' Certificate
with respect to the compliance with a condition precedent to the making of any
Loans hereunder shall include (a) a statement that the officer or officers
making or giving such Officers' Certificate have read such condition and any
definitions or other provisions contained

                                                                              19

<PAGE>

in this Agreement relating thereto, (b) a statement that, in the opinion of the
signers, they have made or have caused to be made such examination or
investigation as is necessary to enable them to express an informed opinion as
to whether or not such condition has been complied with, and (c) a statement as
to whether, in the opinion of the signers, such condition has been complied
with.

     "Operating Lease" shall mean, as applied to any Person, any lease
(including leases that may be terminated by the lessee at any time) of any
property (whether real, personal or mixed) that is not a Capital Lease other
than any such lease under which that Person is the lessor.

     "Participant" shall have the meaning set forth in Section 9.6(b).

     "Participation Interest" shall mean the purchase by a Lender of a
participation interest in Letters of Credit as provided in Section 2.4 and in
Swingline Loans as provided in Section 2.5.

     "Patent License" shall mean all agreements, whether written or oral,
providing for the grant by or to a Credit Party of any right to manufacture, use
or sell any invention covered by a Patent, including, without limitation, any
thereof referred to in Schedule 3.21.

     "Patents" shall mean (a) all letters patent of the United States or any
other country and all reissues and extensions thereof, including, without
limitation, any thereof referred to in Schedule 3.21, and (b) all applications
for letters patent of the United States or any other country and all divisions,
continuations and continuations-in-part thereof, including, without limitation,
any thereof referred to in Schedule 3.21.

     "PBGC" shall mean the Pension Benefit Guaranty Corporation established
pursuant to Subtitle A of Title IV of ERISA, or any successor thereto.

     "Pension Plan" shall mean any Employee Benefit Plan, other than a
Multiemployer Plan, which is subject to Section 412 of the Internal Revenue Code
or Section 302 of ERISA.

     "Perfection Certificate" shall mean that certain Perfection Certificate,
dated as of the Closing Date, executed and delivered by the Borrower to the
Administrative Agent.

     "Permitted Acquisition" shall mean an acquisition of assets or a business
effected in accordance with the provisions of Section 6.7(e).

     "Permitted Encumbrances" shall mean the following types of Liens (excluding
any such Lien imposed pursuant to Section 401(a)(29) or 412(n) of the Code or by
ERISA, any such Lien relating to or imposed in connection with any Environmental
Claim, and any such Lien expressly prohibited by any applicable terms of any of
the Security Documents):

     (a) Liens for taxes, assessments or governmental charges or claims the
payment of which is not, at the time, required by Section 5.3;

     (b) statutory Liens of landlords, statutory Liens of banks and rights of
set-off, statutory Liens of carriers, warehousemen, mechanics, repairmen,
workmen and materialmen,

                                                                              20

<PAGE>

and other Liens imposed by law, in each case incurred in the ordinary course of
business (i) for amounts not yet overdue or (ii) for amounts that are overdue
and that (in the case of any such amounts overdue for a period in excess of 30
days) are being contested in good faith by appropriate proceedings, so long as
(A) such reserves or other appropriate provisions, if any, as shall be required
by GAAP shall have been made for any such contested amounts, and (B) in the case
of a Lien with respect to any portion of the Collateral, such contest
proceedings conclusively operate to stay the sale of any portion of the
Collateral on account of such Lien;

     (c) Liens incurred or deposits made in the ordinary course of business in
connection with workers' compensation, unemployment insurance and other types of
social security, or to secure the performance of tenders, statutory obligations,
surety and appeal bonds, bids, leases, government contracts, trade contracts,
performance and return-of-money bonds and other similar obligations (exclusive
of obligations for the payment of borrowed money), so long as no foreclosure,
sale or similar proceedings have been commenced with respect to any portion of
the Collateral on account thereof;

     (d) any attachment or judgment Lien not constituting an Event of Default
under Section 7.1(h);

     (e) leases or subleases granted to third parties in accordance with any
applicable terms of the Security Documents and not interfering in any material
respect with the ordinary conduct of the business of the Borrower or any of its
Subsidiaries or resulting in a material diminution in the value of any
Collateral as security for the Credit Party Obligations;

     (f) easements, rights-of-way, restrictions, encroachments, and other minor
defects or irregularities in title, in each case which do not and will not
interfere in any material respect with the ordinary conduct of the business of
the Borrower or any of its Subsidiaries or result in a material diminution in
the value of any Collateral as security for the Credit Party Obligations;

     (g) any (i) interest or title of a lessor or sublessor under any lease
permitted under this Agreement, (ii) restriction or encumbrance that the
interest or title of such lessor or sublessor may be subject to, or (iii)
subordination of the interest of the lessee or sublessee under such lease to any
restriction or encumbrance referred to in the preceding clause (ii), so long as
the holder of such restriction or encumbrance agrees to recognize (if required
to do so pursuant to the provisions of such lease) the rights of such lessee or
sublessee under such lease;

     (h) Liens arising from filing Uniform Commercial Code financing statements
relating to leases permitted by this Agreement or consignments or similar
arrangements relating to the sale of goods in the ordinary course of business;

     (i) Liens in favor of customs and revenue authorities arising as a matter
of law to secure payment of customs duties in connection with the importation of
goods;

     (j) any zoning or similar law or right reserved to or vested in any
Governmental Authority to control or regulate the use of any real property;

                                                                              21

<PAGE>

     (k) Liens securing obligations (other than obligations representing
Indebtedness for borrowed money) under operating, reciprocal easement or similar
agreements entered into in the ordinary course of business of the Borrower and
its Subsidiaries; and

     (l) licenses of Intellectual Property rights granted by the Borrower or any
of its Subsidiaries in the ordinary course of business and not interfering in
any material respect with the ordinary conduct of the business of the Borrower
or such Subsidiary.

     "Permitted Holders" shall mean Freeman Spogli or any successor entity
thereof controlled by principals of Freeman Spogli and any entity controlled by,
or under common control with, Freeman Spogli.

     "Permitted Investments" shall have the meaning set forth in Section 6.3.

     "Permitted Liens" shall have the meaning set forth in Section 6.2.

     "Person" shall mean an individual, partnership, corporation, limited
liability company, business trust, joint stock company, trust, unincorporated
association, joint venture, Governmental Authority or other entity of whatever
nature.

     "Pledge Agreement" shall mean the Amended and Restated Pledge Agreement
dated as of the Closing Date to be executed in favor of the Administrative Agent
by the Borrower and each of the other Credit Parties, as amended, modified,
restated or supplemented from time to time.

     "Pledged Collateral" shall have the meaning set forth in the Pledge
Agreement.

     "Prime Rate" shall have the meaning set forth in the definition of
Alternate Base Rate.

     "PTO" shall mean the Patent and Trademark Office.

     "Purchasing Lenders" shall have the meaning set forth in Section 9.6(c).

     "Real Property Asset" shall mean, at any time of determination, any
interest then owned by any Credit Party in any real property.

     "Recovery Event" shall mean (a) theft, loss, physical destruction or
damage, taking or similar event with respect to any property or assets owned by
the Borrower or any of its Subsidiaries which results in the receipt by the
Borrower or any of its Subsidiaries of any cash insurance proceeds or
condemnation award payable by reason thereof and (b) any event resulting in the
receipt by the Borrower or any of its Subsidiaries of business interruption
insurance proceeds.

     "Register" shall have the meaning set forth in Section 9.6(d).

     "Related Agreements" shall mean, collectively, the Certificate of
Designations, the Stockholders Agreement, the Related Financing Documents and
the Affiliate Agreements.

                                                                              22

<PAGE>

     "Related Financing Documents" shall mean, collectively, the Senior
Subordinated Notes, the Senior Subordinated Note Indenture and all other
agreements or instruments delivered pursuant to or in connection with any of the
foregoing including any purchase agreement or registration rights agreement.

     "Related Fund" shall mean, with respect to any Lender or other Person who
invests in commercial bank loans in the ordinary course of business, any other
fund or trust or entity that invests in commercial bank loans in the ordinary
course of business and is advised or managed by such Lender, by an Affiliate of
such Lender or other Persons or the same investment advisor as such Lender or by
an Affiliate of such Lender or investment advisor.

     "Release" shall mean any release, spill, emission, leaking, pumping,
pouring, injection, escaping, deposit, disposal, discharge, dispersal, dumping,
leaching or migration of Hazardous Materials into the indoor or outdoor
environment (including the abandonment or disposal of any barrels, containers or
other closed receptacles containing any Hazardous Materials), including the
movement of any Hazardous Materials through the air, soil, surface water or
groundwater.

     "Required Lenders" shall mean (a) with respect to any determination to
charge the default rate of interest pursuant to Section 2.10 or to accelerate
the Loans and all other amounts under the Credit Documents pursuant to Section
7.2, Lenders holding in the aggregate greater than 50% of the sum of (i) the
Revolving Commitments (and Participation Interests therein) or, if the Revolving
Commitments have been terminated, the outstanding Revolving Loans and
Participation Interests (including the Participation Interests of the Issuing
Lender in any Letters of Credit and of the Swingline Lender in Swingline Loans),
(ii) the outstanding First Lien Term Loans and (iii) the outstanding Second Lien
Term Loans, and (b) with respect to any other determination or amendment, waiver
or modification of any Credit Document, both (i) Revolving Lenders holding in
the aggregate greater than 50% of the Revolving Commitments (and Participation
Interests therein) or, if the Revolving Commitments have been terminated, the
outstanding Revolving Loans and Participation Interests (including the
Participation Interests of the Issuing Lender in any Letters of Credit and of
the Swingline Lender in Swingline Loans) and (ii) FLTL Lenders and SLTL Lenders
holding in the aggregate greater than 50% of the outstanding First Lien Term
Loans and Second Lien Term Loans; provided, however, that if any Lender shall be
a Defaulting Lender at such time, then there shall be excluded from the
determination of Required Lenders, Obligations (including Participation
Interests) owing to such Defaulting Lender and such Defaulting Lender's
Commitments, or after termination of the Commitments, the principal balance of
the Obligations owing to such Defaulting Lender.

     "Requirement of Law" shall mean, as to any Person, the Certificate of
Incorporation and By-laws or other organizational or governing documents of such
Person, and each law, treaty, rule or regulation or determination of an
arbitrator or a court or other Governmental Authority, in each case applicable
to or binding upon such Person or any of its property or to which such Person or
any of its property is subject.

     "Restricted Junior Payment" shall mean (a) any dividend or other
distribution, direct or indirect, on account of any shares of any class of stock
of the Borrower now or hereafter outstanding, except a dividend payable solely
in shares of that class of stock to the holders of that class, (b) any
redemption, retirement, sinking fund or similar payment, purchase or other

                                                                              23

<PAGE>

acquisition for value, direct or indirect, of any shares of any class of stock
of the Borrower now or hereafter outstanding, (c) any payment made to retire, or
to obtain the surrender of, any outstanding warrants, options or other rights to
acquire shares of any class of stock of the Borrower now or hereafter
outstanding, and (d) except as permitted pursuant to Section 6.1(f), any payment
or prepayment of principal of, premium, if any, or interest on, or redemption,
purchase, retirement, defeasance (including in-substance or legal defeasance),
sinking fund or similar payment with respect to, any Subordinated Indebtedness.

     "Revolving Commitment" shall mean, with respect to each Revolving Lender,
the commitment of such Revolving Lender to make Revolving Loans in an aggregate
principal amount at any time outstanding up to the amount of such Revolving
Lender's "Revolving Commitment" as specified on Schedule 2.1(a), as such amount
may be reduced or increased from time to time in accordance with the terms
hereof.

     "Revolving Commitment Percentage" shall mean, for each Revolving Lender,
the percentage identified as its Revolving Commitment Percentage on Schedule
2.1(a), as such percentage may be modified in connection wit h any assignment
made in accordance with the provisions of Section 9.6(c).

     "Revolving Committed Amount" shall have the meaning set forth in Section
2.1.

     "Revolving Lender" shall mean, as of any date of determination, a Lender
holding a Revolving Commitment on such date.

     "Revolving Loans" shall have the meaning set forth in Section 2.1.

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

     "S&P" shall mean Standard & Poor's Ratings Group, a division of The McGraw
Hill Companies, Inc.

     "Scheduled Debt Payments" shall mean, as of any date of determination for
the Borrower and its Subsidiaries, the sum of all scheduled payments of
principal on Indebtedness for the applicable period ending on the date of
determination (including the principal component of payments due on Capital
Leases during the applicable period ending on the date of determination), as
such scheduled payments may be adjusted from time to time as a result of
mandatory prepayments made pursuant to Section 2.8(b).

     "Second Lien Credit Party Obligations" shall mean all Credit Party
Obligations due and payable to the SLTL Lenders.

     "Second Lien Term Loan" shall have the meaning set forth in Section 2.3(a).

                                                                              24

<PAGE>

     "Second Lien Term Loan Commitment" shall mean, with respect to each SLTL
Lender, the commitment of such SLTL Lender to make its portion of the Second
Lien Term Loan in a principal amount equal to such SLTL Lender's Second Lien
Term Loan Commitment Percentage of the Second Lien Term Loan Committed Amount
(and for purposes of making determinations of Required Lenders hereunder after
the Closing Date, the principal amount outstanding on the Second Lien Term
Loan).

     "Second Lien Term Loan Commitment Percentage" shall mean, for any SLTL
Lender, the percentage identified as its Second Lien Term Loan Commitment
Percentage on Schedule 2.1(a), as such percentage may be modified in connection
with any assignment made in accordance with the provisions of Section 9.6.

     "Second Lien Term Loan Committed Amount" shall have the meaning set forth
in Section 2.3(a).

     "Second Lien Term Note" or "Second Lien Term Notes" shall mean the
promissory notes of the Borrower in favor of each of the SLTL Lenders evidencing
the portion of the Second Lien Term Loan provided pursuant to Section 2.3(d),
individually or collectively, as appropriate, as such promissory notes may be
amended, modified, restated, supplemented, extended, renewed or replaced from
time to time.

     "Security Agreement" shall mean the Amended and Restated Security Agreement
dated as of the Closing Date given by the Borrower and the other Credit Parties
to the Administrative Agent, as amended, modified or supplemented from time to
time in accordance with its terms.

     "Security Documents" shall mean the Security Agreement, the Pledge
Agreement, the Mortgages, the Additional Mortgages, the Collateral Account
Agreement and any other documents executed and delivered in connection with the
granting, attachment and perfection of the Administrative Agent's security
interests and liens arising thereunder, including, without limitation, Uniform
Commercial Code financing statements.

     "Senior Subordinated Note Indenture" shall mean the indenture dated as of
October 23, 1997, between the Borrower, the guarantors named therein and United
States Trust Company of New York, as trustee, pursuant to which the Senior
Subordinated Notes were issued, as such indenture may be amended from time to
time to the extent permitted under Section 6.13.

     "Senior Subordinated Notes" shall mean the 10 1/4% Senior Subordinated
Notes due 2007 of the Borrower issued pursuant to the Senior Subordinated Note
Indenture, as such notes may be amended from time to time to the extent
permitted under Section 6.13.

     "SLTL Lender" shall mean, as of any date of determination, a Lender holding
a Second Lien Term Loan Commitment or a portion of outstanding Second Lien Term
Loan on such date.

     "Solvent" shall mean, with respect to any Person, that as of the date of
determination both (a) (i) the then fair saleable value of the property of such
Person is (A) greater than the total amount of liabilities (including contingent
liabilities) of such Person and (B) not less than the amount that will be
required to pay the probable liabilities on such Person's then existing debts

                                                                              25

<PAGE>

as they become absolute and matured considering all financing alternatives and
potential asset sales reasonably available to such Person; (ii) such Person's
capital is not unreasonably small in relation to its business or any
contemplated or undertaken transaction; and (iii) such Person does not intend to
incur, or believe (nor should it reasonably believe) that it will incur, debts
beyond its ability to pay such debts as they become due; and (b) such Person is
"solvent" within the meaning given that term and similar terms under applicable
laws relating to fraudulent transfers and conveyances. For purposes of this
definition, the amount of any contingent liability at any time shall be computed
as the amount that, in light of all of the facts and circumstances existing at
such time, represents the amount that can reasonably be expected to become an
actual or matured liability.

     "Stockholders Agreement" shall mean that certain Stockholders' Agreement
dated as of August 19, 1996 by and among the Borrower, Freeman Spogli and the
other stockholders of the Borrower, in the form delivered to the Administrative
Agent and the Lenders prior the Closing Date and as such agreement may be
amended from time to time thereafter to the extent permitted under Section 6.13.

     "Subordinated Indebtedness" shall mean (a) the Indebtedness of the Borrower
evidenced by the Senior Subordinated Notes and any subordinated indebtedness
issued in compliance with Section 6.1(f) and (b) any other Indebtedness of the
Borrower subordinated in right of payment to the Credit Party Obligations
pursuant to documentation containing maturities, amortization schedules,
covenants, defaults, remedies, subordination provisions and other material terms
in form and substance satisfactory to the Administrative Agent and the Required
Lenders.

     "Subsidiary" shall mean, as to any Person, a corporation, partnership,
limited liability company or other entity of which shares of stock or other
ownership interests having ordinary voting power (other than stock or such other
ownership interests having such power only by reason of the happening of a
contingency) to elect a majority of the board of directors or other managers of
such corporation, partnership or other entity are at the time owned, or the
management of which is otherwise controlled, directly or indirectly through one
or more intermediaries, or both, by such Person. Unless otherwise qualified, all
references to a "Subsidiary" or to "Subsidiaries" in this Credit Agreement shall
refer to a Subsidiary or Subsidiaries of the Borrower.

     "Swingline Commitment" shall mean the commitment of the Swingline Lender to
make Swingline Loans in an aggregate principal amount at any time outstanding up
to the Swingline Committed Amount, and the commitment of the Lenders to purchase
participation interests in the Swingline Loans as provided in Section
2.5(b)(ii), as such amounts may be reduced from time to time in accordance with
the provisions hereof.

     "Swingline Committed Amount" shall have the meaning set forth in Section
2.5(a).

     "Swingline Lender" shall mean Wachovia.

     "Swingline Loan" or "Swingline Loans" shall have the meaning set forth in
Section 2.5(a).

                                                                              26

<PAGE>

     "Swingline Mandatory Borrowing" shall have the meaning set forth in Section
2.5(b)(ii).

     "Swingline Note" shall mean the promissory note of the Borrower in favor of
the Swingline Lender evidencing the Swingline Loans provided pursuant to Section
2.5(d), as such promissory note may be amended, modified, supplemented,
extended, renewed or replaced from time to time.

     "Taxes" shall have the meaning set forth in Section 2.19.

     "Term Loans" shall mean collectively, the First Lien Term Loan and the
Second Lien Term Loan.

     "Trademark License" shall means any agreement, written or oral, providing
for the grant by or to a Credit Party of any right to use any Trademark,
including, without limitation, any thereof referred to in Schedule 3.21.

     "Trademarks" shall mean (a) all trademarks, trade names, corporate names,
company names, business names, fictitious business names, trade dress and
service marks, logos and other source or business identifiers, and the goodwill
associated therewith, now existing or hereafter adopted or acquired, all
registrations and recordings thereof, and all applications in connection
therewith, whether in the United States Patent and Trademark Office or in any
similar office or agency of the United States, any State thereof or any other
country or any political subdivision thereof, or otherwise, including, without
limitation, any thereof referred to in Schedule 3.21, and (b) all renewals
thereof, including, without limitation, any thereof referred to in Schedule
3.21.

     "Tranche" shall mean the collective reference to LIBOR Rate Loans whose
Interest Periods begin and end on the same day. A Tranche may sometimes be
referred to as a "LIBOR Tranche".

     "Transfer Closing Date" shall have the meaning set forth in each Commitment
Transfer Supplement.

     "2.19 Certificate" shall have the meaning set forth in Section 2.19.

     "Type" shall mean, as to any Loan, its nature as an Alternate Base Rate
Loan or LIBOR Rate Loan, as the case may be.

     "Wachovia" shall mean Wachovia Bank, National Association, a national
banking association.

     "Works" shall mean all works which are subject to copyright protection
pursuant to Title 17 of the United States Code.

                                                                              27

<PAGE>

     Section 1.2 Other Definitional Provisions.

     (a) Unless otherwise specified therein, all terms defined in this Credit
Agreement shall have the defined meanings when used in the Notes or other Credit
Documents or any certificate or other document made or delivered pursuant
hereto.

     (b) The words "hereof", "herein" and "hereunder" and words of similar
import when used in this Credit Agreement shall refer to this Credit Agreement
as a whole and not to any particular provision of this Credit Agreement, and
Section, subsection, Schedule and Exhibit references are to this Credit
Agreement unless otherwise specified.

     (c) The meanings given to terms defined herein shall be equally applicable
to both the singular and plural forms of such terms.

     (d) For purposes of this Credit Agreement and the other Credit Documents,
the term "Lender" when used in reference to the provider of a Hedging Agreement
shall include (i) any Affiliate of a Lender which Affiliate is party to a
Hedging Agreement and (ii) any Person that was a Lender (or Affiliate of a
Lender) under the Credit Agreement at the time it entered into the Hedging
Agreement that has ceased to be a Lender under the Credit Agreement.

     Section 1.3 Accounting Terms.

     Unless otherwise specified herein, all accounting terms used herein shall
be interpreted, all accounting determinations hereunder shall be made, and all
financial statements required to be delivered hereunder shall be prepared in
accordance with GAAP applied on a basis consistent with the most recent audited
consolidated financial statements of the Borrower delivered to the Lenders;
provided that, if the Borrower shall notify the Administrative Agent that it
wishes to amend any covenant in Section 6.6 to appropriately reflect the effect
of any change in GAAP on the operation of such covenant (or if the
Administrative Agent notifies the Borrower that the Required Lenders wish to
amend Section 6.6 for such purpose), then the Borrower's compliance with such
covenant shall be determined on the basis of GAAP in effect immediately before
the relevant change in GAAP became effective, until either such notice is
withdrawn or such covenant is amended in a manner satisfactory to the Borrower
and the Required Lenders.

     Section 1.4 Time References.

     Unless otherwise specified, all references herein to times of day shall be
references to Eastern time (daylight or standard, as applicable).

                                                                              28

<PAGE>

                                   ARTICLE II

                           THE LOANS; AMOUNT AND TERMS

     Section 2.1 Revolving Loans.

     (a) Revolving Commitment. During the Commitment Period, subject to the
terms and conditions hereof, each Revolving Lender severally agrees to make
revolving credit loans ("Revolving Loans") to the Borrower from time to time in
an aggregate principal amount of up to such Revolving Lender's Revolving
Commitment Percentage of FIFTY-TWO MILLION DOLLARS ($52,000,000) (as such
aggregate maximum amount may be reduced from time to time as provided in Section
2.7, the "Revolving Committed Amount") for the purposes hereinafter set forth;
provided, however, that (i) with regard to each Revolving Lender individually,
the sum of such Revolving Lender's share of outstanding Revolving Loans plus
such Revolving Lender's Revolving Commitment Percentage of outstanding Swingline
Loans plus such Revolving Lender's Revolving Commitment Percentage of LOC
Obligations shall not exceed such Revolving Lender's Revolving Committed Amount,
and (ii) with regard to the Revolving Lenders collectively, the sum of the
outstanding Revolving Loans plus outstanding Swingline Loans plus LOC
Obligations shall not exceed the Revolving Committed Amount. Revolving Loans may
consist of Alternate Base Rate Loans or LIBOR Rate Loans, or a combination
thereof, as the Borrower may request, and may be repaid and reborrowed in
accordance with the provisions hereof; provided that all Revolving Loans made on
the Closing Date or on any of the first two Business Days following the Closing
Date shall only consist of Alternate Base Rate Loans.

     (b) Revolving Loan Borrowings.

          (i) Notice of Borrowing. The Borrower may request a Revolving Loan
     borrowing by written notice (or telephone notice promptly confirmed in
     writing which confirmation may be by fax) to the Administrative Agent not
     later than 11:00 a.m. on the Business Day prior to the date of requested
     borrowing in the case of Alternate Base Rate Loans, and on the third
     Business Day prior to the date of the requested borrowing in the case of
     LIBOR Rate Loans. Each such request for borrowing shall be irrevocable,
     shall be substantially in the form of the Notice of Borrowing (a "Notice of
     Borrowing") attached hereto as Schedule 2.1(b)(i) and shall specify (A)
     that a Revolving Loan is requested, (B) the date of the requested borrowing
     (which shall be a Business Day), (C) the aggregate principal amount to be
     borrowed, (D) whether the borrowing shall be comprised of Alternate Base
     Rate Loans, LIBOR Rate Loans or a combination thereof, and if LIBOR Rate
     Loans are requested, the Interest Period(s) therefor. If the Borrower shall
     fail to specify in any such Notice of Borrowing (I) an applicable Interest
     Period in the case of a LIBOR Rate Loan, then such notice shall be deemed
     to be a request for an Interest Period of one month, or (II) the type of
     Revolving Loan requested, then such notice shall be deemed to be a request
     for an Alternate Base Rate Loan hereunder. The Administrative Agent shall
     give notice to each Revolving Lender promptly upon receipt of each Notice
     of Borrowing, the contents thereof and each such Revolving Lender's share
     thereof.

                                                                              29

<PAGE>

          (ii) Advances. Each Revolving Lender will make its Revolving
     Commitment Percentage of each Revolving Loan borrowing available to the
     Administrative Agent for the account of the Borrower at the office of the
     Administrative Agent specified in Schedule 9.2, or at such other office as
     the Administrative Agent may designate in writing, by 1:00 p.m. on the date
     specified in the applicable Notice of Borrowing in Dollars and in funds
     immediately available to the Administrative Agent. Such borrowing will then
     be made available to the Borrower by the Administrative Agent by crediting
     the account of the Borrower on the books of such office with the aggregate
     of the amounts made available to the Administrative Agent by the Revolving
     Lenders and in like funds as received by the Administrative Agent.

     (c) Repayment. The principal amount of all Revolving Loans shall be due and
payable in full on the Maturity Date.

     (d) Interest. Subject to the provisions of Section 2.10, Revolving Loans
shall bear interest as follows:

          (i) Alternate Base Rate Loans. During such periods as Revolving Loans
     shall be comprised of Alternate Base Rate Loans, each such Alternate Base
     Rate Loan shall bear interest at a per annum rate equal to the sum of the
     Alternate Base Rate plus the Applicable Margin; and

          (ii) LIBOR Rate Loans. During such periods as Revolving Loans shall be
     comprised of LIBOR Rate Loans, each such LIBOR Rate Loan shall bear
     interest at a per annum rate equal to the sum of the LIBOR Rate plus the
     Applicable Margin.

     Interest on Revolving Loans shall be payable in arrears on each Interest
Payment Date.

     (e) Revolving Notes. Each Revolving Lender's Revolving Commitment shall be
evidenced by a duly executed promissory note of the Borrower to such Revolving
Lender in substantially the form of Schedule 2.1(e).

     (f) Incremental Revolver. So long as no Default or Event of Default shall
have occurred and be continuing, the Borrower shall have the right, at any time
from the Closing Date until the second anniversary of the Closing Date, to
increase the Revolving Committed Amount by an aggregate amount up to $18,000,000
(the "Incremental Revolver"). Participation in the Incremental Revolver shall be
offered first to each of the existing Lenders, but each such Lender shall have
no obligation to provide all or any portion of the Incremental Revolver. If the
amount of the Incremental Revolver requested by the Borrower shall exceed the
commitments which the existing Lenders are willing to provide with respect to
such Incremental Revolver, then the Borrower may invite other banks, financial
institutions and investment funds reasonably acceptable to the Administrative
Agent to join this Credit Agreement as Lenders hereunder for the portion of such
Incremental Revolver not taken by existing Lenders; provided that such other
banks, financial institutions and investment funds shall enter into such joinder
agreements to give effect thereto as the Administrative Agent and the Borrower
may reasonably request. The

                                                                              30

<PAGE>

Administrative Agent is authorized to enter into, on behalf of the Lenders, any
amendment to this Credit Agreement (including updating Schedule 2.1(a) hereto)
or any other Credit Document as may be necessary to incorporate the terms of the
Incremental Revolver therein.

     Section 2.2 First Lien Term Loan Facility.

     (a) First Lien Term Loan. Subject to the terms and conditions hereof, each
FLTL Lender severally agrees to make available to the Borrower on the Closing
Date such FLTL Lender's First Lien Term Loan Commitment Percentage of a term
loan in Dollars (the "First Lien Term Loan") in the aggregate principal amount
of TWO HUNDRED FIFTY-THREE MILLION DOLLARS ($253,000,000) (the "First Lien Term
Loan Committed Amount"), as adjusted for any applicable discount, for the
purposes hereinafter set forth. The First Lien Term Loan may consist of
Alternate Base Rate Loans or LIBOR Rate Loans, or a combination thereof, as the
Borrower may request; provided that on the Closing Date the First Lien Term Loan
shall only consist of Alternate Base Rate Loans. Amounts repaid or prepaid on
the First Lien Term Loan may not be reborrowed.

     (b) Repayment of First Lien Term Loan. The principal amount of the First
Lien Term Loan shall be repaid in sixteen (16) consecutive quarterly
installments as follows, unless accelerated sooner pursuant to Section 7.2:

Principal Amortization         First Lien Term Loan
     Payment Date         Principal Amortization Payment
-----------------------   ------------------------------
      June 30, 2003                $  2,500,000
   September 30, 2003              $  2,500,000
    December 31, 2003              $  2,500,000
     March 31, 2004                $  5,000,000
      June 30, 2004                $  8,750,000
   September 30, 2004              $  8,750,000
    December 31, 2004              $          0
     March 31, 2005                $  8,000,000
      June 30, 2005                $  8,000,000
   September 30, 2005              $  9,000,000
    December 31, 2005              $  5,000,000
     March 31, 2006                $  5,000,000
      June 30, 2006                $  6,250,000

                                                                              31

<PAGE>

   September 30, 2006              $  6,250,000
    December 31, 2006              $  6,250,000
     March 31, 2007                $169,250,000

The outstanding principal amount of the First Lien Term Loan and all accrued but
unpaid interest and other amounts payable with respect to the First Lien Term
Loan shall be repaid on the Maturity Date.

     (c) Interest on the First Lien Term Loan. Subject to the provisions of
Section 2.10, the First Lien Term Loan shall bear interest as follows:

          (i) Alternate Base Rate Loans. During such periods as the First Lien
     Term Loan shall be comprised of Alternate Base Rate Loans, each such
     Alternate Base Rate Loan shall bear interest at a per annum rate equal to
     the sum of the Alternate Base Rate plus the Applicable Margin; and

          (ii) LIBOR Rate Loans. During such periods as the First Lien Term Loan
     shall be comprised of LIBOR Rate Loans, each such LIBOR Rate Loan shall
     bear interest at a per annum rate equal to the sum of the LIBOR Rate plus
     the Applicable Margin; provided that, for purposes of calculating interest
     on the First Lien Term Loan comprised of LIBOR Rate Loans, the LIBOR Rate
     shall equal the greater of (A) the LIBOR Rate then in effect and (B) 1.75%.

     Interest on the First Lien Term Loan shall be payable in arrears on each
Interest Payment Date.

     (d) First Lien Term Notes. Each FLTL Lender's First Lien Term Loan
Commitment Percentage of the First Lien Term Loan Committed Amount shall be
evidenced by a duly executed promissory note of the Borrower to such FLTL Lender
in substantially the form of Schedule 2.2(d).

     Section 2.3 Second Lien Term Loan Facility.

     (a) Second Lien Term Loan. Subject to the terms and conditions hereof, each
SLTL Lender severally agrees to make available to the Borrower on the Closing
Date such SLTL Lender's Second Lien Term Loan Commitment Percentage of a term
loan in Dollars (the "Second Lien Term Loan") in the aggregate principal amount
of FIFTY-ONE MILLION DOLLARS ($51,000,000) (the "Second Lien Term Loan Committed
Amount"), as adjusted for any applicable discount, for the purposes hereinafter
set forth. The Second Lien Term Loan may consist of Alternate Base Rate Loans or
LIBOR Rate Loans, or a combination thereof, as the Borrower may request;
provided that on the Closing Date the Second Lien Term Loan shall only consist
of Alternate Base Rate Loans. Amounts repaid or prepaid on the Second Lien Term
Loan may not be reborrowed.

                                                                              32

<PAGE>

     (b) Repayment of Second Lien Term Loan. The principal amount of the Second
Lien Term Loan and all accrued but unpaid interest and other amounts payable
with respect to the Second Lien Term Loan shall be repaid on the Maturity Date.

     (c) Interest on the Second Lien Term Loan. Subject to the provisions of
Section 2.10, the Second Lien Term Loan shall bear interest as follows:

          (i) Alternate Base Rate Loans. During such periods as the Second Lien
     Term Loan shall be comprised of Alternate Base Rate Loans, each such
     Alternate Base Rate Loan shall bear interest at a per annum rate equal to
     the sum of the Alternate Base Rate plus the Applicable Margin; and

          (ii) LIBOR Rate Loans. During such periods as the Second Lien Term
     Loan shall be comprised of LIBOR Rate Loans, each such LIBOR Rate Loan
     shall bear interest at a per annum rate equal to the sum of the LIBOR Rate
     plus the Applicable Margin; provided that, for purposes of calculating
     interest on the Second Lien Term Loan comprised of LIBOR Rate Loans, the
     LIBOR Rate shall equal the greater of (A) the LIBOR Rate then in effect and
     (B) 1.50%.

     Interest on the Second Lien Term Loan shall be payable in arrears on each
Interest Payment Date.

     (d) Second Lien Term Notes. Each SLTL Lender's Second Lien Term Loan
Commitment Percentage of the Second Lien Term Loan Committed Amount shall be
evidenced by a duly executed promissory note of the Borrower to such SLTL Lender
in substantially the form of Schedule 2.3(d).

     Section 2.4 Letter of Credit Subfacility.

     (a) Issuance. Subject to the terms and conditions hereof and of the LOC
Documents, if any, and any other terms and conditions which the Issuing Lender
may reasonably require, during the Commitment Period the Issuing Lender shall
issue, and the Revolving Lenders shall participate in, Letters of Credit for the
account of the Borrower from time to time upon request in a form acceptable to
the Issuing Lender; provided, however, that (i) the aggregate amount of LOC
Obligations shall not at any time exceed FORTY-FIVE MILLION DOLLARS
($45,000,000) (the "LOC Committed Amount"), (ii) the sum of outstanding
Revolving Loans plus outstanding Swingline Loans plus LOC Obligations shall not
at any time exceed the Revolving Committed Amount, (iii) all Letters of Credit
shall be denominated in U.S. Dollars and (iv) Letters of Credit shall be issued
for lawful corporate purposes and may be issued as standby letters of credit,
including in connection with workers' compensation and other insurance programs,
and trade letters of credit. Except as otherwise expressly agreed upon by all
the Revolving Lenders, no Letter of Credit shall have an original expiry date
more than twelve (12) months from the date of issuance; provided, however, so
long as no Default or Event of Default has occurred and is continuing and
subject to the other terms and conditions to the issuance of Letters of Credit
hereunder, the expiry dates of Letters of Credit may be extended annually or
periodically from time to time on the request of the Borrower or by operation of
the

                                                                              33

<PAGE>

terms of the applicable Letter of Credit to a date not more than twelve (12)
months from the date of extension; provided, further, that no Letter of Credit,
as originally issued or as extended, shall have an expiry date (or potential
draw date) extending beyond the date that is ten (10) days prior to the Maturity
Date, unless such Letter of Credit is or will be cash collateralized on terms
satisfactory to the Issuing Lender. Each Letter of Credit shall comply with the
related LOC Documents. The issuance and expiry date of each Letter of Credit
shall be a Business Day. Any Letters of Credit issued hereunder shall be in a
minimum original face amount of $25,000 (or such lesser amount as approved by
the Administrative Agent). Wachovia shall be the Issuing Lender on all Letters
of Credit issued after the Closing Date. The Borrower's reimbursement
obligations in respect of each Existing Letter of Credit, and each Lender's
participation obligations in connection therewith, shall be governed by the
terms of this Credit Agreement.

     (b) Notice and Reports. The request for the issuance of a Letter of Credit
shall be submitted to the Issuing Lender at least five (5) Business Days prior
to the requested date of issuance, or such shorter period in each instance as
may be agreed to by the Issuing Lender. The Issuing Lender will promptly upon
request provide to the Administrative Agent for dissemination to the Revolving
Lenders a detailed report specifying the Letters of Credit which are then issued
and outstanding and any activity with respect thereto which may have occurred
since the date of any prior report, and including therein, among other things,
the account party, the beneficiary, the face amount, expiry date as well as any
payments or expirations which may have occurred. The Issuing Lender will further
provide to the Administrative Agent promptly upon request copies of the Letters
of Credit. The Issuing Lender will provide to the Administrative Agent promptly
upon request a summary report of the nature and extent of LOC Obligations then
outstanding.

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

     (d) Reimbursement. In the event of any drawing under any Letter of Credit,
the Issuing Lender will promptly notify the Borrower and the Administrative
Agent. The Borrower

                                                                              34

<PAGE>

shall reimburse the Issuing Lender on the day on which the drawing under any
Letter of Credit (with the proceeds of a Revolving Loan obtained hereunder or
otherwise) is honored in same day funds as provided herein or in the LOC
Documents. If the Borrower shall fail to reimburse the Issuing Lender as
provided herein, the unreimbursed amount of such drawing shall bear interest at
a per annum rate equal to the Alternate Base Rate plus two percent (2%) for so
long as such amount shall be unreimbursed. Unless the Borrower shall notify the
Issuing Lender and the Administrative Agent prior to 11:00 a.m. on the date the
drawing is honored of its intent to otherwise reimburse the Issuing Lender, the
Borrower shall be deemed to have requested a Revolving Loan (a "LOC Mandatory
Borrowing") in the amount of the drawing as provided in subsection (e) hereof,
the proceeds of which will be used to satisfy the reimbursement obligations. The
Borrower's reimbursement obligations hereunder shall be absolute and
unconditional under all circumstances irrespective of any rights of set-off,
counterclaim or defense to payment the Borrower may claim or have against the
Issuing Lender, the Administrative Agent, the Lenders, the beneficiary of the
Letter of Credit drawn upon or any other Person, including without limitation
any defense based on any failure of the Borrower to receive consideration or the
legality, validity, regularity or unenforceability of the Letter of Credit. The
Issuing Lender will promptly notify the other Revolving Lenders of the amount of
any unreimbursed drawing and each Revolving Lender shall promptly pay to the
Administrative Agent for the account of the Issuing Lender in Dollars and in
immediately available funds, the amount of such Revolving Lender's Revolving
Commitment Percentage of such unreimbursed drawing. Such payment shall be made
on the day such notice is received by such Revolving Lender from the Issuing
Lender if such notice is received at or before 2:00 p.m., otherwise such payment
shall be made at or before 12:00 Noon on the Business Day next succeeding the
day such notice is received. If such Revolving Lender does not pay such amount
to the Issuing Lender in full upon such request, such Revolving Lender shall, on
demand, pay to the Administrative Agent for the account of the Issuing Lender
interest on the unpaid amount during the period from the date of such drawing
until such Revolving Lender pays such amount to the Issuing Lender in full at a
rate per annum equal to, if paid within two (2) Business Days of the date of
drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the
Alternate Base Rate. Each Revolving Lender's obligation to make such payment to
the Issuing Lender, and the right of the Issuing Lender to receive the same,
shall be absolute and unconditional, shall not be affected by any circumstance
whatsoever and without regard to the termination of this Credit Agreement or the
Commitments hereunder, the existence of a Default or Event of Default or the
acceleration of the Credit Party Obligations under the Credit Documents and
shall be made without any offset, abatement, withholding or reduction
whatsoever.

     (e) Repayment with Revolving Loans. On any day on which the Borrower shall
have requested, or been deemed to have requested, a Revolving Loan to reimburse
a drawing under a Letter of Credit, the Administrative Agent shall give notice
to the Revolving Lenders that a Revolving Loan has been requested or deemed
requested in connection with a drawing under a Letter of Credit, in which case a
Revolving Loan borrowing comprised entirely of Alternate Base Rate Loans shall
be immediately made (without giving effect to any termination of the Commitments
pursuant to Section 7.2) pro rata based on each Revolving Lender's respective
Revolving Commitment Percentage (determined before giving effect to any
termination of the Commitments pursuant to Section 7.2). The proceeds of such
LOC Mandatory Borrowing shall be paid directly to the Issuing Lender for
application to the respective LOC Obligations. Each

                                                                              35

<PAGE>

Revolving Lender hereby irrevocably agrees to make such Revolving Loans
immediately upon any such request or deemed request on account of each LOC
Mandatory Borrowing in the amount and in the manner specified in the preceding
sentence and on the same such date notwithstanding (i) the amount of LOC
Mandatory Borrowing may not comply with the minimum amount for borrowings of
Revolving Loans otherwise required hereunder, (ii) whether any conditions
specified in Section 4.2 are then satisfied, (iii) whether a Default or an Event
of Default then exists, (iv) failure for any such request or deemed request for
Revolving Loan to be made by the time otherwise required in Section 2.1(b), (v)
the date of such LOC Mandatory Borrowing, or (vi) any reduction in the Revolving
Committed Amount after any such Letter of Credit may have been drawn upon. In
the event that any LOC Mandatory Borrowing cannot for any reason be made on the
date otherwise required above (including, without limitation, as a result of the
commencement of a proceeding under the Bankruptcy Code), then each such
Revolving Lender hereby agrees that it shall forthwith fund (as of the date the
LOC Mandatory Borrowing would otherwise have occurred, but adjusted for any
payments received from the Borrower on or after such date and prior to such
purchase) its Participation Interests in the outstanding LOC Obligations;
provided, further, that in the event any Revolving Lender shall fail to fund its
Participation Interest on the date the LOC Mandatory Borrowing would otherwise
have occurred, then the amount of such Revolving Lender's unfunded Participation
Interest therein shall bear interest payable by such Revolving Lender to the
Issuing Lender upon demand, at the rate equal to, if paid within two (2)
Business Days of such date, the Federal Funds Effective Rate, and thereafter at
a rate equal to the Alternate Base Rate.

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

     (g) Uniform Customs and Practices. The Issuing Lender shall have the
Letters of Credit be subject to The Uniform Customs and Practice for Documentary
Credits, as published as of the date of issue by the International Chamber of
Commerce (the "UCP"), in which case the UCP may be incorporated therein and
deemed in all respects to be a part thereof.

     Section 2.5 Swingline Loan Subfacility.

     (a) Swingline Commitment. During the Commitment Period, subject to the
terms and conditions hereof, the Swingline Lender, in its individual capacity,
agrees to make certain revolving credit loans to the Borrower (each a "Swingline
Loan" and, collectively, the "Swingline Loans") for the purposes hereinafter set
forth; provided, however, (i) the aggregate amount of Swingline Loans
outstanding at any time shall not exceed TEN MILLION DOLLARS ($10,000,000) (the
"Swingline Committed Amount"), and (ii) the sum of the outstanding Revolving
Loans plus outstanding Swingline Loans plus LOC Obligations shall not exceed the
Revolving Committed Amount. Swingline Loans hereunder may be repaid and
reborrowed in accordance with the provisions hereof.

                                                                              36

<PAGE>

     (b) Swingline Loan Borrowings.

          (i) Notice of Borrowing and Disbursement. The Swingline Lender will
     make Swingline Loans available to the Borrower on any Business Day upon
     request made by the Borrower not later than 12:00 Noon on such Business
     Day. A notice of request for Swingline Loan borrowing shall be made in the
     form of Schedule 2.1(b)(i) with appropriate modifications (which notice may
     be made by fax).

          (ii) Repayment of Swingline Loans. Each Swingline Loan borrowing shall
     be due and payable on the Maturity Date. The Swingline Lender may, at any
     time, in its sole discretion, by written notice to the Borrower and the
     Administrative Agent, demand repayment of its Swingline Loans by way of a
     Revolving Loan borrowing, in which case the Borrower shall be deemed to
     have requested a Revolving Loan borrowing comprised entirely of Alternate
     Base Rate Loans in the amount of such Swingline Loans; provided, however,
     that, in the following circumstances, any such demand shall also be deemed
     to have been given one Business Day prior to each of (i) the Maturity Date,
     (ii) the occurrence of any Event of Default described in Section 7.1(f) or
     Section 7.1(g), (iii) upon acceleration of the Credit Party Obligations
     under the Credit Documents, whether on account of an Event of Default
     described in Section 7.1(f) or Section 7.1(g) or any other Event of
     Default, and (iv) the exercise of remedies in accordance with the
     provisions of Section 7.2 hereof (each such Revolving Loan borrowing made
     on account of any such deemed request therefor as provided herein being
     hereinafter referred to as a "Swingline Mandatory Borrowing"). Each
     Revolving Lender hereby irrevocably agrees to make such Revolving Loans
     promptly upon any such request or deemed request on account of each
     Swingline Mandatory Borrowing in the amount and in the manner specified in
     the preceding sentence and on the same such date notwithstanding (A) the
     amount of Swingline Mandatory Borrowing may not comply with the minimum
     amount for borrowings of Revolving Loans otherwise required hereunder, (B)
     whether any conditions specified in Section 4.2 are then satisfied, (C)
     whether a Default or an Event of Default then exists, (D) failure of any
     such request or deemed request for Revolving Loans to be made by the time
     otherwise required in Section 2.1(b)(i), (E) the date of such Swingline
     Mandatory Borrowing, or (F) any reduction in the Revolving Committed Amount
     or termination of the Revolving Commitments immediately prior to such
     Swingline Mandatory Borrowing or contemporaneously therewith. In the event
     that any Swingline Mandatory Borrowing cannot for any reason be made on the
     date otherwise required above (including, without limitation, as a result
     of the commencement of a proceeding under the Bankruptcy Code), then each
     Revolving Lender hereby agrees that it shall forthwith purchase (as of the
     date the Swingline Mandatory Borrowing would otherwise have occurred, but
     adjusted for any payments received from the Borrower on or after such date
     and prior to such purchase) from the Swingline Lender such participations
     in the outstanding Swingline Loans as shall be necessary to cause each such
     Revolving Lender to share in such Swingline Loans ratably based upon its
     respective Revolving Commitment Percentage (determined before giving effect
     to any termination of the Commitments pursuant to Section 7.2); provided
     that (I) all interest payable on the Swingline Loans shall be for the
     account of the Swingline Lender until the date as of which the respective
     participation is purchased, and (II) at the time any

                                                                              37

<PAGE>

     purchase of participations pursuant to this sentence is actually made, the
     purchasing Revolving Lender shall be required to pay to the Swingline
     Lender interest on the principal amount of such participation purchased for
     each day from and including the date upon which the purchase occurs
     hereunder to but excluding the date of payment for such participation, at
     the rate equal to, if paid within two (2) Business Days of the date of the
     Swingline Mandatory Borrowing, the Federal Funds Effective Rate, and
     thereafter at a rate equal to the Alternate Base Rate.

     (c) Interest on Swingline Loans. Subject to the provisions of Section 2.10,
Swingline Loans shall bear interest at a per annum rate equal to the Alternate
Base Rate plus the Applicable Margin for Revolving Loans that are Alternate Base
Rate Loans. Interest on Swingline Loans shall be payable in arrears on each
Interest Payment Date.

     (d) Swingline Note. The Swingline Loans shall be evidenced by a duly
executed promissory note of the Borrower to the Swingline Lender in the original
amount of the Swingline Committed Amount and substantially in the form of
Schedule 2.5(d).

     Section 2.6 Fees.

     (a) Commitment Fee. In consideration of the Revolving Commitments, the
Borrower agrees to pay to the Administrative Agent for the ratable benefit of
the Revolving Lenders a commitment fee (the "Commitment Fee") in an amount equal
to the Applicable Margin per annum on the average daily unused amount of the
Revolving Committed Amount. For purposes of computation of the Commitment Fee,
LOC Obligations and Swingline Loans shall be considered usage of the Revolving
Committed Amount. The Commitment Fee shall be payable quarterly in arrears on
the 15th day following the last day of each calendar quarter for the prior
calendar quarter.

     (b) Letter of Credit Fees. In consideration of the LOC Commitments, the
Borrower agrees to pay to the Issuing Lender for the ratable benefit of the
Revolving Lenders a fee (the "Letter of Credit Fee") equal to the Applicable
Margin per annum on the average daily maximum amount available to be drawn under
each Letter of Credit from the date of issuance to the date of expiration. In
addition to such Letter of Credit Fee, the Borrower agrees to pay to the Issuing
Lender for its own account without sharing by the other Revolving Lenders an
additional facing fee of one-quarter of one percent (1/4%) on the amount of each
Letter of Credit, payable annually in advance upon issuance or renewal of such
Letter of Credit. The Issuing Lender shall promptly pay over to the
Administrative Agent for the ratable benefit of the Revolving Lenders (including
the Issuing Lender in its capacity as a Revolving Lender), the Letter of Credit
Fee. The Letter of Credit Fee shall be payable quarterly in arrears on the 15th
day following the last day of each calendar quarter for such calendar quarter.

     (c) Issuing Lender Fees. In addition to the Letter of Credit Fees payable
pursuant to subsection (b) hereof, the Borrower shall pay to the Issuing Lender
for its own account without sharing by the other Lenders the reasonable and
customary charges from time to time of the Issuing Lender with respect to the
amendment, transfer, administration, cancellation and

                                                                              38

<PAGE>

conversion of, and drawings under, such Letters of Credit (collectively, the
"Issuing Lender Fees").

     (d) Administrative Fee. The Borrower agrees to pay to the Administrative
Agent the annual administrative fee as described in the Fee Letter.

     Section 2.7 Commitment Reductions.

     (a) Voluntary Reductions. The Borrower shall have the right to terminate or
permanently reduce the unused portion of the Revolving Committed Amount at any
time or from time to time upon not less than five Business Days' prior notice
(which notice may be made by fax) to the Administrative Agent (which shall
notify the Revolving Lenders thereof as soon as practicable) of each such
termination or reduction, which notice shall specify the effective date thereof
and the amount of any such reduction which shall be in a minimum amount of
$1,000,000 or a whole multiple of $500,000 in excess thereof and shall be
irrevocable and effective upon receipt by the Administrative Agent, provided
that no such reduction or termination shall be permitted if after giving effect
thereto, and to any prepayments of the Loans made on the effective date thereof,
the sum of the outstanding Revolving Loans plus outstanding Swingline Loans plus
LOC Obligations would exceed the Revolving Committed Amount.

     (b) Mandatory Reductions. On any date that the Revolving Loans are required
to be prepaid pursuant to the terms of Section 2.8(b) (ii), (iii), (iv) and (v)
the Revolving Committed Amount shall be automatically permanently reduced by the
amount of such required prepayment and/or reduction.

     (c) Maturity Date. The Revolving Commitment, the Swingline Commitment and
the LOC Commitment shall automatically terminate on the Maturity Date.

     Section 2.8 Prepayments.

     (a) Optional Prepayments. The Borrower shall have the right to prepay Loans
in whole or in part from time to time; provided, however, that (i) each partial
prepayment of a Revolving Loan, the First Lien Term Loan and the Second Lien
Term Loan shall be in a minimum principal amount of $1,000,000 and integral
multiples of $500,000 in excess thereof, and each partial prepayment of a
Swingline Loan shall be in a minimum principal amount of $100,000 and integral
multiples of $50,000 in excess thereof and (ii) any optional prepayment of the
Second Lien Term Loan or refinance of the outstanding Second Lien Term Loan (A)
during the first year following the Closing Date shall be made at 102% of par,
(B) during the second year following the Closing Date shall be made at 101% of
par and (C) thereafter shall be made at par. The Borrower shall give the
Administrative Agent (which shall notify the Lenders thereof as soon as
practicable) three Business Days' irrevocable notice (which notice may be made
by fax) of an optional payment in the case of LIBOR Rate Loans and one Business
Day's irrevocable notice in the case of Alternate Base Rate Loans, such notice
to be substantially in the form of Schedule 2.8(a). All optional prepayments
pursuant to this Section 2.8(a) shall be applied as the Borrower may elect;
provided that no prepayment of Second Lien Term Loan may be made until the
Revolving Loans and the First Lien Term Loans have been repaid in full and

                                                                              39

<PAGE>

the Revolving Commitments have been terminated. All prepayments under this
Section 2.8(a) shall be subject to Section 2.18, but otherwise without premium
or penalty except as expressly set forth in this Section 2.8(a). Interest on the
principal amount prepaid shall be payable on the date that a prepayment is made
hereunder through the date of prepayment. Amounts prepaid on the First Lien Term
Loan and the Second Lien Term Loan may not be reborrowed.

     (b) Mandatory Prepayments.

          (i) Revolving Committed Amount. If at any time after the Closing Date,
     the sum of the outstanding Revolving Loans plus outstanding Swingline Loans
     plus LOC Obligations shall exceed the Revolving Committed Amount, the
     Borrower immediately shall prepay the Loans in an amount sufficient to
     eliminate such excess (such prepayment to be applied as set forth in clause
     (vi) below).

          (ii) Asset Dispositions. Promptly following any Asset Disposition in
     excess of $1,000,000 in the aggregate (for all Asset Dispositions) in any
     Fiscal Year, the Borrower shall prepay the Loans and/or cash collateralize
     the LOC Obligations in an aggregate amount equal to the Net Cash Proceeds
     derived from such Asset Disposition (such prepayment to be applied as set
     forth in clause (vi) below); provided, however, that so long as no Default
     or Event of Default has occurred and is continuing, such Net Cash Proceeds
     shall not be required to be so applied to the extent the Borrower delivers
     to the Administrative Agent a certificate stating that the Borrower intends
     to reinvest such Net Cash Proceeds in assets or properties utilized or
     intended to be utilized in any business permitted under Section 6.12 within
     270 days of the receipt of such Net Cash Proceeds, it being expressly
     agreed that any Net Cash Proceeds not so reinvested by the end of the
     applicable period shall be applied to repay the Loans and/or cash
     collateralize the LOC Obligations immediately thereafter.

          (iii) Issuances. Immediately upon receipt by any Credit Party of
     proceeds from (A) any Debt Issuance, the Borrower shall prepay the Loans in
     an aggregate amount equal to (1) if such Debt Issuance is made pursuant to
     Section 6.1(g), fifty percent (50%) of the Net Cash Proceeds of such Debt
     Issuance and (2) if such Debt Issuance is any other Debt Issuance, one
     hundred percent (100%) of the Net Cash Proceeds of such Debt Issuance (each
     such prepayment to be applied as set forth in clause (vi) below), or (B)
     any Equity Issuance, the Borrower shall prepay the Loans and/or cash
     collateralize the LOC Obligations in an aggregate amount equal to fifty
     percent (50%) of the Net Cash Proceeds of such Equity Issuance (such
     prepayment to be applied as set forth in clause (vi) below).

          (iv) Recovery Event. Promptly following the receipt of Cash proceeds
     from a Recovery Event in excess of $1,000,000 in the aggregate (or all
     Recovery Events) in any Fiscal Year, the Borrower shall prepay the Loans
     and/or cash collateralize the LOC Obligations in an aggregate amount equal
     to such Net Cash Proceeds (such prepayment to be applied as set forth in
     clause (vi) below); provided, however, that, so long as no Default or Event
     of Default has occurred and is continuing at the time of such Recovery
     Event, (A) the Borrower and its Subsidiaries may retain Net Cash Proceeds
     consisting of

                                                                              40

<PAGE>

     business interruption insurance proceeds and (B) any other Net Cash
     Proceeds shall not be required to be so applied to the extent the Borrower
     delivers to the Administrative Agent a certificate stating that the
     Borrower intends to use such Net Cash Proceeds to repair, restore or
     replace the assets subject to the Recovery Event within 270 days of the
     receipt of such Net Cash Proceeds, it being expressly agreed that any Net
     Cash Proceeds not so reinvested by the end of the applicable period shall
     be applied to repay the Loans and/or cash collateralize the LOC Obligations
     immediately thereafter.

          (v) Excess Cash Flow. Within 45 days after the last day of the first
     Fiscal Quarter of each Fiscal Year (commencing with the Fiscal Quarter
     ending December 30, 2004), the Borrower shall prepay the Loans in an amount
     equal to 50% of the Excess Cash Flow as of the end of such first Fiscal
     Quarter (such prepayments to be applied as set forth in clause (vi) below).

          (vi) Application of Mandatory Prepayments. All amounts required to be
     paid pursuant to this Section 2.8(b) shall be applied as follows: (A) with
     respect to all amounts prepaid pursuant to Section 2.8(b)(i), to the
     Revolving Loans and then (after all Revolving Loans have been repaid) to a
     Cash collateral account in respect of LOC Obligations, (B) with respect to
     all amounts prepaid pursuant to Sections 2.8(b)(ii) through (v), (1) first,
     to the First Lien Term Loan (ratably to the remaining amortization payments
     relating thereto), (2) second, to the Revolving Loans with a corresponding
     reduction in the Revolving Commitments and (after all Revolving Loans have
     been repaid) to a Cash collateral account in respect of LOC Obligations and
     (3) third, to the Second Lien Term Loan. Within the parameters of the
     applications set forth above, prepayments shall be applied first to
     Alternate Base Rate Loans and then to LIBOR Rate Loans in direct order of
     Interest Period maturities. All prepayments under this Section 2.8(b) shall
     be subject to Section 2.18 and be accompanied by interest on the principal
     amount prepaid through the date of prepayment. In the event any amount
     required to be paid pursuant to this Section 2.8(b) is required to be
     applied to repay any LIBOR Rate Loan on any day other than the last day of
     the applicable Interest Period, so long as no Default or Event of Default
     has occurred and is continuing, the Borrower may request that such
     repayment amounts not be applied to the applicable LIBOR Rate Loan
     immediately, but rather be deposited in the Collateral Account. The
     Administrative Agent shall apply all such deposited amounts to repay the
     applicable LIBOR Rate Loans, in each case as of the last day of their
     respective Interest Periods (or, at the direction of the Borrower, at any
     earlier date) until the allocable amounts held in the Collateral Account
     for payment of such LIBOR Rate Loans have been exhausted. Upon the
     occurrence of a Default or an Event of Default, the Administrative Agent
     may, in its sole discretion, immediately apply all amounts held in the
     Collateral Account for payment of LIBOR Rate Loans to satisfy any of the
     Obligations.

          (vii) Collateral Account. Notwithstanding the terms of Section
     2.8(b)(ii) and (iv) to the contrary, if the aggregate amount of Net Cash
     Proceeds received from a Recovery Event (other than business interruption
     insurance proceeds) or an Asset Disposition is in excess of $10,000,000,
     the Borrower shall forward such Net Cash Proceeds to the Administrative
     Agent to be held pursuant to the terms of the Collateral

                                                                              41

<PAGE>

     Account Agreement and administered as follows: (A) with respect to Net Cash
     Proceeds arising from a Recovery Event, so long as the Borrower or any of
     its Subsidiaries proceeds diligently to repair, restore or replace the
     assets of the Borrower or such Subsidiary in respect of which such Net Cash
     Proceeds were received, the Administrative Agent shall from time to time
     (during the reinvestment period provided in Section 2.8(b)(iv)) disburse to
     the Borrower or such Subsidiary from the Collateral Account, to the extent
     of any such Net Cash Proceeds remaining therein in respect of the
     applicable Recovery Event, amounts necessary to pay the cost of such
     repair, restoration or replacement after the receipt by the Administrative
     Agent of invoices or other documentation reasonably satisfactory to the
     Administrative Agent relating to the amount of costs so incurred and the
     work performed (including, if required by the Administrative Agent, lien
     releases and architects' certificates) and (B) with respect to Net Cash
     Proceeds arising from an Asset Disposition, the Administrative Agent shall
     from time to time (during the reinvestment period provided in Section
     2.8(b)(ii)) disburse to the Borrower or such Subsidiary from the Collateral
     Account, to the extent of any such Net Cash Proceeds remaining therein in
     respect of the applicable Asset Disposition, amounts to be reinvested in
     accordance with Section 2.8(b)(ii) as specified in an officer's certificate
     delivered to the Administrative Agent. In the event that after receipt of
     any such Net Cash Proceeds an Event of Default occurs, then so long as such
     Event of Default is continuing, the Administrative Agent shall cease
     disbursing such Net Cash Proceeds as provided in this Section 2.8(b)(vii)
     and, in the event that such Event of Default is not cured or waived within
     15 days after the occurrence thereof, the Administrative Agent shall, and
     the Borrower and its Subsidiaries hereby authorize the Administrative Agent
     to, apply an amount equal to such undisbursed Net Cash Proceeds to prepay
     the Loans and/or cash collateralize the LOC Obligations as set forth in
     Section 2.8(b)(vi). Upon expiration of the reinvestment period provided in
     Section 2.8(b)(ii) or 2.8(b)(iv) with respect to any Net Cash Proceeds from
     an Asset Disposition or Recovery Event, respectively, held in the
     Collateral Account, the Administrative Agent shall apply any undisbursed
     amount of such Net Cash Proceeds to prepay the Loans and/or cash
     collateralize the LOC Obligations as set forth in Section 2.8(b)(vi).

     (c) Hedging Obligations Unaffected. Any prepayment made pursuant to this
Section 2.8 shall not affect the Borrower's obligation to continue to make
payments under any Hedging Agreement, which shall remain in full force and
effect notwithstanding such prepayment, subject to the terms of such Hedging
Agreement.

     Section 2.9 Minimum Borrowing Amounts and Principal Amount of Tranches;
Lending Offices.

     (a) Minimum Borrowing Amounts. Each Revolving Loan which is an Alternate
Base Rate Loan shall be in a minimum aggregate amount of $1,000,000 and in
integral multiples of $50,000 in excess thereof (or the remaining amount of the
Revolving Committed Amount, if less). Each Revolving Loan which is a LIBOR Rate
Loan shall be in a minimum aggregate amount of $2,000,000 and in integral
multiples of $100,000 in excess thereof. Each Term Loan which is an Alternate
Base Rate Loan shall be in a minimum aggregate amount of $1,000,000 and in
integral multiples of $50,000 in excess thereof. Each Term Loan which is a LIBOR
Rate

                                                                              42

<PAGE>

Loan shall be in a minimum aggregate amount of $3,000,000 and in integral
multiples of $100,000 in excess thereof. Each Swingline Loan borrowing shall be
in a minimum aggregate amount of $50,000 and in integral amounts of $25,000 in
excess thereof.

     (b) Tranches. All borrowings, payments and prepayments in respect of
Revolving Loans, the First Lien Term Loan and the Second Lien Term Loan shall be
in such amounts and be made pursuant to such elections so that after giving
effect thereto the aggregate principal amount of the Revolving Loans, the First
Lien Term Loan and the Second Lien Term Loan comprising any Tranche shall be (a)
with respect to Alternate Base Rate Loans, $1,000,000 or a whole multiple of
$50,000 in excess thereof and (b) with respect to LIBOR Rate Loans, $2,000,000
or a whole multiple of $100,000 in excess thereof.

     (c) Lending Offices. LIBOR Rate Loans shall be made by each Lender at its
LIBOR Lending Office and Alternate Base Rate Loans at its Domestic Lending
Office.

     Section 2.10 Default Rate and Payment Dates.

     Upon the occurrence and during the continuance of an Event of Default, at
the option of the Required Lenders, the principal of and, to the extent
permitted by law, interest on the Loans and any other amounts owing hereunder or
under the other Credit Documents shall bear interest, payable on demand, at a
per annum rate 2% greater than the rate which would otherwise be applicable (or
if no rate is applicable, whether in respect of interest, fees or other amounts,
then the Alternate Base Rate plus the Applicable Margin plus 2%).

     Section 2.11 Conversion Options.

     (a) The Borrower may, in the case of Revolving Loans, the First Lien Term
Loan and the Second Lien Term Loan, elect from time to time to convert Alternate
Base Rate Loans to LIBOR Rate Loans, by giving the Administrative Agent at least
three Business Days' prior irrevocable written notice (which notice may be by
fax) of such election. A form of Notice of Conversion/ Extension is attached as
Schedule 2.11. If the date upon which an Alternate Base Rate Loan is to be
converted to a LIBOR Rate Loan is not a Business Day, then such conversion shall
be made on the next succeeding Business Day and during the period from such last
day of an Interest Period to such succeeding Business Day such Loan shall bear
interest as if it were an Alternate Base Rate Loan. All or any part of
outstanding Alternate Base Rate Loans may be converted as provided herein,
provided that (i) no Loan may be converted into a LIBOR Rate Loan when any
Default or Event of Default has occurred and is continuing and (ii) partial
conversions shall be in an aggregate principal amount of $2,000,000 or a whole
multiple of $100,000 in excess thereof.

     (b) Any LIBOR Rate Loans may be continued as such upon the expiration of an
Interest Period with respect thereto by compliance by the Borrower with the
notice provisions contained in Section 2.11(a); provided, that no LIBOR Rate
Loan may be continued as such when any Default or Event of Default has occurred
and is continuing, in which case such Loan shall be automatically converted to
an Alternate Base Rate Loan at the end of the applicable Interest Period with
respect thereto. If the Borrower shall fail to give timely notice of an election

                                                                              43

<PAGE>

to continue a LIBOR Rate Loan, or the continuation of LIBOR Rate Loans is not
permitted hereunder, such LIBOR Rate Loans shall be automatically converted to
Alternate Base Rate Loans at the end of the applicable Interest Period with
respect thereto.

     Section 2.12 Computation of Interest and Fees.

     (a) Interest payable hereunder with respect to Alternate Base Rate Loans
based on the Prime Rate shall be calculated on the basis of a year of 365 days
(or 366 days, as applicable) for the actual days elapsed. All other fees,
interest and all other amounts payable hereunder shall be calculated on the
basis of a 360 day year for the actual days elapsed. The Administrative Agent
shall as soon as practicable notify the Borrower and the Lenders of each
determination of a LIBOR Rate on the Business Day of the determination thereof.
Any change in the interest rate on a Loan resulting from a change in the
Alternate Base Rate shall become effective as of the opening of business on the
day on which such change in the Alternate Base Rate shall become effective. The
Administrative Agent shall as soon as practicable notify the Borrower and the
Lenders of the effective date and the amount of each such change.

     (b) Each determination of an interest rate by the Administrative Agent
pursuant to any provision of this Credit Agreement shall be conclusive and
binding on the Borrower and the Lenders in the absence of manifest error. The
Administrative Agent shall, at the request of the Borrower, deliver to the
Borrower a statement showing the computations used by the Administrative Agent
in determining any interest rate.

     Section 2.13 Pro Rata Treatment and Payments.

     (a) Each borrowing of Revolving Loans and any reduction of the Revolving
Commitments shall be made pro rata according to the respective Revolving
Commitment Percentages of the Revolving Lenders. Each payment under this Credit
Agreement or any Note shall be applied, first, to any fees then due and owing by
the Borrower pursuant to Section 2.6, second, to interest then due and owing in
respect of the Credit Party Obligations of the Borrower and, third, to principal
then due and owing hereunder and under the Credit Party Obligations of the
Borrower. Each payment on account of any fees pursuant to Section 2.6 shall be
made pro rata in accordance with the respective amounts due and owing (except as
to the portion of the Letter of Credit retained by the Issuing Lender and the
Issuing Lender Fees). Each payment (other than prepayments) by the Borrower on
account of principal of and interest on the Revolving Loans, the First Lien Term
Loan and on the Second Lien Term Loan shall be made pro rata to the Lenders
according to the respective amounts due and owing. Prepayments made pursuant to
Section 2.16 shall be applied in accordance with such section. Each mandatory
prepayment on account of principal of the Loans shall be applied in accordance
with Section 2.8(b). All payments (including prepayments) to be made by the
Borrower on account of principal, interest and fees shall be made without
defense, set-off or counterclaim (except as provided in Section 2.19(b)) and
shall be made to the Administrative Agent for the account of the Lenders at the
Administrative Agent's office specified on Schedule 9.2 in Dollars and in
immediately available funds not later than 12:00 Noon on the date when due. The
Administrative Agent shall distribute such payments to the Lenders entitled
thereto promptly upon receipt in like funds as received. If any payment
hereunder (other than payments on the

                                                                              44

<PAGE>

LIBOR Rate Loans) becomes due and payable on a day other than a Business Day,
such payment shall be extended to the next succeeding Business Day, and, with
respect to payments of principal, interest thereon shall be payable at the then
applicable rate during such extension. If any payment on a LIBOR Rate Loan
becomes due and payable on a day other than a Business Day, the maturity thereof
shall be extended to the next succeeding Business Day unless the result of such
extension would be to extend such payment into another calendar month, in which
event such payment shall be made on the immediately preceding Business Day.

     (b) Allocation of Payments After Exercise of Remedies. Notwithstanding any
other provisions of this Credit Agreement or any other Credit Document to the
contrary, all amounts collected or received by the Administrative Agent or any
Lender in respect of the Collateral shall be applied to the Credit Party
Obligations as follows:

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

          SECOND, to payment of any fees owed to the Administrative Agent;

          THIRD, to the payment of all reasonable and documented out-of-pocket
     costs and expenses (including, without limitation, reasonable attorneys'
     and consultants' fees) of each of the Lenders in connection with enforcing
     its rights under the Credit Documents or otherwise with respect to the
     Credit Party Obligations owing to such Lender;

          FOURTH, to the payment of all of the First Lien Credit Party
     Obligations consisting of accrued fees and interest, and including with
     respect to any Hedging Agreement between any Credit Party and any Lender,
     or any Affiliate of a Lender, to the extent such Hedging Agreement is
     permitted by Section 6.3(h), any fees, premiums and scheduled periodic
     payments due under such Hedging Agreement and any interest accrued thereon;

          FIFTH, to the payment of the outstanding principal amount of the First
     Lien Credit Party Obligations and the payment or cash collateralization of
     the outstanding LOC Obligations, and including with respect to any Hedging
     Agreement between any Credit Party and any Lender, or any Affiliate of a
     Lender, to the extent such Hedging Agreement is permitted by Section
     6.3(h), any breakage, termination or other payments due under such Hedging
     Agreement and any interest accrued thereon;

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

          SEVENTH, to all Second Lien Credit Party Obligations;

                                                                              45

<PAGE>

          EIGHTH, the payment of the surplus to whomever may be lawfully
     entitled to receive such surplus.

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

     Section 2.14 Non-Receipt of Funds by the Administrative Agent.

     (a) Unless the Administrative Agent shall have been notified in writing by
a Lender prior to the date a Loan is to be made by such Lender (which notice
shall be effective upon receipt) that such Lender does not intend to make the
proceeds of such Loan available to the Administrative Agent, the Administrative
Agent may assume that such Lender has made such proceeds available to the
Administrative Agent on such date, and the Administrative Agent may in reliance
upon such assumption (but shall not be required to) make available to the
Borrower a corresponding amount. If such corresponding amount is not in fact
made available to the Administrative Agent, the Administrative Agent shall be
able to recover such corresponding amount from such Lender. If such Lender does
not pay such corresponding amount forthwith upon the Administrative Agent's
demand therefor, in accordance with the terms hereof, the Administrative Agent
will promptly notify the Borrower, and the Borrower shall immediately pay such
corresponding amount to the Administrative Agent. The Administrative Agent shall
also be entitled to recover from the Lender or the Borrower, as the case may be,
interest on such corresponding amount in respect of each day from the date such
corresponding amount was made available by the Administrative Agent to the
Borrower to the date such corresponding amount is recovered by the
Administrative Agent at a per annum rate equal to (i) from the Borrower at the
applicable rate for the applicable borrowing pursuant to the Notice of Borrowing
and (ii) from a Lender at the Federal Funds Effective Rate.

     (b) Unless the Administrative Agent shall have been notified in writing by
the Borrower, prior to the date on which any payment is due from it hereunder
(which notice shall be effective upon receipt) that the Borrower does not intend
to make such payment, the Administrative Agent may assume that the Borrower has
made such payment when due, and the Administrative Agent may in reliance upon
such assumption (but shall not be required to) make available to each Lender on
such payment date an amount equal to the portion of such assumed payment to
which such Lender is entitled hereunder, and if the Borrower has not in fact
made such payment to the Administrative Agent, such Lender shall, on demand,
repay to the

                                                                              46

<PAGE>

Administrative Agent the amount made available to such Lender. If such amount is
repaid to the Administrative Agent on a date after the date such amount was made
available to such Lender, such Lender shall pay to the Administrative Agent on
demand interest on such amount in respect of each day from the date such amount
was made available by the Administrative Agent to such Lender to the date such
amount is recovered by the Administrative Agent at a per annum rate equal to the
Federal Funds Effective Rate.

     (c) A certificate of the Administrative Agent submitted to the Borrower or
any Lender with respect to any amount owing under this Section 2.14 shall be
conclusive in the absence of manifest error. The Administrative Agent shall, at
the request of the Borrower, deliver to the Borrower a statement showing the
computations used by the Administrative Agent in determining any interest rate.

     Section 2.15 Inability to Determine Interest Rate.

     Notwithstanding any other provision of this Credit Agreement, if (i) the
Administrative Agent shall reasonably determine (which determination shall be
conclusive and binding absent manifest error) that, by reason of circumstances
affecting the relevant market, reasonable and adequate means do not exist for
ascertaining LIBOR for such Interest Period, or (ii) the Required Lenders shall
reasonably determine (which determination shall be conclusive and binding absent
manifest error) that the LIBOR Rate does not adequately and fairly reflect the
cost to such Lenders of funding LIBOR Rate Loans that the Borrower has requested
be outstanding as a LIBOR Tranche during such Interest Period, the
Administrative Agent shall forthwith give telephone notice of such
determination, confirmed in writing, to the Borrower, and the Lenders at least
two Business Days prior to the first day of such Interest Period. Unless the
Borrower shall have notified the Administrative Agent upon receipt of such
telephone notice that they wish to rescind or modify their request regarding
such LIBOR Rate Loans, any Loans that were requested to be made as LIBOR Rate
Loans shall be made as Alternate Base Rate Loans and any Loans that were
requested to be converted into or continued as LIBOR Rate Loans shall remain as
or be converted into Alternate Base Rate Loans. Until any such notice has been
withdrawn by the Administrative Agent, no further Loans shall be made as,
continued as, or converted into, LIBOR Rate Loans for the Interest Periods so
affected.

     Section 2.16 Illegality.

     Notwithstanding any other provision of this Credit Agreement, if the
adoption of or any change in any Requirement of Law or in the interpretation or
application thereof by the relevant Governmental Authority to any Lender shall
make it unlawful for such Lender or its LIBOR Lending Office to make or maintain
LIBOR Rate Loans as contemplated by this Credit Agreement or to obtain in the
interbank eurodollar market through its LIBOR Lending Office the funds with
which to make such Loans, (a) such Lender shall promptly notify the
Administrative Agent and the Borrower thereof, (b) the commitment of such Lender
hereunder to make LIBOR Rate Loans or continue LIBOR Rate Loans as such shall
forthwith be suspended until the Administrative Agent shall give notice that the
condition or situation which gave rise to the suspension shall no longer exist,
and (c) such Lender's Loans then outstanding as LIBOR Rate Loans, if any, shall
be converted on the last day of the Interest Period for such Loans or within

                                                                              47

<PAGE>

such earlier period as required by law as Alternate Base Rate Loans. The
Borrower hereby agrees to promptly pay any Lender, upon its demand, any
additional amounts necessary to compensate such Lender for actual and direct
costs (but not including anticipated profits) reasonably incurred by such Lender
in making any repayment in accordance with this Section including, but not
limited to, any interest or fees payable by such Lender to lenders of funds
obtained by it in order to make or maintain its LIBOR Rate Loans hereunder. A
certificate (which certificate shall include a description of the basis for the
computation) as to any additional amounts payable pursuant to this Section
submitted by such Lender, through the Administrative Agent, to the Borrower
shall be conclusive in the absence of manifest error. Each Lender agrees to use
reasonable efforts (including reasonable efforts to change its LIBOR Lending
Office) to avoid or to minimize any amounts which may otherwise be payable
pursuant to this Section; provided, however, that such efforts shall not cause
the imposition on such Lender of any additional costs or legal or regulatory
burdens deemed by such Lender in its sole discretion to be material.

     Section 2.17 Requirements of Law.

     (a) If the adoption of or any change in any Requirement of Law or in the
interpretation or application thereof or compliance by any Lender with any
request or directive (whether or not having the force of law) from any central
bank or other Governmental Authority made subsequent to the date hereof:

          (i) shall subject such Lender to any tax of any kind whatsoever with
     respect to any Letter of Credit or any application relating thereto, any
     LIBOR Rate Loan made by it, or change the basis of taxation of payments to
     such Lender in respect thereof (except for tax on or determined by
     reference to the overall net income or profits of such Lender and changes
     in the rate of such tax);

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

          (iii) shall impose on such Lender any other condition;

     and the result of any of the foregoing is to increase the cost to such
Lender of making or maintaining LIBOR Rate Loans or the Letters of Credit or to
reduce any amount receivable hereunder or under any Note, then, in any such
case, the Borrower shall promptly pay such Lender, upon its demand, any
additional amounts necessary to compensate such Lender for such additional cost
or reduced amount receivable which such Lender reasonably deems to be material
as determined by such Lender with respect to its LIBOR Rate Loans or Letters of
Credit. A certificate (which certificate shall include a description of the
basis for the computation) as to any additional amounts payable pursuant to this
Section submitted by such Lender, through the Administrative Agent, to the
Borrower shall be conclusive in the absence of manifest error. Each Lender
agrees to use reasonable efforts (including reasonable efforts to change its

                                                                              48

<PAGE>

Domestic Lending Office or LIBOR Lending Office, as the case may be) to avoid or
to minimize any amounts which might otherwise be payable pursuant to this
Section; provided, however, that such efforts shall not cause the imposition on
such Lender of any additional costs or legal or regulatory burdens deemed by
such Lender to be material.

     (b) If any Lender shall have reasonably determined that the adoption of or
any change in any Requirement of Law regarding capital adequacy or in the
interpretation or application thereof or compliance by such Lender or any
corporation controlling such Lender with any request or directive regarding
capital adequacy (whether or not having the force of law) from any central bank
or Governmental Authority made subsequent to the date hereof does or shall have
the effect of reducing the rate of return on such Lender's or such corporation's
capital as a consequence of its obligations hereunder to a level below that
which such Lender or such corporation could have achieved but for such adoption,
change or compliance (taking into consideration such Lender's or such
corporation's policies with respect to capital adequacy) by an amount reasonably
deemed by such Lender to be material, then from time to time, within fifteen
(15) days after demand by such Lender, the Borrower shall pay to such Lender
such additional amount as shall be certified by such Lender as being required to
compensate it for such reduction. Such a certificate as to any additional
amounts payable under this Section submitted by a Lender (which certificate
shall include a description of the basis for the computation), through the
Administrative Agent, to the Borrower shall be conclusive absent manifest error.

     (c) The agreements in this Section 2.17 shall survive the termination of
this Credit Agreement and payment of the Notes and all other amounts payable
hereunder.

     Section 2.18 Indemnity.

     The Borrower hereby agrees to indemnify each Lender and to hold such Lender
harmless from any funding loss or expense which such Lender may sustain or incur
as a consequence of (a) default by the Borrower in payment of the principal
amount of or interest on any Loan by such Lender in accordance with the terms
hereof, (b) default by the Borrower in accepting a borrowing after the Borrower
has given a notice in accordance with the terms hereof, (c) default by the
Borrower in making any prepayment after the Borrower has given a notice in
accordance with the terms hereof, and/or (d) the making by the Borrower of a
prepayment of a Loan, or the conversion thereof, on a day which is not the last
day of the Interest Period with respect thereto, in each case including, but not
limited to, any such loss or expense arising from interest or fees payable by
such Lender to lenders of funds obtained by it in order to maintain its Loans
hereunder. A certificate as to any additional amounts payable pursuant to this
Section (which certificate shall include a description of the basis for the
computation) submitted by any Lender, through the Administrative Agent, to the
Borrower (which certificate must be delivered to the Administrative Agent within
thirty days following such default, prepayment or conversion) shall be
conclusive in the absence of manifest error. The agreements in this Section
shall survive termination of this Credit Agreement and payment of the Notes and
all other amounts payable hereunder.

                                                                              49

<PAGE>

     Section 2.19 Taxes.

     (a) All payments made by the Borrower hereunder or under any Note shall be,
except as provided in Section 2.19(b), made free and clear of, and without
deduction or withholding for, any present or future taxes, levies, imposts,
duties, fees, assessments or other charges of whatever nature now or hereafter
imposed by any Governmental Authority or by any political subdivision or taxing
authority thereof or therein with respect to such payments (but excluding any
tax imposed on or measured by the net income or profits of a Lender pursuant to
the laws of (i) the jurisdiction in which it is organized, (ii) the jurisdiction
in which the principal office or applicable lending office of such Lender is
located or any subdivision thereof or therein or (iii) a jurisdiction in which a
Lender is deemed to be doing business and all interest, penalties or similar
liabilities with respect thereto (all such non-excluded taxes, levies, imposts,
duties, fees, assessments or other charges being referred to collectively as
"Taxes"). If any Taxes are so levied or imposed, the Borrower agrees to pay the
full amount of such Taxes, and such additional amounts as may be necessary so
that every payment of all amounts due under this Credit Agreement or under any
Note, after withholding or deduction for or on account of any Taxes, will not be
less than the amount provided for herein or in such Note. The Borrower will
furnish to the Administrative Agent as soon as practicable after the date the
payment of any Taxes is due pursuant to applicable law certified copies (to the
extent reasonably available and required by law) of tax receipts evidencing such
payment by the Borrower. The Borrower agrees to indemnify and hold harmless each
Lender, and reimburse such Lender upon its written request, for the amount of
any Taxes so levied or imposed and paid by such Lender.

     (b) Each Lender that is not a United States person (as such term is defined
in Section 7701(a)(30) of the Code) agrees to deliver to the Borrower and the
Administrative Agent on or prior to the Closing Date, or in the case of a Lender
that is an assignee or transferee of an interest under this Credit Agreement
pursuant to Section 9.6(d) (unless the respective Lender was already a Lender
hereunder immediately prior to such assignment or transfer), on the date of such
assignment or transfer to such Lender, (i) if the Lender is a "bank" within the
meaning of Section 881(c)(3)(A) of the Code, two accurate and complete original
signed copies of Internal Revenue Service Form W-8BEN or W-8ECI (or successor
forms) certifying such Lender's entitlement to a complete exemption from United
States withholding tax with respect to payments to be made under this Credit
Agreement and under any Note, or (ii) if the Lender is not a "bank" within the
meaning of Section 881(c)(3)(A) of the Code, either Internal Revenue Service
Form W-8BEN or W-8ECI as set forth in clause (i) above, or (x) a certificate
substantially in the form of Schedule 2.19 (any such certificate, a "2.19
Certificate") and (y) two accurate and complete original signed copies of
Internal Revenue Service Form W-8 (or successor form) certifying such Lender's
entitlement to an exemption from United States withholding tax with respect to
payments of interest to be made under this Credit Agreement and under any Note.
In addition, each Lender agrees that it will deliver upon the Borrower's request
updated versions of the foregoing, as applicable, whenever the previous
certification has become obsolete or inaccurate in any material respect,
together with such other forms as may be required in order to confirm or
establish the entitlement of such Lender to a continued exemption from or
reduction in United States withholding tax with respect to payments under this
Credit Agreement and any Note. Notwithstanding anything to the contrary
contained in Section 2.19(a), but subject to the immediately succeeding
sentence, (x) the Borrower shall be entitled, to the extent it is

                                                                              50

<PAGE>

required to do so by law, to deduct or withhold Taxes imposed by the United
States (or any political subdivision or taxing authority thereof or therein)
from interest, fees or other amounts payable hereunder for the account of any
Lender which is not a United States person (as such term is defined in Section
7701(a)(30) of the Code) for U.S. Federal income tax purposes to the extent that
such Lender has not provided to the Borrower U.S. Internal Revenue Service Forms
that establish a complete exemption from such deduction or withholding and (y)
the Borrower shall not be obligated pursuant to Section 2.19(a) hereof to
gross-up payments to be made to a Lender in respect of Taxes imposed by the
United States if (I) such Lender has not provided to the Borrower the Internal
Revenue Service Forms required to be provided to the Borrower pursuant to this
Section 2.19(b) or (II) in the case of a payment, other than interest, to a
Lender described in clause (ii) above, to the extent that such Forms do not
establish a complete exemption from withholding of such Taxes. Notwithstanding
anything to the contrary contained in the preceding sentence or elsewhere in
this Section 2.19, the Borrower agrees to pay additional amounts and to
indemnify each Lender in the manner set forth in Section 2.19(a) (without regard
to the identity of the jurisdiction requiring the deduction or withholding) in
respect of any amounts deducted or withheld by it as described in the
immediately preceding sentence as a result of any changes after the Closing Date
in any applicable law, treaty, governmental rule, regulation, guideline or
order, or in the interpretation thereof, relating to the deducting or
withholding of Taxes.

     (c) Each Lender agrees to use reasonable efforts (including reasonable
efforts to change its Domestic Lending Office or LIBOR Lending Office, as the
case may be) to avoid or to minimize any amounts which might otherwise be
payable pursuant to this Section; provided, however, that such efforts shall not
cause the imposition on such Lender of any additional costs or legal or
regulatory burdens deemed by such Lender in its sole discretion to be material.

     (d) If the Borrower pays any additional amount pursuant to this Section
2.19 with respect to a Lender, such Lender shall use reasonable efforts to
obtain a refund of tax or credit against its tax liabilities on account of such
payment; provided that such Lender shall have no obligation to use such
reasonable efforts if either (i) it is in an excess foreign tax credit position
or (ii) it believes in good faith, in its sole discretion, that claiming a
refund or credit would cause adverse tax consequences to it. In the event that
such Lender receives such a refund or credit, such Lender shall pay to the
Borrower an amount that such Lender reasonably determines is equal to the net
tax benefit obtained by such Lender as a result of such payment by the Borrower.
In the event that no refund or credit is obtained with respect to the Borrower's
payments to such Lender pursuant to this Section 2.19, then such Lender shall
upon request provide a certification that such Lender has not received a refund
or credit for such payments. Nothing contained in this Section 2.19(d) shall
require a Lender to disclose or detail the basis of its calculation of the
amount of any tax benefit or any other amount or the basis of its determination
referred to in the proviso to the first sentence of this Section 2.19(d) to the
Borrower or any other party.

     (e) The agreements in this Section 2.19 shall survive the termination of
this Credit Agreement and the payment of the Notes and all other amounts payable
hereunder.

                                                                              51

<PAGE>

     Section 2.20 Indemnification; Nature of Issuing Lender's Duties.

     (a) In addition to its other obligations under Section 2.4, the Borrower
hereby agrees to protect, indemnify, pay and save each Issuing Lender harmless
from and against any and all claims, demands, liabilities, damages, losses,
costs, charges and expenses (including reasonable attorneys' fees) that the
Issuing Lender may incur or be subject to as a consequence, direct or indirect,
of (i) the issuance of any Letter of Credit or (ii) the failure of the Issuing
Lender to honor a drawing under a Letter of Credit as a result of any act or
omission, whether rightful or wrongful, of any present or future de jure or de
facto government or governmental authority (all such acts or omissions, herein
called "Government Acts").

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

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

     (d) Nothing in this Section 2.20 is intended to limit the reimbursement
obligation of the Borrower contained in Section 2.4(d) hereof. The obligations
of the Borrower under this Section 2.20 shall survive the termination of this
Credit Agreement. No act or omissions of any current or prior beneficiary of a
Letter of Credit shall in any way affect or impair the rights of the Issuing
Lender to enforce any right, power or benefit under this Credit Agreement.

                                                                              52

<PAGE>

     (e) Notwithstanding anything to the contrary contained in this Section
2.20, the Borrower shall have no obligation to indemnify the Issuing Lender in
respect of any liability incurred by the Issuing Lender arising out of, and the
Borrower shall retain all rights it may have against the Issuing Lender by
reason of, the gross negligence or willful misconduct of the Issuing Lender
(including action not taken by the Issuing Lender), as determined by a court of
competent jurisdiction.

                                   ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

     To induce the Lenders to enter into this Credit Agreement and to make the
Extensions of Credit herein provided for, the Credit Parties hereby represent
and warrant to the Administrative Agent and to each Lender that:

     Section 3.1 Organization; Qualification; Good Standing; Subsidiaries; Etc.

     (a) Organization and Powers. Each Credit Party is a corporation, limited
liability company or partnership duly organized, validly existing and in good
standing under the laws of its jurisdiction of incorporation or organization as
specified in Schedule 3.1-1 annexed hereto. Each Credit Party has all requisite
power and authority to own and operate its properties, to carry on its business
as now conducted and as proposed to be conducted, to enter into the Credit
Documents and Related Agreements to which it is a party and to carry out the
transactions contemplated thereby.

     (b) Qualification and Good Standing. Each Credit Party is qualified to do
business and in good standing in every jurisdiction where its assets are located
and wherever necessary to carry out its business and operations, except in
jurisdictions where the failure to be so qualified or in good standing has not
had and will not have a Material Adverse Effect.

     (c) Conduct of Business. The Borrower and its Subsidiaries are engaged only
in the businesses permitted to be engaged in pursuant to Section 6.12.

     (d) Subsidiaries. All of the Subsidiaries of the Borrower as of the Closing
Date are identified in Schedule 3.1-2 annexed hereto, as such Schedule 3.1-2 may
be supplemented from time to time pursuant to the provisions of Section 5.1(p).
The Capital Stock of each of the Subsidiaries of the Borrower identified in
Schedule 3.1-2 annexed hereto is duly authorized, validly issued, fully paid and
nonassessable and none of such Capital Stock constitutes Margin Stock. Each of
the Subsidiaries of the Borrower identified in Schedule 3.1-2 annexed hereto is
a corporation, limited liability company or partnership duly organized, validly
existing and in good standing under the laws of its respective jurisdiction of
incorporation or organization set forth therein, has all requisite power and
authority to own and operate its properties and to carry on its business as now
conducted and as proposed to be conducted, and is qualified to do business and
in good standing in every jurisdiction where its assets are located and wherever
necessary to carry out its business and operations, in each case except where
failure to be so qualified or in

                                                                              53

<PAGE>

good standing or a lack of such power and authority has not had and will not
have a Material Adverse Effect. Schedule 3.1-2 annexed hereto correctly sets
forth for the Borrower and each of its Subsidiaries (i) the ownership interest
of the Borrower and each of its Subsidiaries in each of the Subsidiaries of the
Borrower identified therein and (ii) the number of issued and outstanding shares
of Capital Stock of each such Subsidiary and the owners thereof.

     Section 3.2 Authorization of Borrowing, Etc.

     (a) Authorization of Borrowing. The execution, delivery and performance of
the Credit Documents and the Related Agreements have been duly authorized by all
necessary corporate, limited liability company or partnership action on the part
of each Credit Party that is a party thereto.

     (b) No Conflict. The execution, delivery and performance by the Credit
Parties of the Credit Documents and the Related Agreements to which they are
parties and the consummation of the transactions contemplated by the Credit
Documents and such Related Agreements do not and will not (i) violate any
provision of any law or any governmental rule or regulation applicable to the
Borrower or any of its Subsidiaries, the Certificate or Articles of
Incorporation or the Bylaws of the Borrower or any of its Subsidiaries or any
order, judgment or decree of any Governmental Authority binding on the Borrower
or any of its Subsidiaries, (ii) except as set forth in Schedule 3.2(b),
conflict with, result in a breach of or constitute (with due notice or lapse of
time or both) a default under any Contractual Obligation of the Borrower or any
of its Subsidiaries, (iii) result in or require the creation or imposition of
any Lien upon any of the properties or assets of the Borrower or any of its
Subsidiaries (other than any Liens created under any of the Credit Documents in
favor of the Administrative Agent on behalf of the Lenders), or (iv) require any
approval of stockholders or any approval or consent of any Person under any
Contractual Obligation of the Borrower or any of its Subsidiaries, except for
such approvals or consents which will be obtained on or before the Closing Date
and disclosed on Schedule 3.2(b).

     (c) Governmental Consents. The execution, delivery and performance by
Credit Parties of the Credit Documents and the Related Agreements to which they
are parties and the consummation of the transactions contemplated by the Credit
Documents and such Related Agreements do not and will not require any
registration with, consent or approval of, or notice to, or other action to,
with or by, any Governmental Authority except for (i) filings and recordings
required to create or protect the Liens contemplated by the Security Documents
and (ii) filings required under the federal securities laws disclosing this
Agreement and the transactions contemplated hereby.

     (d) Binding Obligation. Each of the Credit Documents and Related Agreements
has been duly executed and delivered by each Credit Party that is a party
thereto and is the legally valid and binding obligation of such Credit Party,
enforceable against such Credit Party in accordance with its respective terms,
except as may be limited by bankruptcy, insolvency, reorganization, moratorium
or similar laws relating to or limiting creditors' rights generally or by
equitable principles relating to enforceability.

                                                                              54

<PAGE>

     (e) Valid Issuance of Borrower's Capital Stock and the Senior Subordinated
Notes.

          (i) Borrower's Capital Stock. The Capital Stock of the Borrower is
     duly and validly issued, fully paid and nonassessable. Except as set forth
     in the Stockholders Agreement, no stockholder of the Borrower has or will
     have any preemptive rights to subscribe for any additional Capital Stock of
     the Borrower. The issuance and sale of the outstanding Capital Stock of the
     Borrower either (A) has been registered or qualified under applicable
     federal and state securities laws or (B) is exempt therefrom.

          (ii) Senior Subordinated Notes. The Borrower had the corporate power
     and authority to issue the Senior Subordinated Notes at the time they were
     issued. The Senior Subordinated Notes are the legally valid and binding
     obligations of the Borrower, enforceable against the Borrower in accordance
     with their respective terms, except as may be limited by bankruptcy,
     insolvency, reorganization, moratorium or similar laws relating to or
     limiting creditors' rights generally or by equitable principles relating to
     enforceability. The subordination provisions of the Senior Subordinated
     Notes are enforceable against the holders thereof and the Loans and all
     other monetary Credit Party Obligations are within the definition of
     "Senior Indebtedness" included in such provisions. The Senior Subordinated
     Notes either (A) have been registered or qualified under applicable federal
     and state securities laws or (B) are exempt therefrom.

     Section 3.3 Financial Condition.

     The Borrower has heretofore delivered to the Lenders, at the Lenders'
request, the following financial statements and information: (a) audited
financial statements of the Borrower and its Subsidiaries for the Fiscal Years
2000, 2001 and 2002, consisting of balance sheets and the related consolidated
and consolidating statements of income, stockholders' equity and cash flows for
such period, (b) unaudited financial statements of the Borrower and its
Subsidiaries for the fiscal period from September 26, 2002 to the last day of
the most recent Fiscal Quarter ending prior to the Closing Date for which such
financial statements are available, consisting of a balance sheet and the
related consolidated and consolidating statements of income, stockholders'
equity and cash flows for the period ending on such date, (c) a pro forma
balance sheet of the Borrower and its Subsidiaries as of December 26, 2002 and
(d) five-year projections for the Borrower and its Subsidiaries, all in
reasonable detail and certified by the chief financial officer of the Borrower
that (i) with respect to the audited and unaudited financial statements, the
results of their operations and their cash flows for the periods indicated,
subject to changes resulting from audit and normal year-end adjustments, they
fairly present the financial condition of the Borrower and its Subsidiaries as
at the dates indicated and (ii) with respect to the pro forma balance sheet and
the projections were prepared in good faith based upon, to the best of such
officer's knowledge, reasonable assumptions. None of the Borrower nor any of its
Subsidiaries has (and will not have following the Closing Date) any Contingent
Obligation, contingent liability or liability for taxes, long-term lease or
unusual forward or long-term commitment that is not reflected in the foregoing
financial statements or the notes thereto and which in any such case is material
and adverse in relation to the business, operations, properties, assets,
condition (financial or otherwise) or prospects of the Borrower and its
Subsidiaries, taken as a whole.

                                                                              55

<PAGE>

     Section 3.4 No Material Adverse Change; No Restricted Junior Payments.

     Since September 26, 2002, no event or change has occurred that has caused
or evidences, either in any case or in the aggregate, a Material Adverse Effect.
Neither the Borrower nor any of its Subsidiaries has directly or indirectly
declared, ordered, paid or made, or set apart any sum or property for, any
Restricted Junior Payment or agreed to do so except as permitted by Section 6.6.

     Section 3.5 Title to Properties; Collateral Locations.

     (a) Title to Properties; Liens. The Borrower and its Subsidiaries have (i)
good, sufficient and legal title to (in the case of fee interests in real
property), (ii) valid leasehold interests in (in the case of leasehold interests
in real or personal property), or (iii) good title to (in the case of all other
personal property), all of their respective properties and assets reflected in
the financial statements referred to in Section 3.3 or in the most recent
financial statements delivered pursuant to Section 5.1, in each case except for
assets disposed of since the date of such financial statements in the ordinary
course of business or as otherwise permitted under Section 6.7. Except as
permitted by this Agreement, all such properties and assets are free and clear
of Liens.

     (b) Real Property. As of the Closing Date, Schedule 3.5 annexed hereto
contains a true, accurate and complete list of (i) all fee properties and (ii)
all leases, subleases or assignments of leases (together with all amendments,
modifications, supplements, renewals or extensions of any thereof) affecting
each Real Property Asset of any Credit Party, regardless of whether such Credit
Party is the landlord or tenant (whether directly or as an assignee or successor
in interest) under such lease, sublease or assignment. Except as specified in
Schedule 3.5 annexed hereto, each agreement listed in clause (ii) of the
immediately preceding sentence is in full force and effect and the Credit
Parties do not have knowledge of any default that has occurred and is continuing
thereunder which, individually or in the aggregate, could reasonably be expected
to result in a Material Adverse Effect, and each such agreement constitutes the
legally valid and binding obligation of each applicable Credit Party,
enforceable against such Credit Party in accordance with its terms, except as
enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium
or similar laws relating to or limiting creditors' rights generally or by
equitable principles.

     (c) Location of Collateral. Set forth in the Perfection Certificate is (i)
a list of all locations where any tangible personal property of the Borrower and
its Subsidiaries is located and (ii) the chief executive office and principal
place of business of the Borrower and its Subsidiaries as of the Closing Date.

     Section 3.6 Litigation; Adverse Facts.

     There are no actions, suits, proceedings, arbitrations or governmental
investigations (whether or not purportedly on behalf of the Borrower or any of
its Subsidiaries) at law or in equity, or before or by any Governmental
Authority, domestic or foreign (including any Environmental Claims) that are
pending or, to the knowledge of the Credit Parties, threatened

                                                                              56

<PAGE>

against or affecting the Borrower or any of its Subsidiaries or any property of
the Borrower or any of its Subsidiaries and that, individually or in the
aggregate, could reasonably be expected to result in a Material Adverse Effect.
Neither the Borrower nor any of its Subsidiaries (a) is in violation of any
applicable laws (including Environmental Laws) that, individually or in the
aggregate, could reasonably be expected to result in a Material Adverse Effect,
or (b) is subject to or in default with respect to any final judgments, writs,
injunctions, decrees, rules or regulations of any court or any other
Governmental Authority, domestic or foreign, that, individually or in the
aggregate, could reasonably be expected to result in a Material Adverse Effect.

     Section 3.7 Financial Condition.

     Except to the extent permitted by Section 5.3, all tax returns and reports
of the Borrower and its Subsidiaries required to be filed by any of them have
been timely filed, and all taxes shown on such tax returns to be due and payable
and all assessments, fees and other governmental charges upon the Borrower and
its Subsidiaries and upon their respective properties, assets, income,
businesses and franchises which are due and payable have been paid prior to
delinquency. Except as set forth in Schedule 3.7, the Credit Parties know of no
proposed tax assessment against the Borrower or any of its Subsidiaries which is
not being actively contested by the Borrower or such Subsidiary in good faith
and by appropriate proceedings; provided that such reserves or other appropriate
provisions, if any, as shall be required in conformity with GAAP shall have been
made or provided therefor.

     Section 3.8 Contractual Obligations; Restrictive Agreements; Material
Contracts.

     (a) Neither the Borrower nor any of its Subsidiaries is in default in the
performance, observance or fulfillment of any of the obligations, covenants or
conditions contained in any of its Contractual Obligations, and no condition
exists that, with the giving of notice or the lapse of time or both, would
constitute such a default, except where the consequences, direct or indirect, of
such default or defaults, if any, would not have a Material Adverse Effect.

     (b) Neither the Borrower nor any of its Subsidiaries is a party to or is
otherwise subject to any agreements or instruments or any charter or other
internal restrictions which, individually or in the aggregate, could reasonably
be expected to result in a Material Adverse Effect.

     (c) All Material Contracts are in full force and effect and no material
defaults currently exist thereunder.

     Section 3.9 Governmental Regulation.

     Neither the Borrower nor any of its Subsidiaries is subject to regulation
under the Public Utility Holding Company Act of 1935, the Federal Power Act, the
Interstate Commerce Act or the Investment Company Act of 1940 or under any other
federal or state statute or regulation which may limit its ability to incur
Indebtedness or which may otherwise render all or any portion of the Credit
Party Obligations unenforceable.

                                                                              57

<PAGE>

     Section 3.10 Securities Activities.

     (a) Neither the Borrower nor any of its Subsidiaries is engaged
principally, or as one of its important activities, in the business of extending
credit for the purpose of purchasing or carrying any Margin Stock.

     (b) No part of the proceeds of any Loan hereunder will be used directly or
indirectly for any purpose which violates, or which would be inconsistent with,
the provisions of Regulation T, U or X of the Board of Governors of the Federal
Reserve System as now and from time to time hereafter in effect. The Borrower
and its Subsidiaries taken as a group do not own Margin Stock except as
identified in the financial statements referred to in Section 3.3 and Section
5.1 and the aggregate value of all Margin Stock owned by the Borrower and its
Subsidiaries taken as a group does not exceed 25% of the value of their assets.

     Section 3.11 Employee Benefit Plans.

     (a) The Borrower, each of its Subsidiaries and each of their respective
ERISA Affiliates are in compliance with all applicable provisions and
requirements of ERISA and the regulations and published interpretations
thereunder with respect to each Employee Benefit Plan, and have performed all
their obligations under each Employee Benefit Plan. Each Employee Benefit Plan
which is intended to qualify under Section 401(a) of the Code is so qualified.

     (b) No ERISA Event has occurred or is reasonably expected to occur.

     (c) Except to the extent required under Section 4980B of the Code or except
as set forth in Schedule 3.11 annexed hereto, no Employee Benefit Plan provides
health or welfare benefits (through the purchase of insurance or otherwise) for
any retired or former employee of the Borrower, any of its Subsidiaries or any
of their respective ERISA Affiliates.

     (d) As of the most recent valuation date for any Pension Plan, the amount
of unfunded benefit liabilities (as defined in Section 4001(a)(18) of ERISA),
individually or in the aggregate for all Pension Plans (excluding for purposes
of such computation any Pension Plans with respect to which assets exceed
benefit liabilities), does not exceed $1,000,000.

     (e) As of the most recent valuation date for each Multiemployer Plan for
which the actuarial report is available, the potential liability of the
Borrower, its Subsidiaries and their respective ERISA Affiliates for a complete
withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of
ERISA), when aggregated with such potential liability for a complete withdrawal
from all Multiemployer Plans, based on information available pursuant to Section
4221(e) of ERISA, does not exceed $1,000,000.

     (f) No "accumulated funding deficiency" (within the meaning of Section 412
of the Code or Section 302 of ERISA) of $1,000,000 or more has occurred or is
reasonably expected to occur.

                                                                              58

<PAGE>

     Section 3.12 Broker's Fees.

     No broker's or finder's fee or commission will be payable with respect to
this Agreement or any of the transactions contemplated hereby, and the Borrower
hereby indemnifies the Lenders against, and agrees that it will hold the Lenders
harmless from, any claim, demand or liability for any such broker's or finder's
fees alleged to have been incurred in connection herewith or therewith and any
expenses (including reasonable fees, expenses and disbursements of counsel)
arising in connection with any such claim, demand or liability.

     Section 3.13 Environmental Protection.

     Except as set forth in Schedule 3.13 annexed hereto:

     (a) neither the Borrower nor any of its Subsidiaries nor any of their
respective Facilities or operations are subject to any outstanding written
order, consent decree or settlement agreement with any Person relating to (i)
any Environmental Law, (ii) any Environmental Claim, or (iii) any Hazardous
Materials Activity that, individually or in the aggregate, could reasonably be
expected to have a Material Adverse Effect;

     (b) neither the Borrower nor any of its Subsidiaries has received any
letter or request for information under Section 104 of the Comprehensive
Environmental Response, Compensation, and Liability Act (42 U.S.C. (S) 9604) or
any comparable state law;

     (c) there are and, to the Credit Parties' knowledge, have been no
conditions, occurrences, or Hazardous Materials Activities which could
reasonably be expected to form the basis of an Environmental Claim against the
Borrower or any of its Subsidiaries that, individually or in the aggregate,
could reasonably be expected to have a Material Adverse Effect;

     (d) each of the Borrower and its Subsidiaries maintains an environmental
management system for its and each of its Subsidiaries' operations that
demonstrates a commitment to environmental compliance and includes procedures
for (i) preparing and updating written compliance manuals covering pertinent
regulatory areas, (ii) tracking changes in applicable Environmental Laws and
modifying operations to comply with new requirements thereunder, (iii) training
employees to comply with applicable environmental requirements and updating such
training as necessary, (iv) performing regular internal compliance audits of
each Facility and ensuring correction of any incidents of non-compliance
detected by means of such audits, and (v) reviewing the compliance status of
off-site waste disposal facilities;

     (e) compliance with all current or reasonably foreseeable future
requirements pursuant to or under Environmental Laws will not, individually or
in the aggregate, have a reasonable possibility of giving rise to a Material
Adverse Effect.

Notwithstanding anything in this Section to the contrary, no event or condition
has occurred or is occurring with respect to the Borrower or any of its
Subsidiaries relating to any Environmental Law, any Release of Hazardous
Materials, or any Hazardous Materials Activity, including any

                                                                              59

<PAGE>

matter disclosed on Schedule 3.13 annexed hereto, which individually or in the
aggregate has had or could reasonably be expected to have a Material Adverse
Effect.

     Section 3.14 Employee Matters.

     There are no collective bargaining agreements or Multiemployer Plans
covering the employees of the Borrower or any of its Subsidiaries as of the
Closing Date and none of the Borrower or any of their Subsidiaries (a) has
suffered any strikes, walkouts, work stoppages or other material labor
difficulty within the last five years or (b) has knowledge of any potential or
pending strike, walkout or work stoppage.

     Section 3.15 Solvency.

     Each Credit Party is and, upon the incurrence of any Credit Party
Obligations by such Credit Party on any date on which this representation is
made, will be, Solvent.

     Section 3.16 Matters Relating to Collateral.

     (a) Creation, Perfection and Priority of Liens. The execution and delivery
of the Security Documents by the Credit Parties, together with (i) the actions
taken on or prior to the date hereof pursuant to Sections 4.1(d), 4.1(e), 5.10
and 5.11 and the filing of any Uniform Commercial Code financing statements and
PTO filings delivered to the Administrative Agent for filing (but not yet filed)
and the recording of any Mortgages or amendments to Mortgages delivered to the
Administrative Agent for recording (but not yet recorded), and (ii) the delivery
to the Administrative Agent of any Pledged Collateral will be, upon the due and
proper completion of such filings and recordings, effective to create or to
continue in favor of the Administrative Agent for the benefit of the Lenders, as
security for the Credit Party Obligations, a valid and perfected First Priority
Lien on all of the Collateral, subject to the periodic filing of Uniform
Commercial Code continuation statements in respect of Uniform Commercial Code
financing statements filed by or on behalf of the Administrative Agent.

     (b) Governmental Authorizations. No authorization, approval or other action
by, and no notice to or filing with, any Governmental Authority is required for
either (i) the pledge or grant by any Credit Party of the Liens purported to be
created in favor of the Administrative Agent pursuant to any of the Security
Documents or (ii) the exercise by the Administrative Agent of any rights or
remedies in respect of any Collateral (whether specifically granted or created
pursuant to any of the Security Documents or created or provided for by
applicable law), except for filings or recordings contemplated by Section
3.16(a) and except as may be required, in connection with the disposition of any
Pledged Collateral, by laws generally affecting the offering and sale of
securities.

     (c) Absence of Third-Party Filings. Except such as may have been filed in
favor of the Administrative Agent as contemplated by Section 3.16(a) or except
as such may constitute Permitted Encumbrances, (i) no effective Uniform
Commercial Code financing statement, fixture filing or other instrument similar
in effect covering all or any part of the Collateral is on file in

                                                                              60

<PAGE>

any filing or recording office and (ii) no effective filing covering all or any
part of the Intellectual Property is on file in the PTO.

     (d) Margin Regulations. The pledge of the Pledged Collateral pursuant to
the Pledge Agreement does not violate Regulation T, U or X of the Board of
Governors of the Federal Reserve System.

     (e) Information Regarding Collateral. All information supplied to the
Administrative Agent by or on behalf of any Credit Party with respect to any of
the Collateral (in each case taken as a whole with respect to any particular
Collateral) is accurate and complete in all material respects.

     Section 3.17 Related Agreements.

     The Borrower has delivered to the Lenders complete and correct copies of
each Related Agreement and of all exhibits and schedules thereto. Schedule 3.17
annexed hereto lists all Affiliate Agreements as of the Closing Date. Except as
set forth in Schedule 3.17 annexed hereto, none of the Related Agreements have
been amended, amended and restated, supplemented, restated or otherwise modified
on or before the Closing Date since the date any such Related Agreement was
first entered into.

     Section 3.18 Disclosure.

     No representation or warranty (except with respect to projections and pro
forma financial information that are covered in the next sentence) of the
Borrower or any of its Subsidiaries contained in any Credit Document or Related
Agreement or in any other document, certificate or written statement furnished
to the Lenders by or on behalf of the Borrower or any of its Subsidiaries for
use in connection with the transactions contemplated by this Agreement contains
any untrue statement of a material fact or omits to state a material fact (known
to the Borrower or any of its Subsidiaries, in the case of any document not
furnished by the Borrower and its Subsidiaries) necessary in order to make the
statements contained herein or therein not misleading in light of the
circumstances in which the same were made. Any projections and pro forma
financial information contained in such materials are based upon good faith
estimates and assumptions believed by the Borrower to be reasonable at the time
made, it being recognized by the Lenders that such projections as to future
events are not to be viewed as facts and that actual results during the period
or periods covered by any such projections may differ from the projected
results. There are no facts known (or which should upon the reasonable exercise
of diligence be known) to the Credit Parties (other than matters of a general
economic nature) that, individually or in the aggregate, could reasonably be
expected to result in a Material Adverse Effect and that have not been disclosed
herein or in such other documents, certificates and statements furnished to the
Lenders for use in connection with the transactions contemplated hereby.

                                                                              61

<PAGE>

     Section 3.19 Permits.

     Each of the Credit Parties, prior to and after giving effect to the
transactions contemplated by the Credit Documents and the Related Agreements,
has such certificates, permits, licenses, franchises, consents, approvals,
authorizations and clearances that are material to the condition (financial or
otherwise), business or operations of any Credit Party ("Permits") and is (and
will be immediately after the consummation of such transactions) in compliance
in all respects with all applicable laws as are necessary to own, lease or
operate its properties and to conduct its businesses in the manner as presently
conducted and to be conducted immediately after the consummation of such
transactions except where failure to be in compliance could not reasonably be
expected to result in a Material Adverse Effect, and all such Permits are valid
and in full force and effect and will be valid and in full force and effect
immediately upon consummation of such transactions except for those where the
failure to be valid or in effect could not reasonably be expected to result in a
Material Adverse Effect. Each of the Credit Parties, prior to and after giving
effect to such transactions, is and will be in compliance in all respects with
its obligations under such Permits except where failure to be in compliance
could not reasonably be expected to result in a Material Adverse Effect, and no
event has occurred that allows, or after notice or lapse of time would allow,
revocation or termination of such Permits except where such revocation or
termination could not reasonably be expected to result in a Material Adverse
Effect.

     Section 3.20 Indebtedness.

     Except as otherwise permitted under Section 6.1 and Section 6.4, the
Borrower and its Subsidiaries have no Indebtedness.

     Section 3.21 Intellectual Property.

     Each of the Borrower and its Subsidiaries owns, or has the legal right to
use, all trademarks, tradenames, copyrights, technology, know-how, processes and
other intellectual property necessary for each of them to conduct its business
as currently conducted. Set forth on Schedule 3.21 is a list of all Intellectual
Property owned by the Borrower and its Subsidiaries. Except as provided on
Schedule 3.21, no claim has been asserted and is pending by any Person
challenging or questioning the use of any Intellectual Property of the Borrower
and its Subsidiaries or the validity or effectiveness of any such Intellectual
Property, nor do the Borrower or any of its Subsidiaries know of any such claim,
and, to the knowledge of the Borrower and its Subsidiaries, the use of such
Intellectual Property by the Borrower or any of its Subsidiaries does not
infringe on the rights of any Person, except for such claims and infringements
that in the aggregate, could not reasonably be expected to have a Material
Adverse Effect. Schedule 3.21 may be updated from time to time by the Borrower
to include new Intellectual Property by giving written notice thereof to the
Administrative Agent.

     Section 3.22 Investments.

     All Investments of each of the Borrower and its Subsidiaries are Permitted
Investments.

                                                                              62

<PAGE>

     Section 3.23 Tax Shelter Regulations.

     The Borrower does not intend to treat the Loans and the Letters of Credit
and related transactions as being a "reportable transaction" (within the meaning
of Treasury Regulation Section 1.6011-4). In the event the Borrower determines
to take any action inconsistent with such intention, it will promptly notify the
Administrative Agent thereof. If the Borrower so notifies the Administrative
Agent, the Borrower acknowledges that one or more of the Lenders may treat its
Loans, Letters of Credit and Participation Interests in Swingline Loans and
Letters of Credit as part of a transaction that is subject to Treasury
Regulation Section 301.6112-1, and such Lender or Lenders, as applicable, will
maintain the lists and other records required by such Treasury Regulation.

                                   ARTICLE IV

                              CONDITIONS PRECEDENT

     Section 4.1 Conditions to Closing Date and Initial Loans.

     This Credit Agreement shall become effective upon, and the obligation of
each Lender to make the initial Revolving Loans, the First Lien Term Loan and
the Second Lien Term Loan on the Closing Date is subject to, the satisfaction of
the following conditions precedent:

     (a) Execution of Agreement. The Administrative Agent shall have received
(i) counterparts of this Credit Agreement for the Credit Parties, the
Administrative Agent and each Lender, (ii) for the account of each Revolving
Lender, FLTL Lender and SLTL Lender, a Revolving Note, First Lien Term Note and
the Second Lien Term Note, as applicable, (iii) for the account of the Swingline
Lender, the Swingline Note, and (iv) counterparts of the Security Agreement, the
Pledge Agreement, each Mortgage and each other Security Document, in each case
conforming to the requirements of this Credit Agreement and executed by a duly
authorized officer of each party thereto

     (b) Authority Documents. The Administrative Agent shall have received the
following, together with a secretary's certificate in substantially the form of
Schedule 4.1-1 annexed hereto:

          (i) Certificates of Incorporation; Charter Documents. Copies of the
     certificates of incorporation or other charter documents, as applicable, of
     each Credit Party certified to be true and complete as of a recent date by
     the appropriate governmental authority of the state of its incorporation
     and by a secretary or assistant secretary of such Credit Party as of the
     Closing Date to be true and correct and in force and effect as of the
     Closing Date

          (ii) Resolutions. Copies of resolutions of the board of directors or
     comparable managing body of each Credit Party approving and adopting the
     Credit Documents, the transactions contemplated therein and authorizing
     execution and delivery thereof,

                                                                              63

<PAGE>

     certified by an officer of such Credit Party as of the Closing Date to be
     true and correct and in force and effect as of such date.

          (iii) Bylaws. A copy of the bylaws or comparable operating agreement
     of each Credit Party certified by an officer of such Credit Party as of the
     Closing Date to be true and correct and in force and effect as of such
     date.

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

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

     (c) Legal Opinions of Counsel. The Administrative Agent shall have received
opinions of legal counsel for the Credit Parties, dated the Closing Date and
addressed to the Administrative Agent and the Lenders, which opinions shall
provide, among other things, that the execution and delivery of the Credit
Documents by the Credit Parties and the consummation of the transactions
contemplated thereby will not violate the corporate instruments and material
agreements of the Credit Parties, and shall otherwise be in form and substance
acceptable to the Administrative Agent and the Lenders.

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

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

          (ii) Uniform Commercial Code financing statements for each appropriate
     jurisdiction as is necessary, in the Administrative Agent's sole
     discretion, to perfect the Lenders' security interests in the Collateral;

          (iii) duly executed consents as are necessary, in the Administrative
     Agent's sole discretion, to perfect the Lenders' security interest in the
     Collateral; and

          (iv) an copy of the Perfection Certificate duly executed by the
     Borrower.

                                                                              64

<PAGE>

     (e) Real Property Collateral. The Administrative Agent shall have received,
in form and substance satisfactory to the Administrative Agent, fully executed
and notarized Mortgage (with appropriate legal descriptions attached) or an
amendment to an existing Mortgage for each property set forth on Schedule 4.1-2
(each a "Mortgaged Property") and (ii) to the extent required by the
Administrative Agent, an opinion of counsel to the applicable Credit Parties for
each State in which a Mortgaged Property is located.

     (f) Liability, Casualty, Business Interruption and Environmental Insurance.
The Administrative Agent shall have received copies of insurance policies or
certificates of insurance evidencing liability, casualty, business interruption
and environmental insurance meeting the requirements set forth herein or in the
Security Documents. The Administrative Agent shall be named as loss payee,
mortgagee and/or additional insured, as its interest may appear, on all such
insurance policies for the benefit of the Lenders.

     (g) Fees. The Administrative Agent and the Lenders shall have received all
fees, if any, owing pursuant to the Fee Letter and Section 2.6.

     (h) Litigation. There shall not exist any pending, ongoing or threatened
litigation or investigation affecting or relating (i) to the Credit Parties or
any of their Subsidiaries, or (ii) this Credit Agreement or the other Credit
Documents that has not been settled, dismissed, vacated, discharged or
terminated prior to the Closing Date which, in the case of clause (i), could be
reasonably expected to have a Material Adverse Effect.

     (i) Solvency Certificate. The Administrative Agent shall have received an
officer's certificate for the Credit Parties prepared by the chief financial
officer of the Borrower as to the financial condition, solvency and related
matters of the Borrower and of the Credit Parties taken as a whole, in each case
after giving effect to the initial borrowings under the Credit Documents, in
substantially the form of Schedule 4.1-3 hereto.

     (j) Account Designation Letter. The Administrative Agent shall have
received the executed Account Designation Letter in the form of Schedule 1.1(a)
hereto.

     (k) Consents. The Administrative Agent shall have received evidence that
all governmental, shareholder and material third party consents and approvals
necessary in connection with the financings and other transactions contemplated
hereby have been obtained and all applicable waiting periods have expired
without any action being taken by any authority that could restrain, prevent or
impose any material adverse conditions on such transactions or that could seek
or threaten any of such transactions.

     (l) Compliance with Laws. The financings and other transactions
contemplated hereby shall be in compliance in all material respects with all
applicable laws and regulations (including all applicable securities and banking
laws, rules and regulations).

     (m) Bankruptcy. There shall be no bankruptcy or insolvency proceedings with
respect to any Credit Party.

                                                                              65

<PAGE>

     (n) Material Adverse Effect. No material adverse change shall have occurred
since September 26, 2002 in the business, properties, prospects, operations or
condition (financial or otherwise) of the Borrower and its Subsidiaries, taken
as a whole.

     (o) Financial Statements. The Administrative Agent shall have received
copies of the financial statements referred to in Section 3.3 hereof, each in
form and substance satisfactory to it.

     (k) Termination of Existing Indebtedness. All existing Indebtedness for
borrowed money of the Credit Parties (other than the Indebtedness under the
Existing Credit Agreement that will be refinanced pursuant to this Agreement and
Indebtedness permitted by Section 6.1) shall have been repaid in full and
terminated and all Liens relating thereto shall have been terminated.

     (r) Officer's Certificates. The Administrative Agent shall have received a
certificate or certificates executed by a responsible officer of the Borrower as
of the Closing Date stating that (i) no action, suit, investigation or
proceeding is pending, ongoing or, to the knowledge of any Credit Party,
threatened in any court or before any other Governmental Authority that purports
to affect any Credit Party or any other transaction contemplated by the Credit
Documents, which action, suit, investigation or proceeding could be reasonably
expected to have a Material Adverse Effect and (ii) immediately after giving
effect to this Credit Agreement, the other Credit Documents, and all the
transactions contemplated therein to occur on such date, (A) no Default or Event
of Default exists, (B) all representations and warranties contained herein and
in the other Credit Documents are true and correct in all material respects, and
(C) the Credit Parties are in compliance with each of the financial covenants
set forth in Section 6.6.

     (s) Additional Matters. All other documents and legal matters in connection
with the transactions contemplated by this Credit Agreement shall be reasonably
satisfactory in form and substance to the Administrative Agent and its counsel.

     Section 4.2 Conditions to All Extensions of Credit.

     The obligation of each Lender to make any Extension of Credit hereunder is
subject to the satisfaction of the following conditions precedent on the date of
making such Extension of Credit:

     (a) Representations and Warranties. The representations and warranties made
by the Credit Parties herein, in the Security Documents or which are contained
in any certificate furnished at any time under or in connection herewith shall
be true and correct on and as of the date of such Extension of Credit as if made
on and as of such date except to the extent such representations and warranties
specifically relate to any earlier date, in which case such representations and
warranties shall have been true and correct as of such earlier date.

     (b) No Default or Event of Default. No Default or Event of Default shall
have occurred and be continuing on such date or after giving effect to the
Extension of Credit to be

                                                                              66

<PAGE>

made on such date unless such Default or Event of Default shall have been waived
in accordance with this Credit Agreement.

     (c) Compliance with Commitments. Immediately after giving effect to the
making of any such Extension of Credit (and the application of the proceeds
thereof), the sum of outstanding Revolving Loans plus outstanding Swingline
Loans plus LOC Obligations shall not exceed the Revolving Committed Amount.

     (c) Additional Conditions to Revolving Loans. If a Revolving Loan is
requested, all conditions set forth in Section 2.1 shall have been satisfied.

     (d) Additional Conditions to Letters of Credit. If the issuance of a Letter
of Credit is requested, all conditions set forth in Section 2.4 shall have been
satisfied.

     (e) Additional Conditions to Swingline Loans. If a Swingline Loan is
requested, all conditions set forth in Section 2.5 shall have been satisfied.

     Each request for an Extension of Credit and each acceptance by the Borrower
of any such Extension of Credit shall be deemed to constitute representations
and warranties by the Borrower as of the date of such Extension of Credit that
the applicable conditions in paragraphs (a) through (e) of this Section have
been satisfied.

                                    ARTICLE V

                              AFFIRMATIVE COVENANTS

     The Credit Parties hereby covenant and agree that on the Closing Date, and
thereafter for so long as this Credit Agreement is in effect and until the
Commitments have terminated, no Note remains outstanding and unpaid and the
Credit Party Obligations (other than inchoate indemnification and reimbursement
obligations) together with interest, Commitment Fees and all other amounts owing
to the Administrative Agent or any Lender hereunder and under the other Credit
Documents, are paid in full, the Credit Parties shall, and shall cause each of
their Subsidiaries, to perform the covenants set forth in this Article V.

     Section 5.1 Financial Statements and Other Reports.

     The Borrower will maintain, and cause each of its Subsidiaries to maintain,
a system of accounting established and administered in accordance with sound
business practices to permit preparation of financial statements in conformity
with GAAP. The Borrower will deliver to the Administrative Agent and the
Lenders:

     (a) Monthly Financials. As soon as available and in any event within 30
days after the end of each month ending after the Closing Date, the consolidated
balance sheet of the Borrower and its Subsidiaries as at the end of such month
and the related consolidated statements of income, stockholders' equity and cash
flows of the Borrower and its Subsidiaries for such

                                                                              67

<PAGE>

month and for the period from the beginning of the then current Fiscal Year to
the end of such month, setting forth in each case in comparative form the
corresponding figures for the corresponding periods of the previous Fiscal Year
and the corresponding figures from the Financial Plan for the current Fiscal
Year, to the extent prepared on a monthly basis, all in reasonable detail and
certified by the chief financial officer of the Borrower that they fairly
present, in all material respects, the financial condition of the Borrower and
its Subsidiaries as at the dates indicated and the results of their operations
and their cash flows for the periods indicated, subject to changes resulting
from audit and normal year-end adjustments;

     (b) Quarterly Financials. As soon as available and in any event within 45
days after the end of each of the first three Fiscal Quarters of each Fiscal
Year and within 90 days after the end of the fourth Fiscal Quarter of each
Fiscal Year, (i) the consolidated and consolidating balance sheets of the
Borrower and its Subsidiaries as at the end of such Fiscal Quarter and the
related consolidated and consolidating statements of income, stockholders'
equity and cash flows of the Borrower and its Subsidiaries for such Fiscal
Quarter and for the period from the beginning of the then current Fiscal Year to
the end of such Fiscal Quarter, setting forth in each case in comparative form
the corresponding figures for the corresponding periods of the previous Fiscal
Year and the corresponding figures from the Financial Plan for the current
Fiscal Year, all in reasonable detail and certified by the chief financial
officer of the Borrower that they fairly present, in all material respects, the
financial condition of the Borrower and its Subsidiaries as at the dates
indicated and the results of their operations and their cash flows for the
periods indicated, subject to changes resulting from audit and normal year-end
adjustments, and (ii) a narrative report describing the operations of the
Borrower and its Subsidiaries in the form prepared for presentation to senior
management for such Fiscal Quarter and for the period from the beginning of the
then current Fiscal Year to the end of such Fiscal Quarter;

     (c) Year-End Financials. As soon as available and in any event within 90
days after the end of each Fiscal Year, (i) the consolidated and consolidating
balance sheets of the Borrower and its Subsidiaries as at the end of such Fiscal
Year and the related consolidated and consolidating statements of income,
stockholders' equity and cash flows of the Borrower and its Subsidiaries for
such Fiscal Year, setting forth in each case in comparative form the
corresponding figures for the previous Fiscal Year and the corresponding figures
from the Financial Plan for the Fiscal Year covered by such financial
statements, all in reasonable detail and certified by the chief financial
officer of the Borrower that they fairly present, in all material respects, the
financial condition of the Borrower and its Subsidiaries as at the dates
indicated and the results of their operations and their cash flows for the
periods indicated, (ii) a narrative report describing the operations of the
Borrower and its Subsidiaries in the form prepared for presentation to senior
management for such Fiscal Year, and (iii) in the case of such consolidated
financial statements, a report thereon of Deloitte & Touche LLP or other
independent certified public accountants of recognized national standing
selected by the Borrower, which report shall be unqualified, shall express no
doubts about the ability of the Borrower and its Subsidiaries to continue as a
going concern, and shall state that such consolidated financial statements
fairly present, in all material respects, the consolidated financial position of
the Borrower and its Subsidiaries as at the dates indicated and the results of
their operations and their cash flows for the periods indicated in conformity
with GAAP applied on a basis consistent with prior years (except as otherwise
disclosed in such financial statements) and that the examination by such

                                                                              68

<PAGE>

accountants in connection with such consolidated financial statements has been
made in accordance with generally accepted auditing standards;

     (d) Officers' and Compliance Certificates. (i) Together with each delivery
of financial statements of the Borrower and its Subsidiaries pursuant to
subsections (a), (b) and (c) above, an Officers' Certificate of the Borrower
stating that the signers have reviewed the terms of this Agreement and have
made, or caused to be made under their supervision, a review in reasonable
detail of the transactions and condition of the Borrower and its Subsidiaries
during the accounting period covered by such financial statements and that such
review has not disclosed the existence during or at the end of such accounting
period, and that the signers do not have knowledge of the existence as at the
date of such Officers' Certificate, of any condition or event that constitutes a
Default or an Event of Default, or, if any such condition or event existed or
exists, specifying the nature and period of existence thereof and what action
the Borrower has taken, is taking and proposes to take with respect thereto; and
(ii) together with each delivery of financial statements of the Borrower and its
Subsidiaries pursuant to subsections (b) and (c) above, a Compliance Certificate
demonstrating in reasonable detail compliance during and at the end of the
applicable accounting periods with the negative covenants contained in Article
VI;

     (e) Reconciliation Statements. If, as a result of any change in accounting
principles and policies from those used in the preparation of the audited
financial statements referred to in Section 3.3, the consolidated financial
statements of the Borrower and its Subsidiaries delivered pursuant to
subsections (a), (b), (c) or (m) of this Section 5.1 will differ in any material
respect from the consolidated financial statements that would have been
delivered pursuant to such subsections had no such change in accounting
principles and policies been made, then (i) together with the first delivery of
financial statements pursuant to subsections (a), (b), (c) or (m) of this
Section 5.1 following such change, consolidated financial statements of the
Borrower and its Subsidiaries for (A) the current Fiscal Year to the effective
date of such change and (B) the two full Fiscal Years immediately preceding the
Fiscal Year in which such change is made, in each case prepared on a pro forma
basis as if such change had been in effect during such periods, and (ii)
together with each delivery of financial statements pursuant to subsections (a),
(b), (c) or (m) of this Section 5.1 following such change, a written statement
of the chief accounting officer or chief financial officer of the Borrower
setting forth the differences (including any differences that would affect any
calculations relating to the financial covenants set forth in Section 6.6) which
would have resulted if such financial statements had been prepared without
giving effect to such change;

     (f) Accountants' Certification. Together with each delivery of consolidated
financial statements of the Borrower and its Subsidiaries pursuant to subsection
(c) above, a written statement by the independent certified public accountants
giving the report thereon (i) stating that their audit examination has included
a review of the terms of this Agreement and the other Credit Documents as they
relate to accounting matters, (ii) stating whether, in connection with their
audit examination, any condition or event that constitutes a Default or an Event
of Default has come to their attention and, if such a condition or event has
come to their attention, specifying the nature and period of existence thereof;
provided that such accountants shall not be liable by reason of any failure to
obtain knowledge of any such Default or Event of Default that would not be
disclosed in the course of their audit examination, and (iii) stating that based
on

                                                                              69

<PAGE>

their audit examination nothing has come to their attention that causes them to
believe either or both that the information contained in the certificates
delivered therewith pursuant to subsection (d) above is not correct or that the
matters set forth in the Compliance Certificates delivered therewith pursuant to
clause (ii) of subsection (d) above for the applicable Fiscal Year are not
stated in accordance with the terms of this Agreement;

     (g) Accountants' Reports. Promptly upon receipt thereof (unless restricted
by applicable professional standards), copies of all reports submitted to the
Borrower by independent certified public accountants in connection with each
annual, interim or special audit of the financial statements of the Borrower and
its Subsidiaries made by such accountants, including any comment letter
submitted by such accountants to management in connection with their annual
audit;

     (h) SEC Filings and Press Releases. Promptly upon their becoming available,
copies of (i) all financial statements, reports, notices and proxy statements
sent or made available generally by the Borrower to its security holders or by
any Subsidiary of the Borrower to its security holders other than the Borrower
or another Subsidiary of the Borrower, (ii) all regular and periodic reports and
all registration statements (other than on Form S-8 or a similar form) and
prospectuses, if any, filed by the Borrower or any of its Subsidiaries with any
securities exchange or with the Securities and Exchange Commission or any
Governmental Authority or private regulatory authority, and (iii) all press
releases and other statements made available generally by the Borrower or any of
its Subsidiaries to the public concerning material developments in the business
of the Borrower or any of its Subsidiaries; provided, however, the Borrower
shall not be required to deliver the foregoing information to (A) the
Administrative Agent and the Lenders if such information is readily available to
such Persons through an online service such as EDGAR, unless specifically
required by the Administrative Agent and (B) the Lenders to the extent such
information has been delivered to the Administrative Agent and the Borrower has
confirmed that such information has been made available to the Lenders by the
Administrative Agent through an online service such as IntraLinks or otherwise
distributed by the Administrative Agent to the Lenders;

     (i) Events of Default, etc. Promptly (but in any event within two (2)
Business Days thereof) upon any officer of a Credit Party obtaining knowledge
(i) of any condition or event that constitutes a Default or an Event of Default,
or becoming aware that any Lender has given any notice (other than to the
Administrative Agent) or taken any other action with respect to a claimed
Default or Event of Default, (ii) that any Person has given any notice to the
Borrower or any of its Subsidiaries or taken any other action with respect to a
claimed default or event or condition of the type referred to in Section 7.1(b),
(iii) of any condition or event that would be required to be disclosed in a
current report filed by the Borrower with the Securities and Exchange Commission
on Form 8-K (Items 1, 2, 4, 5 and 6 of such Form as in effect on the date
hereof) or (iv) of the occurrence of any event or change that has caused or
evidences, either in any case or in the aggregate, a Material Adverse Effect, an
Officers' Certificate specifying the nature and period of existence of such
condition, event or change, or specifying the notice given or action taken by
any such Person and the nature of such claimed Default or Event of Default,
default, event or condition, and what action the Credit Parties have taken, are
taking and propose to take with respect thereto;

                                                                              70

<PAGE>

     (j) Litigation or Other Proceedings. Promptly upon any officer of any
Credit Party obtaining knowledge of (i) the institution of, or non-frivolous
threat of, any action, suit, proceeding (whether administrative, judicial or
otherwise), governmental investigation or arbitration against or affecting the
Borrower or any of its Subsidiaries or any property of the Borrower or any of
its Subsidiaries (collectively, "Proceedings") not previously disclosed in
writing by a Credit Party to the Lenders or (ii) any material development in any
Proceeding that, in any case:

          (A) if adversely determined, has a reasonable possibility of giving
     rise to a Material Adverse Effect; or

          (B) seeks to enjoin or otherwise prevent the consummation of, or to
     recover any damages or obtain relief as a result of, the transactions
     contemplated hereby;

written notice thereof together with such other information as may be reasonably
available to the Credit Parties to enable the Lenders and their counsel to
evaluate such matters;

     (k) ERISA Events. Promptly upon becoming aware of the occurrence of or
forthcoming occurrence of any ERISA Event that could reasonably be expected to
result in a material liability, a written notice specifying the nature thereof,
what action the Borrower, any of its Subsidiaries or any of their respective
ERISA Affiliates has taken, is taking or proposes to take with respect thereto
and, when known, any action taken or threatened by the Internal Revenue Service,
the Department of Labor or the PBGC with respect thereto;

     (l) ERISA Notices. With reasonable promptness, copies of (i) each Schedule
B (Actuarial Information) to the annual report (Form 5500 Series) filed by the
Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates
with the Internal Revenue Service with respect to each Pension Plan; (ii) all
notices received by the Borrower, any of its Subsidiaries or any of their
respective ERISA Affiliates from a Multiemployer Plan sponsor concerning an
ERISA Event that could reasonably be expected to result in a material liability;
and (iii) copies of such other documents or governmental reports or filings
relating to any Employee Benefit Plan as the Administrative Agent shall
reasonably request;

     (m) Financial Plans. As soon as practicable and in any event no later than
30 days after the beginning of each Fiscal Year, a consolidated plan and
financial forecast for such Fiscal Year (the "Financial Plan" for such Fiscal
Year), including (i) forecasted consolidated balance sheet and forecasted
consolidated statements of income and cash flows of the Borrower and its
Subsidiaries for such Fiscal Year, together with an explanation of the
assumptions on which such forecasts are based, and (ii) such other information
and projections as any Lender may reasonably request;

     (n) Insurance. As soon as practicable and in any event by the last day of
each Fiscal Year, a report in form and substance satisfactory to the
Administrative Agent outlining all material insurance coverage maintained as of
the date of such report by the Borrower and its

                                                                              71

<PAGE>

Subsidiaries and all material insurance coverage planned to be maintained by the
Borrower and its Subsidiaries in the immediately succeeding Fiscal Year;

     (o) Board of Directors. With reasonable promptness, written notice of any
change in the Board of Directors of the Borrower;

     (p) New Subsidiaries. Promptly upon any Person becoming a Subsidiary of the
Borrower, a written notice setting forth with respect to such Person (a) the
date on which such Person became a Subsidiary of the Borrower and (b) all of the
data required to be set forth in Schedule 3.1-2 annexed hereto with respect to
all Subsidiaries of the Borrower (it being understood that such written notice
shall be deemed to supplement Schedule 3.1-2 annexed hereto for all purposes of
this Agreement);

     (q) Material Contracts. Promptly, and in any event within 10 Business Days
after any Material Contract of the Borrower or any of its Subsidiaries is
terminated or amended in a manner that is materially adverse to the Borrower or
such Subsidiary, as the case may be, a written statement describing such event
with copies of such material amendments, and an explanation of any actions being
taken with respect thereto;

     (r) Uniform Commercial Code Search Report. As promptly as practicable after
the filing by the Administrative Agent of any Uniform Commercial Code financing
statement pursuant to the terms hereof or the Security Documents, copies of
completed Uniform Commercial Code searches evidencing the proper filing,
recording and indexing of all such Uniform Commercial Code financing statement
and listing all other effective financing statements that name such Credit Party
as debtor, together with copies of all such other financing statements not
previously delivered to the Administrative Agent by or on behalf of the Borrower
or such Credit Party;

     (s) Collateral Information. Upon the reasonable request of the
Administrative Agent, the Borrower shall provide to the Administrative Agent (i)
an updated list of all locations of any Collateral and (ii) an updated list of
any or all of the Intellectual Property of the Borrower and its Subsidiaries.

     (t) Asset Dispositions, Etc. Within 90 days after the end of each Fiscal
Year of the Borrower, a certificate containing information regarding the amount
of all Asset Dispositions, Debt Issuances, and Equity Issuances that were made
during the prior Fiscal Year and amounts received in connection with any
Recovery Event during the prior Fiscal Year together with a statement
demonstrating a calculation of Excess Cash Flow;

     (u) Environmental Report. As soon as practicable and in any event within 30
days after the end of each Fiscal Year, a management report in form and
substance satisfactory to the Administrative Agent summarizing the status of any
environmental remediation actions taken by the Borrower and its Subsidiaries
during the previous Fiscal Year, any reserves established by the Borrower and
its Subsidiaries with respect to such remediation actions, all expenses incurred
by the Borrower and its Subsidiaries in connection with such remediation actions
and any change to the Borrower's environmental insurance coverage;

                                                                              72

<PAGE>

     (v) Notice of Reportable Transaction Treatment. Promptly after the Borrower
has notified the Administrative Agent of its intention to treat the Loans and
the Letters of Credit and related transactions as being a "reportable
transaction" (within the meaning of Treasury Regulation Section 1.6011-4), a
duly completed copy of IRS Form 8886 or any successor form; and

     (w) Other Information. With reasonable promptness, such other information
and data with respect to the Borrower or any of its Subsidiaries as from time to
time may be reasonably requested by any Lender through the Administrative Agent.

     Section 5.2 Corporate Existence, Etc.

     Except as permitted under Section 6.7, the Borrower will, and will cause
each of its Subsidiaries to, at all times preserve and keep in full force and
effect its corporate existence and all rights and franchises material to its
business; provided, however that neither the Borrower nor any of its
Subsidiaries shall be required to preserve any such right or franchise if the
Board of Directors of the Borrower or such Subsidiary shall determine that the
preservation thereof is no longer desirable in the conduct of the business of
the Borrower or such Subsidiary, as the case may be, and that the loss thereof
is not disadvantageous in any material respect to the Borrower, such Subsidiary
or the Lenders.

     Section 5.3 Payment of Taxes, Claims and Other Obligations; Tax
Consolidation.

     (a) The Borrower will, and will cause each of its Subsidiaries to, pay all
taxes, assessments and other governmental charges imposed upon it or any of its
properties or assets or in respect of any of its income, businesses or
franchises before any penalty accrues thereon, and all claims (including claims
for labor, services, materials and supplies) for sums that have become due and
payable and that by law have or may become a Lien upon any of its properties or
assets, prior to the time when any penalty or fine shall be incurred with
respect thereto; provided that no such charge or claim need be paid if it is
being contested in good faith by appropriate proceedings promptly instituted and
diligently conducted, so long as (i) such reserve or other appropriate
provision, if any, as shall be required in conformity with GAAP shall have been
made therefor and (ii) in the case of a charge or claim which has or may become
a Lien against any of the Collateral, such contest proceedings conclusively
operate to stay the sale of any portion of the Collateral to satisfy such charge
or claim.

     (b) The Borrower will not, nor will it permit any of its Subsidiaries to,
file or consent to the filing of any consolidated income tax return with any
Person (other than the Borrower or any of its Subsidiaries).

     Section 5.4 Maintenance of Properties; Insurance.

     (a) Maintenance of Properties. The Borrower will, and will cause each of
its Subsidiaries to, maintain or cause to be maintained in good repair, working
order and condition, ordinary wear and tear excepted, all material properties
used or useful in the business of the

                                                                              73

<PAGE>

Borrower and its Subsidiaries (including all Intellectual Property) and from
time to time will make or cause to be made all appropriate repairs, renewals and
replacements thereof.

     (b) Insurance. The Borrower will maintain or cause to be maintained, with
financially sound and reputable insurers, such public liability insurance, third
party property damage insurance, business interruption insurance, casualty
insurance and environmental insurance with respect to liabilities, losses or
damage in respect of the assets, properties and businesses of the Borrower and
its Subsidiaries as may customarily be carried or maintained under similar
circumstances by corporations of established reputation engaged in similar
businesses, in each case in such amounts (giving effect to self-insurance), with
such deductibles, covering such risks and otherwise on such terms and conditions
as shall be customary for corporations similarly situated in the industry;
provided that environmental insurance shall not be required for properties in a
state where any environmental liabilities or losses would be indemnified or
reimbursed by a trust fund established by such state and such trust fund is
solvent. Without limiting the generality of the foregoing, the Borrower will
maintain or cause to be maintained (i) flood insurance with respect to each
Flood Hazard Property that is located in a community that participates in the
National Flood Insurance Program, in each case in compliance with any applicable
regulations of the Board of Governors of the Federal Reserve System, and (ii)
replacement value casualty insurance on the Collateral under such policies of
insurance, with such insurance companies, in such amounts, with such
deductibles, and covering such risks as are at all times satisfactory to the
Administrative Agent in its commercially reasonable judgment. Each such policy
of insurance shall (A) name the Administrative Agent for the benefit of the
Lenders as an additional insured thereunder as its interests may appear and (B)
in the case of each business interruption and casualty insurance policy, contain
a loss payable clause or endorsement, satisfactory in form and substance to the
Administrative Agent, that names the Administrative Agent for the benefit of the
Lenders as the loss payee or mortgagee thereunder and provides for at least 30
days prior written notice to the Administrative Agent of any modification or
cancellation of such policy.

     Section 5.5 Books and Records; Inspection Rights; Lender Meeting.

     (a) Books and Records; Inspection Rights. The Borrower shall, and shall
cause each of its Subsidiaries, to keep proper books of records and account in
which complete entries consistent with sound business practices sufficient to
support the preparation of financial statements conforming with GAAP shall be
made of its dealings and transactions in relation to its businesses and
activities. The Borrower shall, and shall cause each of its Subsidiaries to,
permit any authorized representatives designated by any Lender to visit and
inspect any of the properties of the Borrower or of any of its Subsidiaries, to
inspect, copy and take extracts from its and their financial and accounting
records, and to discuss its and their affairs, finances and accounts with its
and their officers and independent public accountants (provided that the
Borrower may, if it so chooses, be present at or participate in any such
discussion), all upon reasonable notice and at such reasonable times during
normal business hours and as often as may reasonably be requested.

     (b) Lender Meeting. The Borrower will, upon the request of the
Administrative Agent or the Required Lenders, participate in a meeting of the
Administrative Agent and the

                                                                              74

<PAGE>

Lenders once during each Fiscal Year to be held at the Borrower's corporate
offices (or at such other location as may be agreed to by the Borrower and the
Administrative Agent) at such time as may be agreed to by the Borrower and the
Administrative Agent.

     Section 5.6 Compliance with Laws, Etc.

     The Borrower shall comply, and shall cause each of its Subsidiaries to
comply, with the requirements of all applicable laws, rules, regulations and
orders of any Governmental Authority (including all Environmental Laws),
noncompliance with which could reasonably be expected to cause, individually or
in the aggregate, a Material Adverse Effect.

     Section 5.7 Environmental Review and Investigation, Disclosure, Etc.

     (a) Environmental Review and Investigation. The Borrower agrees that the
Administrative Agent may, from time to time and in its reasonable discretion,
(i) retain, at the Borrower's expense, an independent professional consultant to
review any environmental audits, investigations, analyses and reports relating
to Hazardous Materials prepared by or for the Borrower and (ii) in the event (A)
the Administrative Agent reasonably believes that the Borrower has breached any
representation, warranty or covenant contained in Sections 3.6, 3.13, 5.6, 5.7
or 5.8 or that there has been a material violation of Environmental Laws at any
Facility or by the Borrower or any of its Subsidiaries at any other location or
(B) an Event of Default has occurred and is continuing, subject to the terms of
any applicable lease, conduct its own investigation of any Facility; provided
that, in the case of any Facility no longer owned, leased, operated or used by
the Borrower or any of its Subsidiaries, the Borrower shall only be obligated to
use its best efforts to obtain permission for the Administrative Agent's
professional consultant to conduct an investigation of such Facility. For
purposes of conducting such a review and/or investigation, subject to the terms
of any applicable lease, the Borrower hereby grants to the Administrative Agent
and its agents, employees, consultants and contractors the right to enter into
or onto any Facilities currently owned, leased, operated or used by the Borrower
or any of its Subsidiaries and to perform such tests on such property (including
taking samples of soil, groundwater and suspected asbestos-containing materials)
as are reasonably necessary in connection therewith. Any such investigation of
any Facility shall be conducted, unless otherwise agreed to by the Borrower and
the Administrative Agent, during normal business hours and, to the extent
reasonably practicable, shall be conducted so as not to interfere with the
ongoing operations at such Facility or to cause any damage or loss to any
property at such Facility. The Borrower and the Administrative Agent hereby
acknowledge and agree that any report of any investigation conducted at the
request of the Administrative Agent pursuant to this Section will be obtained
and shall be used by the Administrative Agent and the Lenders for the purposes
of the Lenders' internal credit decisions, to monitor and police the Loans and
to protect the Lenders' security interests created by the Credit Documents. The
Administrative Agent agrees to deliver a copy of any such report to the Borrower
with the understanding that the Borrower acknowledges and agrees that (1) it
will indemnify and hold harmless the Administrative Agent and each Lender from
any costs, losses or liabilities relating to the Borrower's use of or reliance
on such report, (2) neither the Administrative Agent nor any Lender makes any
representation or warranty with respect to such report, and (3) by delivering
such report to the Borrower, neither the Administrative Agent nor any Lender is
requiring or

                                                                              75

<PAGE>

recommending the implementation of any suggestions or recommendations contained
in such report.

     (b) Environmental Disclosure. The Borrower will deliver to the
Administrative Agent and the Lenders:

          (i) Environmental Audits and Reports. As soon as practicable following
     receipt thereof, copies of all environmental audits, investigations,
     analyses and reports of any kind or character, whether prepared by
     personnel of the Borrower or any of its Subsidiaries or by independent
     consultants, Governmental Authorities or any other Persons, with respect to
     significant environmental matters at any Facility which, individually or in
     the aggregate, could reasonably be expected to result in a Material Adverse
     Effect or with respect to any Environmental Claims which, individually or
     in the aggregate, could reasonably be expected to result in a Material
     Adverse Effect;

          (ii) Notice of Certain Releases, Remedial Actions, Etc. Promptly upon
     the occurrence thereof, written notice describing in reasonable detail (A)
     any Release required to be reported to any federal, state or local
     governmental or regulatory agency under any applicable Environmental Laws
     the existence of which has a reasonable possibility of resulting in one or
     more Environmental Claims having, individually or in the aggregate, a
     material adverse effect on the facility or facilities where the Release
     occurred, and (B) any remedial action taken by the Borrower or any other
     Person in response to (1) any Hazardous Materials Activities the existence
     of which has a reasonable possibility of resulting in one or more
     Environmental Claims having, individually or in the aggregate, a material
     adverse effect on the facility or facilities where the Hazardous Materials
     Activities occurred, or (2) any Environmental Claims that, individually or
     in the aggregate, have a reasonable possibility of resulting in a material
     adverse effect on the facility or facilities to which the Environmental
     Claims relate;

          (iii) Written Communications Regarding Environmental Claims, Releases,
     Etc. As soon as practicable following the sending or receipt thereof by the
     Borrower or any of its Subsidiaries, a copy of any and all written
     communications with respect to (A) any Environmental Claims that,
     individually or in the aggregate, have a reasonable possibility of
     resulting in a material adverse effect on the facility or facilities to
     which such Environmental Claims relate, (B) any Release required to be
     reported to any federal, state or local governmental or regulatory agency
     the existence of which has a reasonable possibility of resulting in one or
     more Environmental Claims having, individually or in the aggregate, a
     material adverse effect on the facility or facilities to which the
     Environmental Claims relate, and (C) any request for information from any
     governmental agency that suggests such agency is investigating whether the
     Borrower or any of its Subsidiaries may be potentially responsible for any
     Hazardous Materials Activity that, individually or in the aggregate, have a
     reasonable possibility of resulting in a material adverse effect on the
     facility or facilities at which the Hazardous Materials Activity occurred;

                                                                              76

<PAGE>

          (iv) Notice of Certain Proposed Actions Having Environmental Impact.
     Prompt written notice describing in reasonable detail (A) any proposed
     acquisition of stock, assets, or property by the Borrower or any of its
     Subsidiaries that could reasonably be expected to (1) expose the Borrower
     or any of its Subsidiaries to, or result in, Environmental Claims that,
     individually or in the aggregate, have a reasonable possibility of
     resulting in a material adverse effect on the facility or facilities to
     which the Environmental Claims relate or (2) affect the ability of the
     Borrower or any of its Subsidiaries to maintain in full force and effect
     all material Governmental Authorizations required under any Environmental
     Laws for their respective operations and (b) any proposed action to be
     taken by the Borrower or any of its Subsidiaries to modify current
     operations in a manner that could reasonably be expected to subject the
     Borrower or any of its Subsidiaries to any material additional obligations
     or requirements under any Environmental Laws; and

          (v) Other Information. With reasonable promptness, such other
     documents and information as from time to time may be reasonably requested
     by the Administrative Agent in relation to any matters disclosed pursuant
     to this Section.

     Section 5.8 Hazardous Materials Activities; Environmental
Claims/Violations.

     (a) Remedial Actions Relating to Hazardous Materials Activities. The
Borrower shall, to the extent required by applicable law and orders of
Governmental authorities having jurisdiction, promptly undertake, and shall
cause each of its Subsidiaries promptly to undertake, any and all
investigations, studies, sampling, testing, abatement, cleanup, removal,
remediation or other response actions necessary to remove, remediate, clean up
or abate any Hazardous Materials Activity on, under or about any Facility that
is in violation of any Environmental Laws. In the event the Borrower or any of
its Subsidiaries undertakes any such action with respect to any Hazardous
Materials, the Borrower or such Subsidiary shall conduct and complete such
action in compliance with all applicable Environmental Laws and in accordance
with the policies, orders and directives of all federal, state and local
Governmental Authorities except when, and only to the extent that, the
Borrower's or such Subsidiary's liability with respect to such Hazardous
Materials Activity is being contested in good faith by the Borrower or such
Subsidiary.

     (b) Actions with Respect to Environmental Claims and Violations of
Environmental Laws. The Borrower shall promptly take, and shall cause each of
its Subsidiaries promptly to take, any and all actions necessary to (i) cure any
material violation of applicable Environmental Laws by the Borrower or its
Subsidiaries except when, and only to the extent that, the Borrower's or such
Subsidiary's liability with respect to such Hazardous Materials Activity is
being contested in good faith by the Borrower or such Subsidiary and (ii) make
an appropriate response to any Environmental Claim against the Borrower or any
of its Subsidiaries and discharge any obligations it may have to any Person
thereunder.

                                                                              77

<PAGE>

     Section 5.9 Additional Guarantors.

     The Credit Parties will cause each of their Domestic Subsidiaries, whether
newly formed, after acquired or otherwise existing, to promptly (and in any
event within 30 days (or such longer period of time as agreed to by the
Administrative Agent) after its formation or acquisition) become a Guarantor
hereunder by way of execution of a Joinder Agreement. The guaranty obligations
of any such Additional Credit Party shall be secured by, among other things, the
Collateral (subject to prohibitions on the granting of security interests
imposed by state gaming laws and regulations with regard to any gaming license
and related assets used by the Credit Parties) of the Additional Credit Party
and a pledge of 100% of the Capital Stock or other equity interest of its
Domestic Subsidiaries and a pledge by the Borrower or other Credit Party which
is the owner of the Capital Stock or other equity interest in such Subsidiary of
100% of such Capital Stock or other equity interest. The Credit Parties shall
deliver to the Administrative Agent, together with a Joinder Agreement, (a)
certified copies of such Additional Credit Party's Certificate or Articles of
Incorporation, together with a good standing certificate from the Secretary of
State of the jurisdiction of its incorporation and each other state in which
such Person is qualified as a foreign corporation to do business and, to the
extent generally available, a certificate or other evidence of good standing as
to payment of any applicable franchise or similar taxes from the appropriate
taxing authority of each of such jurisdictions, each to be dated a recent date
prior to their delivery to the Administrative Agent, (b) a copy of such
Additional Credit Party's Bylaws, certified to be in full force and effect by
its corporate secretary or an assistant secretary as of a recent date prior to
their delivery to the Administrative Agent, (c) a certificate executed by the
secretary or an assistant secretary of such Additional Credit Party as to (i)
the fact that the attached resolutions of the Board of Directors of such
Additional Credit Party approving and authorizing the execution, delivery and
performance of the Joinder Agreement are in full force and effect and have not
been modified or amended and (ii) the incumbency and signatures of the officers
of such Additional Credit Party executing such Joinder Agreement, and (d) an
opinion of counsel to such Additional Credit Party, in form and substance
satisfactory to the Administrative Agent and its counsel, as to (i) the due
organization and good standing of such Additional Credit Party, (ii) the due
authorization, execution and delivery by such Additional Credit Party of such
Joinder Agreement, (iii) the enforceability of such Joinder Agreement against
such Additional Credit Party, and (iv) such other matters (including matters
relating to the creation and perfection of Liens in any Collateral pursuant to
such Joinder Agreement and the Security Documents) as the Administrative Agent
may reasonably request, all of the foregoing to be satisfactory in form and
substance to the Administrative Agent and its counsel.

     Section 5.10 Pledged Assets.

     Each Credit Party will, and will cause each of its Subsidiaries to, grant a
First Priority Lien (subject in each case to Permitted Liens) in favor of the
Administrative Agent in its real and personal property pursuant to the terms and
conditions of the Security Documents or such other security documents as the
Administrative Agent shall reasonably request, provided, no Lien shall be
granted by any Credit Party in favor of the Administrative Agent (a) if any such
security interest is prohibited by applicable state gaming laws and regulations
with regard to any gaming license and related assets used by such Credit Party
or (b) on any leasehold interest held by a

                                                                              78

<PAGE>

Credit Party in any leased store property. Each Credit Party shall, and shall
cause each of its Subsidiaries to, adhere to the covenants regarding personal
property as set forth in the Security Documents.

     Section 5.11 Matters Relating to Additional Real Property Collateral.

     (a) Additional Real Property Collateral. From and after the Closing Date,
in the event that (i) the Borrower or any Guarantor acquires any fee interest in
real property or (ii) at the time any Person becomes a Guarantor, such Person
owns or holds any fee interest in real property, in either case excluding (x)
any such Real Property Asset the encumbrancing of which requires the consent of
any applicable then-existing senior lienholder, where the Borrower and its
Subsidiaries are unable to obtain such senior lienholder's consent or (y) so
long as no Event of Default shall have occurred and be continuing, any such Real
Property Asset that the Borrower or such Guarantor intends to sell and lease
back in accordance with Section 6.8 within 270 days of the date of acquisition
of such Real Property Asset or the date such Person becomes a Guarantor, as the
case may be (any such non-excluded Real Property Asset described in the
foregoing clauses (i) or (ii) being an "Additional Mortgaged Property"), the
Borrower will promptly notify the Administrative Agent of that fact and the
Borrower or such Guarantor shall deliver to the Administrative Agent, within 30
days after such Person acquires such Additional Mortgaged Property or becomes a
Guarantor (or such longer period of time as agreed to by the Administrative
Agent) or, in the case of any such Real Property Asset which was excluded from
being an Additional Mortgaged Property pursuant to clause (y) above, and which
was not sold and leased back within the applicable 270-day period, within 30
days of the expiration of such 270-day period, as the case may be, the
following:

          (A) Additional Mortgage. A fully executed and notarized Mortgage (an
     "Additional Mortgage"), duly recorded in all appropriate places in all
     applicable jurisdictions, encumbering the interest of such Credit Party in
     such Additional Mortgaged Property;

          (B) Opinions of Counsel. Unless otherwise approved by the
     Administrative Agent, with respect to each Additional Mortgaged Property
     with a fair market value of $2,500,000 or more or which Additional
     Mortgaged Property is located in a jurisdiction as to which the
     Administrative Agent, the Lenders or their predecessors under the Existing
     Credit Agreement have not previously received an opinion as to the
     enforceability of the form of Mortgage to be executed with respect to such
     Mortgaged Property (1) a favorable opinion of counsel to such Credit Party,
     in form and substance satisfactory to the Administrative Agent and its
     counsel, as to the due authorization, execution and delivery by such Credit
     Party of such Additional Mortgage and such other matters as the
     Administrative Agent may reasonably request, and (2) an opinion of counsel
     (which counsel shall be reasonably satisfactory to the Administrative
     Agent) in the state in which such Additional Mortgaged Property is located
     with respect to the enforceability of the form of Additional Mortgage to be
     recorded in such states and such other matters (including any matters
     governed by the laws of such state regarding personal property security
     interests in respect of any Collateral) as the Administrative

                                                                              79

<PAGE>

     Agent may reasonably request, in each case in form and substance reasonably
     satisfactory to the Administrative Agent;

          (C) Title Insurance. Unless otherwise approved by the Administrative
     Agent, with respect to each Additional Mortgaged Property with a fair
     market value of $2,500,000 or more or if any Credit Party is purchasing
     title insurance or is otherwise being provided with title insurance with
     respect to such Additional Mortgaged Property, an ALTA mortgagee title
     insurance policy or an unconditional commitment therefor (an "Additional
     Mortgage Policy") with respect to such Additional Mortgaged Property, in an
     amount satisfactory to the Administrative Agent, insuring fee simple title
     to such Additional Mortgaged Property vested in such Credit Party and
     assuring the Administrative Agent that such Additional Mortgage creates a
     valid and enforceable First Priority mortgage Lien on such Additional
     Mortgaged Property, subject only to a standard survey exception, which
     Additional Mortgage Policy (1) shall include an endorsement for mechanics'
     liens, for future advances under this Agreement and for any other matters
     reasonably requested by the Administrative Agent and (2) shall provide for
     affirmative insurance and such reinsurance as the Administrative Agent may
     reasonably request, all of the foregoing in form and substance reasonably
     satisfactory to the Administrative Agent;

          (D) Title Report. Unless otherwise approved by the Administrative
     Agent, a title report issued by a title company with respect thereto, in
     form and substance satisfactory to the Administrative Agent, and copies of
     all recorded documents listed as exceptions to title or otherwise referred
     to in such title report;

          (E) Matters Relating to Flood Hazard Properties. (1) Evidence, which
     may be in the form of a letter from an insurance broker or a municipal
     engineer, as to (x) whether such Additional Mortgaged Property is a Flood
     Hazard Property and (y) if so, whether the community in which such Flood
     Hazard Property is located is participating in the National Flood Insurance
     Program, (2) if such Additional Mortgaged Property is a Flood Hazard
     Property, such Credit Party's written acknowledgement of receipt of written
     notification from the Administrative Agent (x) that such Additional
     Mortgaged Property is a Flood Hazard Property and (y) as to whether the
     community in which such Flood Hazard Property is located is participating
     in the National Flood Insurance Program, and (3) in the event such
     Additional Mortgaged Property is a Flood Hazard Property that is located in
     a community that participates in the National Flood Insurance Program,
     evidence that the Borrower has obtained flood insurance in respect of such
     Flood Hazard Property to the extent required under the applicable
     regulations of the Board of Governors of the Federal Reserve System; and

          (F) Environmental Audit. Unless otherwise approved by the
     Administrative Agent, reports and other information, in form, scope and
     substance satisfactory to the Administrative Agent, concerning any
     environmental hazards or liabilities to which the Borrower or any of its
     Subsidiaries may be subject with respect to such Additional Mortgaged
     Property.

                                                                              80

<PAGE>

     (b) Florida Real Property. In the event that the real property securing the
Credit Party Obligations located in the State of Florida increases in value
after the Closing Date by an amount that the Administrative Agent in the
exercise of its reasonable discretion deems to be material, then the Borrower
hereby agrees upon request by the Administrative Agent to amend the Mortgages on
the Florida real property to reflect such increase in value and to pay any
recording or other real property taxes or fees arising as a result of such
increased value and the recording of such amendments.

     Section 5.12 Interest Rate Protection.

     At all times after the date which is 90 days after the Closing Date, the
Borrower shall maintain in effect one or more Hedging Agreements with respect to
the Loans, in an aggregate notional principal amount of not less than 50% of the
Term Loans borrowed or outstanding on the Closing Date, each such Hedging
Agreement to be in form and substance satisfactory to the Administrative Agent
and with a term of not less than three years after the Closing Date.

     Section 5.13 Use of Proceeds.

     The proceeds of the Extensions of Credit shall be used solely by the
Borrower as follows:

     (a) with respect to the Loans, to (i) refinance certain existing
indebtedness of the Borrower, (ii) pay fees and expenses in connection with the
Credit Documents and (iii) provide for working capital and other general
corporate purposes of the Borrower and its Subsidiaries.

     (b) the Letters of Credit shall be used only for or in connection with
appeal bonds, reimbursement obligations arising in connection with surety and
reclamation bonds, reinsurance, domestic or international trade transactions and
obligations not otherwise aforementioned relating to transactions entered into
by the applicable account party in the ordinary course of business.

     Section 5.14 Post-Closing Covenants.

     (a) Mortgages. Within 60 days after the Closing Date (or such extended
period of time as agreed to by the Administrative Agent), the Administrative
Agent shall have received, in form and substance satisfactory to the
Administrative Agent, a fully executed and notarized Mortgage (with an
appropriate legal description attached) for each real property owned by the
Credit Parties (other than certain real properties that are excluded with the
consent of the Administrative Agent) with respect to which the Administrative
Agent has not previously received a Mortgage.

     (b) UCC Terminations. Within 90 days after the Closing Date (or such
extended period of time as agreed to by the Administrative Agent), the
Administrative Agent shall have received copies of Uniform Commercial Code
termination statements with respect to all Uniform Commercial Code filings
naming a Credit Party as debtor and Voicestream Wireless Corp. as secured party.

                                                                              81

<PAGE>

     Section 5.15 Further Assurances.

     Upon the request of the Administrative Agent promptly perform or cause to
be performed any and all acts and execute or cause to be executed any and all
documents for filing under the provisions of the Uniform Commercial Code or any
other Requirement of Law which are necessary or advisable to maintain in favor
of the Administrative Agent, for the benefit of the Lenders, Liens on the
Collateral that are duly perfected in accordance with all applicable
Requirements of Law.

                                   ARTICLE VI

                               NEGATIVE COVENANTS

     The Credit Parties hereby covenant and agree that on the Closing Date, and
thereafter for so long as this Credit Agreement is in effect and until the
Commitments have terminated, no Note remains outstanding and unpaid and the
Credit Party Obligations (except for inchoate indemnification and reimbursement
obligations) together with interest, Commitment Fees and all other amounts owing
to the Administrative Agent or any Lender hereunder and under the other Credit
Documents, are paid in full, the Credit Parties and their Subsidiaries shall be
subject to the restrictions set forth in this Article VI.

     Section 6.1 Indebtedness.

     The Borrower shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly, create, incur, assume or guaranty, or otherwise become
or remain directly or indirectly liable with respect to, any Indebtedness,
except:

     (a) the Credit Parties may become and remain liable with respect to the
Credit Party Obligations;

     (b) the Borrower and its Subsidiaries may become and remain liable with
respect to Contingent Obligations permitted by Section 6.4 and, upon any matured
obligations actually arising pursuant thereto, the Indebtedness corresponding to
the Contingent Obligations so extinguished;

     (c) the Borrower and its Subsidiaries may become and remain liable with
respect to Indebtedness in respect of Capital Leases and Indebtedness incurred
in the ordinary course of business to finance the cost of acquisition or the
cost of construction, improvement or remodeling of an asset used in the business
of the Borrower and its Subsidiaries; provided that (i) the principal amount of
such Indebtedness does not exceed the sum of 100% of such cost of acquisition
plus the reasonable fees and expenses incurred in connection therewith, (ii) any
lien or encumbrance securing such Indebtedness is placed on such asset not more
than 90 days after its acquisition or the completion of construction,
improvement or remodeling, as the case may be; and (iii) the aggregate amount of
Indebtedness in respect of such Capital Leases and other Indebtedness does not
exceed $35,000,000 at any time outstanding;

                                                                              82

<PAGE>

     (d) the Borrower may become and remain liable with respect to Indebtedness
to any Guarantor, and any Guarantor may become and remain liable with respect to
Indebtedness to the Borrower or any other Guarantor; provided that (i) all such
intercompany Indebtedness shall be evidenced by promissory notes and such
promissory notes shall be delivered to the Administrative Agent together with
such allonges or endorsements as the Administrative Agent may require, (ii) all
such intercompany Indebtedness owed by the Borrower to any of the Guarantors
shall be subordinated in right of payment to the payment in full of the Credit
Party Obligations pursuant to the terms of the applicable promissory notes or an
intercompany subordination agreement, (iii) any payment by any Guarantor under
the Guaranty shall result in a pro tanto reduction of the amount of any
intercompany Indebtedness owed by such Guarantor to the Borrower or to any other
Guarantor for whose benefit such payment is made and (iv) notwithstanding any
other term in this Section 6.1 or in any other Section of the Credit Agreement
to the contrary, the amount of intercompany Indebtedness owed to R&H Maxxon,
Inc. and Kangaroo, Inc. and incurred by the Borrower and the other Guarantors
(if any) after the Closing Date, when combined with the amount of Investments in
R&H Maxxon, Inc. and Kangaroo, Inc. made pursuant to Section 6.3(b), shall not
exceed $100,000 at any time outstanding;

     (e) the Borrower and its Subsidiaries, as applicable, may remain liable
with respect to Indebtedness described in Schedule 6.1 annexed hereto and
renewals, refinancings or extensions thereof in a principal amount not in excess
of that outstanding as of the Closing Date and as the date of such renewal,
refinancing or extension;

     (f) the Borrower may remain liable with respect to Indebtedness under the
Senior Subordinated Notes and renewals, refinancings or extensions thereof on
terms similar to the Senior Subordinated Notes and otherwise acceptable to the
Administrative Agent;

     (g) the Borrower may become and remain liable with respect to unsecured
subordinated indebtedness in an amount not to exceed $50,000,000, provided that
(i) the terms and conditions of such subordinated indebtedness shall be the same
as those of the Senior Subordinated Notes or as is otherwise approved by the
Required Lenders and (ii) after giving effect to the incurrence of such
Indebtedness and the application of the proceeds thereof, the Borrower is in pro
forma compliance with Section 6.6 and no Event of Default has occurred and is
continuing or would otherwise arise as a result of the incurrence of the
Indebtedness; and

     (h) the Borrower and its Subsidiaries may become and remain liable with
respect to other Indebtedness in an aggregate principal amount not to exceed
$10,000,000 at any time outstanding.

     Section 6.2 Liens and Related Matters.

     (a) Prohibition on Liens. The Borrower shall not, and shall not permit any
of its Subsidiaries to, directly or indirectly, create, incur, assume or permit
to exist any Lien on or with respect to any property or asset of any kind
(including any document or instrument in respect of goods or accounts
receivable) of the Borrower or any of its Subsidiaries, whether now owned or

                                                                              83

<PAGE>

hereafter acquired, or any income or profits therefrom, or file or permit the
filing of, or permit to remain in effect, any financing statement or other
similar notice of any Lien with respect to any such property, asset, income or
profits under the Uniform Commercial Code of any State or under any similar
recording or notice statute, except the following Liens shall be permitted (the
"Permitted Liens"):

          (i) Permitted Encumbrances;

          (ii) Liens granted pursuant to the Security Documents;

          (iii) Liens existing as of the Closing Date and described in Schedule
     6.2 annexed hereto; provided that (A) no such Lien shall at any time be
     extended to cover property or assets other than the property or assets
     subject thereto on the Closing Date and (B) the principal amount of the
     Indebtedness secured by such Liens shall not be increased, extended,
     renewed, refunded or refinanced except as permitted pursuant to the terms
     of Section 6.1;

          (iv) purchase money Liens securing Indebtedness (and refinancings
     thereof) permitted under Section 6.1(c);

          (v) Cash collateral securing letters of credit (other than Letters of
     Credit issued hereunder) in an amount not to exceed $40,000,000; and

          (vi) other Liens securing Indebtedness in an aggregate amount not to
     exceed $5,000,000 at any time outstanding.

     (b) Equitable Lien in Favor of the Lenders. If the Borrower or any of its
Subsidiaries shall create or assume any Lien upon any of its properties or
assets, whether now owned or hereafter acquired, other than Permitted Liens, it
shall make or cause to be made effective provision whereby the Credit Party
Obligations will be secured by such Lien equally and ratably with any and all
other Indebtedness secured thereby as long as any such Indebtedness shall be so
secured; provided that, notwithstanding the foregoing, this covenant shall not
be construed as a consent by the Required Lenders to the creation or assumption
of any such Lien that is not a Permitted Lien.

     (c) No Further Negative Pledges. Except with respect to (i) specific
property encumbered to secure Indebtedness permitted pursuant to the terms of
Section 6.1(c) or to be sold pursuant to an executed agreement with respect to
an asset sale permitted pursuant to the terms of Section 6.7, or (ii) subject to
compliance with Section 6.12, prohibitions on Liens imposed by the gaming laws
and regulations of the state of South Carolina with regard to Global
Communications, Inc.'s gaming license and assets related to its video poker and
lottery ticket sales activities in that state, or restrictions imposed by gaming
laws or regulations in other jurisdictions as such laws or regulations affect
the Borrower's or its Subsidiaries' assets used in their video poker and lottery
ticket sales activities, neither the Borrower nor any of its Subsidiaries shall
enter into any agreement (other than the Senior Subordinated Note Indenture or
any other agreement prohibiting only the creation of Liens securing Subordinated

                                                                              84

<PAGE>

Indebtedness) prohibiting the creation or assumption of any Lien upon any of its
properties or assets, whether now owned or hereafter acquired.

     (d) No Restrictions on Subsidiary Distributions to the Borrower or Other
Subsidiaries. Except as provided herein, the Borrower will not, and will not
permit any of its Subsidiaries to, create or otherwise cause or suffer to exist
or become effective any consensual encumbrance or restriction of any kind on the
ability of any such Subsidiary to (i) pay dividends or make any other
distributions on any of such Subsidiary's Capital Stock owned by the Borrower or
any other Subsidiary of the Borrower, (ii) repay or prepay any Indebtedness owed
by such Subsidiary to the Borrower or any other Subsidiary of the Borrower,
(iii) make loans or advances to the Borrower or any other Subsidiary of the
Borrower, or (iv) transfer any of its property or assets to the Borrower or any
other Subsidiary of the Borrower; provided that the foregoing clause (iv) shall
not apply to (A) 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, (B)
arising by virtue of any agreement, option or right with respect to the sale or
transfer of any asset permitted by Section 6.7 and (C) customary provisions in
leases, licenses or other contracts restricting the assignment, subletting or
sublicensing or transfer thereof.

     Section 6.3 Investments; Joint Ventures.

     The Borrower shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly, make, own or hold any Investment in any Person,
including any Joint Venture, except the following Investments shall be permitted
(the "Permitted Investments"):

     (a) the Borrower and its Subsidiaries may make and own Investments in Cash
Equivalents;

     (b) the Borrower and its Subsidiaries may continue to own the Investments
owned by them as of the Closing Date, and may make additional Investments, in
any Subsidiaries of the Borrower; provided that, notwithstanding any term in
this Section 6.3 or in any other Section of this Credit Agreement to the
contrary, Investments in R&H Maxxon, Inc. and Kangaroo, Inc. made by the
Borrower and the other Guarantors (if any) after the Closing Date, when combined
with the amount of outstanding intercompany Indebtedness owed to R&H Maxxon,
Inc. and Kangaroo, Inc. pursuant to Section 6.1(d), shall not exceed $100,000 at
any time outstanding;

     (c) the Borrower and its Subsidiaries may make intercompany loans permitted
under subsection 6.1(d);

     (d) the Borrower and its Subsidiaries may make Consolidated Capital
Expenditures permitted by Section 6.6(d);

     (e) the Borrower and its Subsidiaries may make and own Investments in
connection with Permitted Acquisitions made in accordance with Section 6.7(e);
provided that such Investments shall at all times be Subsidiaries of the
Borrower;

                                                                              85

<PAGE>

     (f) the Borrower and its Subsidiaries may continue to own the Investments
owned by them and described in Schedule 6.3 annexed hereto;

     (g) the Borrower or any of its Subsidiaries may make loans to their
employees for the purpose of purchasing Capital Stock of the Borrower; provided
that the aggregate amount of such loans shall not exceed $1,000,000 at any time
outstanding;

     (h) the Credit Parties may enter into Hedging Agreements relating to the
Loans hereunder and other Hedging Agreements entered into in order to manage
existing or anticipated interest rate, exchange rate or commodity price risks in
the ordinary course of business and not for speculative purposes; and

     (i) the Borrower and its Subsidiaries may make and own other Investments in
an aggregate amount not to exceed at any time $1,000,000.

     Section 6.4 Contingent Obligations.

     The Borrower shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly, create or become or remain liable with respect to any
Contingent Obligation, except:

     (a) Subsidiaries of the Borrower may become and remain liable with respect
to Contingent Obligations in respect of the Guaranty;

     (b) the Credit Parties may become and remain liable with respect to
Contingent Obligations in respect of Letters of Credit, surety bonds issued in
the ordinary course that are required by applicable law or regulation and
Hedging Agreements permitted pursuant to Section 6.3(h);

     (c) the Borrower and its Subsidiaries may become and remain liable with
respect to Contingent Obligations in respect of customary indemnification and
purchase price adjustment obligations incurred in connection with asset sales
permitted pursuant to Section 6.7;

     (d) the Borrower and its Subsidiaries may become and remain liable with
respect to Contingent Obligations under guarantees in the ordinary course of
business of the obligations of suppliers, customers, franchisees and licensees
of the Borrower and its Subsidiaries in an aggregate amount not to exceed at any
time $5,000,000;

     (e) the Borrower and its Subsidiaries, as applicable, may remain liable
with respect to Contingent Obligations described in Schedule 6.4 annexed hereto;

     (f) Guarantors may become and remain liable with respect to Contingent
Obligations arising under guaranties of the Senior Subordinated Notes as set
forth in and to the extent required under the Senior Subordinated Note Indenture
as in effect on the Closing Date;

     (g) the Borrower may become and remain liable with respect to Contingent
Obligations under guarantees in respect of Capital Leases and Operating Leases
permitted

                                                                              86

<PAGE>

hereunder that are entered into by the Borrower's Subsidiaries in the ordinary
course of business or under guarantees in respect of obligations of the
Borrower's Subsidiaries (other than Indebtedness for borrowed money) permitted
hereunder that are incurred in the ordinary course of business; and

     (h) the Borrower and its Subsidiaries may become and remain liable with
respect to other Contingent Obligations; provided that the maximum aggregate
liability, contingent or otherwise, of the Borrower and its Subsidiaries in
respect of all such Contingent Obligations shall at no time exceed $10,000,000.

     Section 6.5 Restricted Junior Payments.

     The Borrower shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly, declare, order, pay, make or set apart any sum for any
Restricted Junior Payment; provided that (a) the Borrower may make regularly
scheduled payments of interest in respect of the Senior Subordinated Notes and
of any Subordinated Indebtedness issued in accordance with Section 6.1(f) hereof
in accordance with the terms of, and only to the extent required by, and subject
to the subordination provisions contained in, the Senior Subordinated Indenture
or the indenture pursuant to which such other Subordinated Indebtedness is
issued, as the case may be, in each case, as such indenture may be amended from
time to time to the extent permitted under Section 6.13(b), and (b) the Borrower
may make Restricted Junior Payments pursuant to and in accordance with stock
option plans, stock purchase plans or other benefit plans for management or
employees of the Borrower or any Subsidiary including the redemption or purchase
of shares of common stock of the Borrower held by former employees of the
Borrower or any Subsidiary following the termination of their employment, in an
amount not to exceed $500,000 (plus any amounts received by the Borrower after
the Closing Date and prior to making such Restricted Junior Payment from the
issuance of additional shares of its common stock to members of management or
employees of the Borrower and its Subsidiaries).

     Section 6.6 Financial Covenants.

     Commencing on the day immediately following the Closing Date, the Credit
Parties shall, and shall cause their Subsidiaries to, comply with the following
financial covenants:

     (a) Consolidated Pro Forma Leverage Ratio. The Consolidated Pro Forma
Leverage Ratio, as of the last day of each Fiscal Quarter of the Borrower
occurring during the periods indicated below, shall be less than or equal to the
following:

               Period                          Ratio
----------------------------------------   ------------
 Closing Date through December 26, 2003    5.00 to 1.00
December 27, 2003 through June 24, 2004    4.75 to 1.00
  June 25, 2004 through March 31, 2005     4.50 to 1.00
April 1, 2005 through December 29, 2005    4.25 to 1.00
December 30, 2005 through March 30, 2006   4.00 to 1.00
     March 31, 2006 and thereafter         3.75 to 1.00

                                                                              87

<PAGE>

     (b) Consolidated Fixed Charge Coverage Ratio. The Consolidated Fixed Charge
Coverage Ratio, as of the last day of each Fiscal Quarter of the Borrower, shall
be greater than or equal to 1.00 to 1.00.

     (c) Consolidated Pro Forma EBITDA. As of the last day of each Fiscal
Quarter of the Borrower occurring during the periods indicated below,
Consolidated Pro Forma EBITDA for the four Fiscal Quarters ending on such date
shall be greater than or equal to the amount indicated below:

         Fiscal Quarter Ending                 Amount
----------------------------------------   ------------
  Closing Date through March 25, 2004      $100,000,000
March 26, 2004 through December 30, 2004   $105,000,000
    December 31, 2004 and thereafter       $110,000,000

     (d) Consolidated Capital Expenditures. Consolidated Capital Expenditures
made during any Fiscal Year of the Borrower shall be less than or equal to
$37,500,000; provided that the foregoing limit shall be increased by the unused
amount (the "Carry Forward") available for Consolidated Capital Expenditures
under this Section 6.6(d) for the immediately preceding Fiscal Year (excluding
any Carry Forward available from any prior Fiscal Year), such Carry Forward not
to exceed $9,375,000 for any Fiscal Year.

     Section 6.7 Restriction on Fundamental Changes, Asset Sales and
Acquisitions.

     The Borrower shall not, and shall not permit any of its Subsidiaries to,
alter the corporate, capital or legal structure of the Borrower or any of its
Subsidiaries, or enter into any transaction of merger or consolidation, or
liquidate, wind-up or dissolve itself (or suffer any liquidation or
dissolution), or convey, sell, lease or sub-lease (as lessor or sublessor),
transfer or otherwise dispose of, in one transaction or a series of
transactions, all or any part of its business, property or assets, whether now
owned or hereafter acquired, or acquire by purchase or otherwise all or
substantially all the business, property or fixed assets of, or Capital Stock or
other evidence of beneficial ownership of, any Person or any division or line of
business of any Person, except:

     (a) so long as no Default or Event of Default shall have occurred and be
continuing or shall be caused thereby, (i) any Subsidiary of the Borrower may be
merged with or into the Borrower or any wholly-owned Guarantor, or be
liquidated, wound up or dissolved, or all or any part of its business, property
or assets may be conveyed, sold, leased, transferred or otherwise disposed of,
in one transaction or a series of transactions, to the Borrower or any
wholly-owned Guarantor and (ii) in connection with any Permitted Acquisition,
the Borrower or any Guarantor may merge into or consolidate with any other
Person or permit any other Person to merge into or consolidate with it; provided
that (A) if such merger involves the Borrower, the Borrower shall be the
continuing or surviving corporation and (B) if such a merger involves a
wholly-owned Guarantor, such wholly-owned Guarantor shall be the continuing or
surviving corporation or such continuing or surviving corporation shall be a
wholly-owned Subsidiary of the Borrower and shall comply with Sections 5.9, 5.10
and 5.11 hereof;

                                                                              88

<PAGE>

     (b) subject to Section 6.7(e), the Borrower and its Subsidiaries may make
Consolidated Capital Expenditures permitted under Section 6.6(d);

     (c) the Borrower and its Subsidiaries may sell inventory in the ordinary
course of business and dispose of obsolete, worn out or surplus property in the
ordinary course of business;

     (d) subject to Section 6.11, the Borrower and its Subsidiaries may make
asset sales not otherwise permitted by this Section 6.7 of (i) assets having a
fair market value not in excess of $20,000,000 and (ii) sale and leasebacks
permitted by Section 6.8; provided that (A) the consideration received for such
assets shall be in an amount at least equal to the fair market value thereof,
(B) at least 80% of the consideration received shall be Cash and (C) the Net
Cash Proceeds of such asset sales shall be applied as required by Section
2.8(b)(ii);

     (e) the Borrower or any Subsidiary of the Borrower may make non-hostile
acquisitions (each a "Permitted Acquisition") of assets and businesses
(including non-hostile acquisitions of the Capital Stock or other equity
interests of another Person); provided that:

          (i) immediately prior to and after giving effect to any such
     acquisition, the Borrower and its Subsidiaries shall be in compliance with
     the provisions of Section 6.12 hereof;

          (ii) such Person becomes a Subsidiary of the Borrower, or such
     business, property or other assets are acquired by the Borrower or a
     Subsidiary of the Borrower;

          (iii) prior to the consummation of such acquisition, the Borrower
     shall deliver to the Administrative Agent (A) an Officers' Certificate (1)
     certifying that no Default or Event of Default under this Agreement shall
     then exist or shall occur as a result of such acquisition and (2)
     demonstrating that after giving effect to such acquisition and to all
     Indebtedness to be incurred or assumed or repaid in connection with or as
     consideration for such acquisition, that the Borrower would be in pro forma
     compliance with the financial covenants referred to in Section 6.6 for the
     four consecutive Fiscal Quarter period ending immediately prior to the date
     of the proposed acquisition, (B) a copy of all environmental reports
     obtained in connection with such acquisition and a copy of the principal
     documents (e.g., purchase agreement, merger agreement) related to such
     acquisition, (C) a copy, prepared in conformity with GAAP, of financial
     statements of the Person or business so acquired for the immediately
     preceding four consecutive Fiscal Quarter period corresponding to the
     calculation period for the financial covenants in the immediately preceding
     clause (and, if an asset purchase, pro forma financial statements on a
     historical basis) and (D) such other information as the Administrative
     Agent may reasonably request;

          (iv) the Borrower shall, and shall cause its Subsidiaries to, comply
     with the requirements of Sections 5.9, 5.10 and 5.11 hereof with respect to
     such acquisitions; and

          (v) the aggregate consideration (other than consideration in the form
     of Capital Stock) paid by the Borrower and its Subsidiaries in connection
     with any such

                                                                              89

<PAGE>

     acquisition (including without limitation earn outs or deferred
     compensation or non-competition arrangements and the amount of Indebtedness
     and other liabilities assumed by the Borrower or any of its Subsidiaries)
     shall not exceed $20,000,000.

     (f) the Borrower may amend its Certificate of Incorporation to create and
issue classes or series of preferred stock pursuant thereto; provided that any
class or series of preferred stock issued under such authorized "blank check"
preferred stock shall not be Disqualified Capital Stock;

     (g) the Borrower may terminate any Hedging Agreement permitted pursuant to
Section 6.3(h); and

     (h) the Borrower and its Subsidiaries may make transfers of any of their
properties or assets to another Person in transactions in which 80% of the
consideration received by the transferor consists of properties or assets (other
than Cash) that will be used in the business of the transferor; provided that
(i) the aggregate fair market value (as determined in good faith by the board of
directors of the Borrower) of the property or assets being transferred by the
Borrower or such Subsidiary is not greater than the aggregate fair market value
(as determined in good faith by the board of directors of the Borrower) of the
property or assets received by the Borrower or such Subsidiary in such exchange,
(ii) the aggregate fair market value (as determined in good faith by the board
of directors of the Borrower) of all property or assets transferred by the
Borrower and any of its Subsidiaries in connection with such exchanges in any
Fiscal Year shall not exceed $20,000,000 and (iii) the terms of any such
transaction shall be reasonably satisfactory to the Administrative Agent.

     Section 6.8 Sales and Lease-Backs.

     The Borrower shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly, become or remain liable as lessee or as a guarantor or
other surety with respect to any lease, whether an Operating Lease or a Capital
Lease, of any property (whether real, personal or mixed), whether now owned or
hereafter acquired, (a) which the Borrower or any of its Subsidiaries has sold
or transferred or is to sell or transfer to any other Person (other than the
Borrower or any of its Subsidiaries) or (b) which the Borrower or any of its
Subsidiaries intends to use for substantially the same purpose as any other
property which has been or is to be sold or transferred by the Borrower or any
of its Subsidiaries to any Person (other than the Borrower or any of its
Subsidiaries) in connection with such lease; provided that (i) the Borrower and
its Subsidiaries may remain liable as lessee or as a guarantor or other surety
with respect to any lease entered into by the Borrower or any such Subsidiary
prior to the Closing Date and set forth on Schedule 6.8-1 annexed hereto and
(ii) to the extent such sale and lease-back transaction relates to properties or
assets owned by the Borrower or any of its Subsidiaries as of the Closing Date
and set forth on Schedule 6.8-2 or acquired by the Borrower or any of its
Subsidiaries after the Closing Date, the Borrower and its Subsidiaries may
become liable as lessee, guarantor or other surety with respect to new leases
that would otherwise be prohibited by this Section 6.8 to the extent that (A)
such lease, if a Capital Lease, is permitted pursuant to Section 6.1(c), (B) the
consideration received is at least equal to the fair market value of the
property sold as determined

                                                                              90

<PAGE>

in good faith by the Borrower's Board of Directors, (C) such sale and lease-back
transaction occurs within 270 days of the acquisition or completion of
construction, improvement or remodeling, as the case may be, of such property or
asset by the Borrower or any of its Subsidiaries; (D) the aggregate amount of
assets sold pursuant to all sales and lease-backs (excluding the properties
listed on Schedule 6.8-2) made after the Closing Date shall not exceed
$20,000,000 and (E) the Net Cash Proceeds derived from the sale and leaseback of
such sold properties or assets owned by the Borrower and its Subsidiaries shall
be applied in accordance with Section 2.8(b)(ii).

     Section 6.9 Sale or Discount of Receivables.

     The Borrower shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly, sell with recourse, or discount or otherwise sell for
less than the face value thereof, any of its notes or accounts receivable.

     Section 6.10 Transactions with Shareholders and Affiliates.

     The Borrower shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly, enter into or permit to exist any transaction (including
the purchase, sale, lease or exchange of any property or the rendering of any
service) with any holder of 5% or more of any class of Capital Stock of the
Borrower or with any Affiliate of the Borrower or of any such holder
(collectively "Related Persons") on terms that are less favorable to the
Borrower or that Subsidiary, as the case may be, than those that might be
obtained at the time in an arm's length transaction from Persons who are not
Related Persons; provided that the foregoing restriction shall not apply to (a)
any transaction between the Borrower and any of its wholly-owned Subsidiaries or
between any of its wholly-owned Subsidiaries, (b) reasonable and customary fees
paid to members of the Board of Directors of the Borrower, (c) Affiliate
Agreements relating to any services (including, without limitation, consulting,
management, broker or investment banking services) to be provided by Freeman
Spogli or any of its Affiliates to the Borrower or any of its Subsidiaries as in
effect on the Closing Date or as amended from time to time to the extent
permitted under Section 6.13, (d) compensation arrangements and benefit plans
for officers and other employees of the Borrower and its Subsidiaries entered
into or maintained or established in the ordinary course of business and in
accordance with historic practices of the Borrower and its Subsidiaries or (e)
any Investment made in accordance with Section 6.3.

     Section 6.11 Disposal of Subsidiary Capital Stock; Formation of New
Subsidiaries.

     (a) Disposal of Subsidiary Capital Stock. Except for any sale of 100% of
the Capital Stock of any of its Subsidiaries in compliance with the provisions
of Section 6.7(d), the Borrower shall not:

          (i) directly or indirectly sell, assign, pledge or otherwise encumber
     or dispose of any shares of Capital Stock of any of its Subsidiaries,
     except to qualify directors if required by applicable law; or

                                                                              91

<PAGE>

          (ii) permit any of its Subsidiaries directly or indirectly to sell,
     assign, pledge or otherwise encumber or dispose of any shares of Capital
     Stock of any of its Subsidiaries (including such Subsidiary), except to the
     Borrower, another Subsidiary of the Borrower, or to qualify directors if
     required by applicable law.

     (b) Formation of New Subsidiaries. The Borrower will not, nor will it
permit any Subsidiary to, create, form or acquire any Subsidiaries, except for
Domestic Subsidiaries which are joined as Additional Credit Parties in
accordance with the terms hereof.

     Section 6.12 Conduct of Business.

     From and after the Closing Date, the Borrower shall not, and shall not
permit any of its Subsidiaries to, engage in any business other than the
businesses engaged in by the Borrower and its Subsidiaries on the Closing Date
and similar or related businesses. The fair market value of the consolidated
assets utilized by the Borrower and its Subsidiaries in gaming activities and
the revenue derived by the Borrower and its Subsidiaries from gaming activities
shall not exceed an amount equal to 4% of the consolidated assets and 4% of the
consolidated revenues, respectively, of the Borrower and its Subsidiaries.

     Section 6.13 Restrictions on Certain Amendments; Senior Debt Status.

     (a) Amendments or Waivers of Certain Related Agreements. Neither the
Borrower nor any of its Subsidiaries will agree to any material amendment to, or
waive any of its material rights under, any Related Agreement (other than any
Related Agreement evidencing or governing any Subordinated Indebtedness) after
the Closing Date without in each case obtaining the prior written consent of
Required Lenders to such amendment or waiver.

     (b) Amendments of Documents Relating to Subordinated Indebtedness. The
Borrower shall not, and shall not permit any of its Subsidiaries to, amend or
otherwise change the terms of any Subordinated Indebtedness, or make any payment
consistent with an amendment thereof or change thereto, if the effect of such
amendment or change is to increase the interest rate on such Subordinated
Indebtedness, change (to earlier dates) any dates upon which payments of
principal or interest are due thereon, change any event of default or condition
to an event of default with respect thereto (other than to eliminate any such
event of default or increase any grace period related thereto), change the
redemption, prepayment or defeasance provisions thereof, change the
subordination provisions thereof (or of any guaranty thereof), or change any
collateral therefor (other than to release such collateral), or if the effect of
such amendment or change, together with all other amendments or changes made, is
to increase materially the obligations of the obligor thereunder or to confer
any additional rights on the holders of such Subordinated Indebtedness (or a
trustee or other representative on their behalf) which would be adverse to the
Borrower or the Lenders.

     (c) Designation of "Designated Senior Indebtedness". The Borrower shall not
designate any Indebtedness as "Designated Senior Indebtedness" (as defined in
the Senior Subordinated Note Indenture or the indenture pursuant to which any
Subordinated Indebtedness

                                                                              92

<PAGE>

permitted under Section 6.1(f) is issued) for purposes of the Senior
Subordinated Note Indenture or such other Indenture without the prior written
consent of Required Lenders.

     (d) Amendments to Organizational Documents. The Borrower shall not, and
shall not permit any of its Subsidiaries to, amend, modify or change its
certificate of incorporation, certificate of designation (or corporate charter
or other similar organizational document) operating agreement or bylaws (or
other similar document) in any respect that is materially adverse to the
interests of the Lenders.

     Section 6.14 Fiscal Year.

     No Credit Party shall change its Fiscal Year-end from the last Thursday in
September without the consent of the Administrative Agent.

     Section 6.15 Management Fees.

     The Borrower shall not, nor shall they permit any of its Subsidiaries,
directly or indirectly, to pay any management, consulting or similar fees to any
Affiliate or to any manager, director, officer or employee of the Borrower or
any of its Subsidiaries.

     Section 6.16 Letters of Credit.

     The maximum amount of all letters of credit issued (including Letters of
Credit issued hereunder) or bankers' acceptances facilities created for the
account of the Borrower and its Subsidiaries and, without duplication, all
drafts drawn thereunder (to the extent unreimbursed), shall not exceed
$50,000,000 in the aggregate at any one time.

                                   ARTICLE VII

                                EVENTS OF DEFAULT

     Section 7.1 Events of Default.

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

     (a) Payment Default. Failure by the Borrower to pay any installment of
principal of any Loan when due, whether at stated maturity, by acceleration, by
notice of voluntary prepayment, by mandatory prepayment or otherwise; failure by
the Borrower to pay when due any amount payable to the Issuing Lender in
reimbursement of any drawing under a Letter of Credit (it being understood that
the payment of such amount with the proceeds of Revolving Loans in accordance
with Section 2.4(d) hereof shall not be a failure by the Borrower to pay when
due such amount); or failure by the Borrower to pay any interest on any Loan or
any fee or any other amount due under this Agreement within five days after the
date due; or

                                                                              93

<PAGE>

     (b) Defaults in Other Agreements. (i) Failure of the Borrower or any of its
Subsidiaries to pay when due any principal of or interest on or any other amount
payable in respect of one or more items of Indebtedness (other than Indebtedness
referred to in Section 7.1(a)) or Contingent Obligations with an aggregate
principal amount of $5,000,000 or more, in each case beyond the end of any grace
period provided therefor; or (ii) breach or default by the Borrower or any of
its Subsidiaries with respect to any other material term of (A) one or more
items of Indebtedness or Contingent Obligations in the aggregate principal
amounts referred to in clause (i) above or (B) any loan agreement, mortgage,
indenture or other agreement relating to such item(s) of Indebtedness or
Contingent Obligation(s), if the effect of such breach or default is to cause,
or to permit the holder or holders of such Indebtedness or Contingent
Obligation(s) or the beneficiary or beneficiaries of such Indebtedness or
Contingent Obligation(s) (or a trustee or agent on behalf of such holder or
holders or beneficiary or beneficiaries) to cause, that Indebtedness or
Contingent Obligation(s) to become or be declared due and payable prior to its
stated maturity or the stated maturity of any underlying obligation, as the case
may be (upon the giving or receiving of notice, lapse of time, both, or
otherwise); or

     (c) Breach of Certain Covenants. Failure of the Borrower to perform or
comply with any term or condition contained in Sections 5.1(d), 5.1(i), 5.13 or
Article VI of this Agreement; or

     (d) Breach of Representation and Warranty. Any representation, warranty,
certification or other statement made by the Borrower or any of its Subsidiaries
in any Credit Document or in any statement or certificate at any time given by
the Borrower or any of its Subsidiaries in writing pursuant hereto or thereto or
in connection herewith or therewith shall be false or misleading in any material
respect on the date as of which made or deemed made; or

     (e) Other Defaults Under Credit Documents. Any Credit Party shall default
in the performance of or compliance with any term contained in this Agreement or
any of the other Credit Documents, other than any such term referred to in any
other subsections of this Section, and such default shall not have been remedied
or waived within 30 days after its occurrence; or

     (f) Involuntary Bankruptcy; Appointment of Receiver, Etc. (i) A court
having jurisdiction in the premises shall enter a decree or order for relief in
respect of the Borrower or any of its Subsidiaries in an involuntary case under
the Bankruptcy Code or under any other applicable bankruptcy, insolvency or
similar law now or hereafter in effect, which decree or order is not stayed; or
any other similar relief shall be granted under any applicable federal or state
law; or (ii) an involuntary case shall be commenced against the Borrower or any
of its Subsidiaries under the Bankruptcy Code or under any other applicable
bankruptcy, insolvency or similar law now or hereafter in effect; or a decree or
order of a court having jurisdiction in the premises for the appointment of a
receiver, liquidator, sequestrator, trustee, custodian or other officer having
similar powers over the Borrower or any of its Subsidiaries, or over all or a
substantial part of its property, shall have been entered; or (iii) there shall
have occurred the involuntary appointment of an interim receiver, trustee or
other custodian of the Borrower or any of its Subsidiaries for all or a
substantial part of its property; or a warrant of attachment, execution or
similar process shall have been issued against any substantial part of the
property of

                                                                              94

<PAGE>

the Borrower or any of its Subsidiaries, and any such event described in clause
(ii) or (iii) shall continue for 60 days unless dismissed, bonded or discharged;
or

     (g) Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) The Borrower or
any of its Subsidiaries shall have an order for relief entered with respect to
it or commence a voluntary case under the Bankruptcy Code or under any other
applicable bankruptcy, insolvency or similar law now or hereafter in effect, or
shall consent to the entry of an order for relief in an involuntary case, or to
the conversion of an involuntary case to a voluntary case, under any such law,
or shall consent to the appointment of or taking possession by a receiver,
trustee or other custodian for all or a substantial part of its property; or the
Borrower or any of its Subsidiaries shall make any assignment for the benefit of
creditors; or (ii) the Borrower or any of its Subsidiaries shall be unable, or
shall fail generally, or shall admit in writing its inability, to pay its debts
as such debts become due; or (iii) the Board of Directors of the Borrower or any
of its Subsidiaries (or any committee thereof) shall adopt any resolution or
otherwise authorize any action to approve any of the actions referred to in
clauses (i) or (ii) above; or

     (h) Judgments and Attachments. Any money judgment, writ or warrant of
attachment or similar process involving in the aggregate at any time an amount
in excess of $5,000,000 (not adequately covered by insurance as to which a
solvent and unaffiliated insurance company has acknowledged coverage) shall be
entered or filed against the Borrower or any of its Subsidiaries or any of their
respective assets and shall remain undischarged, unvacated, unbonded or unstayed
for a period of 60 days (or in any event later than five days prior to the date
of any proposed sale thereunder); or

     (i) Dissolution. Any order, judgment or decree shall be entered against the
Borrower or any of its Subsidiaries decreeing the dissolution or split up of the
Borrower or that Subsidiary and such order shall remain undischarged or unstayed
for a period in excess of 30 days; or

     (j) Employee Benefit Plans. There shall occur one or more ERISA Events
which individually or in the aggregate results in or might reasonably be
expected to result in liability of the Borrower, any of its Subsidiaries or any
of their respective ERISA Affiliates in excess of $1,000,000 during the term of
this Agreement; or there shall exist an amount of unfunded benefit liabilities
(as defined in Section 4001(a)(18) of ERISA), individually or in the aggregate
for all Pension Plans (excluding for purposes of such computation any Pension
Plans with respect to which assets exceed benefit liabilities), which exceeds
$1,000,000; or

     (k) Change in Control. (i) Any Person or group (within the meaning of Rule
13d-5 of the Exchange Act) other than the Permitted Holders shall beneficially
own, directly or indirectly, shares of Capital Stock of the Borrower
representing more than 30% of the aggregate ordinary voting power represented by
the issued and outstanding Capital Stock of the Borrower unless the Permitted
Holders beneficially own, directly or indirectly, a greater percentage than such
Person or group of the aggregate ordinary voting power represented by the issued
and outstanding Capital Stock of the Borrower; (ii) the Permitted Holders shall
fail to beneficially own, directly or indirectly, shares of Capital Stock of the
Borrower representing at least 35% of the aggregate ordinary voting power
represented by the issued and outstanding Capital Stock of the Borrower; (iii)
occupation of a majority of the seats (other than vacant seats) on the Board of

                                                                              95

<PAGE>

Directors of the Borrower by Persons who are not Continuing Directors; or (iv) a
"Change of Control" as defined in the Senior Subordinated Note Indenture or the
indenture pursuant to which any Subordinated Indebtedness permitted under
subsection 6.1(f) is issued shall have occurred; or

     (l) Invalidity of Guaranty; Failure of Security; Repudiation of Credit
Party Obligations. At any time after the execution and delivery thereof, (i) the
Guaranty for any reason, other than the satisfaction in full of all Credit Party
Obligations, shall cease to be in full force and effect (other than in
accordance with its terms) or shall be declared to be null and void, (ii) any
Security Document shall cease to be in full force and effect (other than by
reason of a release of Collateral thereunder in accordance with the terms hereof
or thereof, the satisfaction in full of the Credit Party Obligations or any
other termination of such Security Document in accordance with the terms hereof
or thereof) or shall be declared null and void, or the Administrative Agent
shall not have or shall cease to have a valid and perfected First Priority Lien
in any Collateral purported to be covered thereby, in each case for any reason
other than the failure of the Administrative Agent or any Lender to take any
action within its control, or (iii) any Credit Party shall contest the validity
or enforceability of any Credit Document in writing or deny in writing that it
has any further liability, including with respect to future advances by the
Lenders, under any Credit Document to which it is a party.

     Section 7.2 Acceleration; Remedies.

     Upon the occurrence of an Event of Default, then, and in any such event,
(a) if such event is an Event of Default specified in Section 7.1(f) or Section
7.1(g) above, automatically the Commitments shall immediately terminate and the
Loans (with accrued interest thereon) and all other amounts under the Credit
Documents (including without limitation the maximum amount of all contingent
liabilities under Letters of Credit) shall immediately become due and payable,
and (b) if such event is any other Event of Default, either or both of the
following actions may be taken: (i) with the written consent of the Required
Lenders, the Administrative Agent may, or upon the written request of the
Required Lenders, the Administrative Agent shall, by notice to the Borrower
declare the Commitments to be terminated forthwith, whereupon the Commitments
shall immediately terminate; and (ii) (x) the Administrative Agent may, or upon
the written request of the Required Lenders, the Administrative Agent shall, by
notice of default to the Borrower, declare the Loans (with accrued interest
thereon) and all other amounts owing under this Credit Agreement and the Notes
to be due and payable forthwith and (y) direct the Borrower to pay to the
Administrative Agent cash collateral as security for the LOC Obligations for
subsequent drawings under then outstanding Letters of Credit an amount equal to
the maximum amount of which may be drawn under Letters of Credit then
outstanding, whereupon the same shall immediately become due and payable. In
addition to the foregoing rights and remedies, upon the occurrence of an Event
of Default, the Administrative Agent and the Lenders shall have to right to
exercise any or all of their rights and remedies under the Credit Documents and
applicable law. Any amounts described in clause (b)(ii)(y) above, when received
by Administrative Agent, shall be held by Administrative Agent pursuant to the
terms of the Collateral Account Agreement.

                                                                              96

<PAGE>

                                  ARTICLE VIII

                                    THE AGENT

     Section 8.1 Appointment.

     Each Lender hereby designates and appoints Wachovia as the Administrative
Agent of such Lender under this Credit Agreement, and each such Lender
irrevocably authorizes Wachovia, as the Administrative Agent for such Lender, to
take such action on its behalf under the provisions of this Credit Agreement and
to exercise such powers and perform such duties as are expressly delegated to
the Administrative Agent by the terms of this Credit Agreement, together with
such other powers as are reasonably incidental thereto. Notwithstanding any
provision to the contrary elsewhere in this Credit Agreement, the Administrative
Agent shall not have any duties or responsibilities, except those expressly set
forth herein, or any fiduciary relationship with any Lender, and no implied
covenants, functions, responsibilities, duties, obligations or liabilities shall
be read into this Credit Agreement or otherwise exist against the Administrative
Agent.

     Section 8.2 Delegation of Duties.

     The Administrative Agent may execute any of its duties under this Credit
Agreement by or through agents or attorneys-in-fact and shall be entitled to
advice of counsel concerning all matters pertaining to such duties. The
Administrative Agent shall not be responsible for the negligence or misconduct
of any agents or attorneys-in-fact selected by it with reasonable care. Without
limiting the foregoing, the Administrative Agent may appoint one of its
Affiliates as its agent to perform its the functions of the Administrative Agent
hereunder relating to the advancing of funds to the Borrower and distribution of
funds to the Lenders and to perform such other related functions of the
Administrative Agent hereunder as are reasonably incidental to such functions.

     Section 8.3 Exculpatory Provisions.

     Neither the Administrative Agent nor any of its officers, directors,
employees, agents, attorneys-in-fact or Affiliates shall be (i) liable for any
action lawfully taken or omitted to be taken by it or such Person under or in
connection with this Credit Agreement (except for its or such Person's own gross
negligence or willful misconduct) or (ii) responsible in any manner to any of
the Lenders for any recitals, statements, representations or warranties made by
the Borrower or any officer thereof contained in this Credit Agreement or in any
certificate, report, statement or other document referred to or provided for in,
or received by the Administrative Agent under or in connection with, this Credit
Agreement or for the value, validity, effectiveness, genuineness, enforceability
or sufficiency of any of the Credit Documents or for any failure of the Borrower
to perform their obligations hereunder or thereunder. The Administrative Agent
shall not be under any obligation to any Lender to ascertain or to inquire as to
the observance or performance by the Borrower of any of the agreements contained
in, or

                                                                              97

<PAGE>

conditions of, this Credit Agreement, or to inspect the properties, books or
records of the Borrower.

     Section 8.4 Reliance by Administrative Agent.

     The Administrative Agent shall be entitled to rely, and shall be fully
protected in relying, upon any Note, writing, resolution, notice, consent,
certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype
message, statement, order or other document or conversation believed by it in
good faith to be genuine and correct and to have been signed, sent or made by
the proper Person or Persons and upon advice and statements of legal counsel
(including, without limitation, counsel to the Borrower), independent
accountants and other experts selected by the Administrative Agent. The
Administrative Agent may deem and treat the payee of any Note as the owner
thereof for all purposes unless (a) a written notice of assignment, negotiation
or transfer thereof shall have been filed with the Administrative Agent and (b)
the Administrative Agent shall have received the written agreement of such
assignee to be bound hereby as fully and to the same extent as if such assignee
were an original Lender party hereto, in each case in form satisfactory to the
Administrative Agent. The Administrative Agent shall be fully justified in
failing or refusing to take any action under this Credit Agreement unless it
shall first receive such advice or concurrence of the Required Lenders as it
deems appropriate or it shall first be indemnified to its satisfaction by the
Lenders against any and all liability and expense which may be incurred by it by
reason of taking or continuing to take any such action. The Administrative Agent
shall in all cases be fully protected by the Lenders in acting, or in refraining
from acting, under any of the Credit Documents in accordance with a request of
the Required Lenders or all of the Lenders, as may be required under this Credit
Agreement, and such request and any action taken or failure to act pursuant
thereto shall be binding upon all Lenders and all future holders of the Notes.

     Section 8.5 Notice of Default.

     The Administrative Agent shall not be deemed to have knowledge or notice of
the occurrence of any Default or Event of Default hereunder unless the
Administrative Agent has received notice from a Lender or the Borrower referring
to this Credit Agreement, describing such Default or Event of Default and
stating that such notice is a "notice of default". In the event that the
Administrative Agent receives such a notice, the Administrative Agent shall give
prompt notice thereof to the Lenders. The Administrative Agent shall take such
action with respect to such Default or Event of Default as shall be reasonably
directed by the Required Lenders; provided, however, that unless and until the
Administrative Agent shall have received such directions, the Administrative
Agent may (but shall not be obligated to) take such action, or refrain from
taking such action, with respect to such Default or Event of Default as it shall
deem advisable in the best interests of the Lenders except to the extent that
this Credit Agreement expressly requires that such action be taken, or not
taken, only with the consent or upon the authorization of the Required Lenders,
or all of the Lenders, as the case may be.

                                                                              98

<PAGE>

     Section 8.6 Non-Reliance on Administrative Agent and Other Lenders.

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

     Section 8.7 Indemnification.

     The Lenders agree to indemnify the Administrative Agent in its capacity
hereunder (to the extent not reimbursed by the Borrower and without limiting the
obligation of the Borrower to do so), ratably according to their respective
Commitment Percentages in effect on the date on which indemnification is sought
under this Section, from and against any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind whatsoever which may at any time (including, without
limitation, at any time following the payment of the Notes) be imposed on,
incurred by or asserted against the Administrative Agent in any way relating to
or arising out of any Credit Document or any documents contemplated by or
referred to herein or therein or the transactions contemplated hereby or thereby
or any action taken or omitted by the Administrative Agent under or in
connection with any of the foregoing; provided, however, that no Lender shall be
liable for the payment of any portion of such liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
to the extent resulting from the Administrative Agent's gross negligence or
willful misconduct, as determined by a court of competent jurisdiction. The
agreements in this Section shall survive the termination of this Credit
Agreement and payment of the Notes and all other amounts payable hereunder.

                                                                              99

<PAGE>

     Section 8.8 Administrative Agent in Its Individual Capacity.

     The Administrative Agent and its Affiliates may make loans to, accept
deposits from and generally engage in any kind of business with the Borrower as
though the Administrative Agent were not the Administrative Agent hereunder.
With respect to its Loans made or renewed by it and any Note issued to it, the
Administrative Agent shall have the same rights and powers under this Credit
Agreement as any Lender and may exercise the same as though it were not the
Administrative Agent, and the terms "Lender" and "Lenders" shall include the
Administrative Agent in its individual capacity.

     Section 8.9 Successor Administrative Agent.

     The Administrative Agent may resign as the Administrative Agent upon 30
days' prior notice to the Borrower and the Lenders. If the Administrative Agent
shall resign as the Administrative Agent under this Credit Agreement and the
Notes, then the Required Lenders shall appoint from among the Lenders a
successor agent for the Lenders, which successor agent shall be approved by the
Borrower with such approval not to be unreasonably withheld (provided, however
if an Event of Default shall exist at such time, no approval of the Borrower
shall be required hereunder), whereupon such successor agent shall succeed to
the rights, powers and duties of the Administrative Agent, and the term
"Administrative Agent" shall mean such successor agent effective upon such
appointment and approval, and the former Agent's rights, powers and duties as
the Administrative Agent shall be terminated, without any other or further act
or deed on the part of such former Administrative Agent or any of the parties to
this Credit Agreement or any holders of the Notes. After any retiring Agent's
resignation as the Administrative Agent, the provisions of this Section shall
inure to its benefit as to any actions taken or omitted to be taken by it while
it was the Administrative Agent under this Credit Agreement.

     Section 8.10 Nature of Duties.

     Except as otherwise expressly stated herein, any agent listed on the cover
page to this Agreement (other than the Administrative Agent) shall have no
obligations, responsibilities or duties under this Credit Agreement or under any
other Credit Document other than obligations, responsibilities and duties
applicable to all Lenders in their capacity as the Lenders; provided, however,
that any such agent shall be entitled to the same rights, protections,
exculpations, notices and indemnifications granted to the Administrative Agent
under this Article VIII in their capacity as an agent hereunder.

     Section 8.11 Security Documents.

     Each Lender hereby further authorizes Administrative Agent, on behalf of
and for the benefit of Lenders, to enter into each Security Document as secured
party and to be the agent for and representative of Lenders thereunder, and each
Lender agrees to be bound by the terms of each Security Documents; provided that
Administrative Agent shall not (a) enter into or consent to any amendment,
modification, termination or waiver of any provision contained in any Security
Document unless approved in accordance with the terms of Section 9.1 or (b)
release

                                                                             100

<PAGE>

any Collateral (except as otherwise expressly permitted or required pursuant to
the terms of this Agreement or the applicable Security Document), in each case
without the prior consent of the Required Lenders (or, if required pursuant to
Section 9.1, all Lenders); provided further, however, that, without further
written consent or authorization from the Lenders, the Administrative Agent may
execute any documents or instruments necessary to (i) release or subordinate any
Lien encumbering any item of Collateral that is the subject of a financing,
sale, sale and lease back or other disposition of assets permitted by this
Agreement or to which the Required Lenders have otherwise consented or (ii)
release any Guarantor from the Guaranty if all of the Capital Stock of such
Guarantor is sold to any Person (other than an Affiliate of the Borrower)
pursuant to a sale or other disposition to which the Required Lenders have
consented. Anything contained in any of the Credit Documents to the contrary
notwithstanding, the Borrower, the Administrative Agent and each Lender hereby
agree that no Lender shall have any right individually to realize upon any of
the Collateral under any Security Document or to enforce the Guaranty, it being
understood and agreed that all powers, rights and remedies under the Security
Documents and the Guaranty may be exercised solely by the Administrative Agent
for the benefit of Lenders in accordance with the terms thereof and hereof.

                                   ARTICLE IX

                                  MISCELLANEOUS

     Section 9.1 Amendments, Waivers and Release of Collateral.

     Neither this Credit Agreement, nor any of the Notes, nor any of the other
Credit Documents, nor any terms hereof or thereof may be amended, supplemented,
waived or modified except in accordance with the provisions of this Section nor
may the Collateral be released except as specifically provided herein or in the
Security Documents or in accordance with the provisions of this Section. The
Required Lenders may, or, with the written consent of the Required Lenders, the
Administrative Agent may, from time to time, (a) enter into with the Borrower
written amendments, supplements or modifications hereto and to the other Credit
Documents for the purpose of adding any provisions to this Credit Agreement or
the other Credit Documents or changing in any manner the rights of the Lenders
or of the Borrower hereunder or thereunder or (b) waive, on such terms and
conditions as the Required Lenders may specify in such instrument, any of the
requirements of this Credit Agreement or the other Credit Documents or any
Default or Event of Default and its consequences; provided, however, that no
such waiver and no such amendment, waiver, supplement, modification or release
shall:

          (i) without the written consent of each Lender directly affected
     thereby: (A) reduce or forgive the principal amount, or extend the
     scheduled date of payment or maturity, of any Loan or Note or any
     installment thereon; or (B) reduce the stated rate of or forgive any
     interest or fee payable hereunder (other than interest at the increased
     post-default rate) or extend or waive the scheduled date of any payment of
     interest or fee; or (C) provide for Interest Periods greater than six
     months; or (D) increase the amount or extend the expiration date of any
     Lender's Commitment, or

                                                                             101

<PAGE>

          (ii) amend, modify or waive any provision of this Section or change
     the percentage specified in the definition of Required Lenders without the
     written consent of each Lender directly affected thereby, or

          (iii) amend, modify or waive any provision of Section 2.13 or any
     other term with respect to the priority of any Loan or the pro rata
     treatment of payments without the written consent of each Lender directly
     affected thereby, or

          (iv) except as otherwise permitted by this Agreement, release all or
     substantially all of the Guarantors from their obligations under the
     Guaranty without the written consent of all of the Lenders, or

          (v) release all or substantially all of the Collateral without the
     written consent of all of the Lenders, or

          (vi) amend, modify or waive any provision of the Credit Documents
     requiring consent, approval or request of the Required Lenders or all
     Lenders, without the written consent of all of the Required Lenders or the
     Lenders as appropriate, or

          (vii) amend, modify or waive any provision of the Credit Documents
     affecting the rights or duties of the Administrative Agent (including
     Article VIII) or the Issuing Lender without the written consent of the
     Administrative Agent or the Issuing Lender, as applicable, in addition to
     the Lenders required herein to take such action, or

          (viii) without the consent of the Lenders holding in the aggregate
     more than 50% of the Revolving Commitments or, if the Revolving Commitments
     have been terminated, the outstanding Revolving Loans (in addition to the
     Lenders required herein to take such action), amend, modify or waive any
     term specific to the Revolving Loans (including, without limitation,
     Section 4.2), or

          (ix) without the consent of the Lenders holding in the aggregate more
     than 50% of the outstanding First Lien Term Loan (in addition to the
     Lenders required herein to take such action), amend, modify or waive any
     term specific to the First Lien Term Loan (including, without limitation,
     the provisions of Section 2.8 regarding the order of application of
     proceeds from a voluntary or mandatory prepayment), or

          (x) without the consent of the Lenders holding in the aggregate more
     than 50% of the outstanding Second Lien Term Loan (in addition to the
     Lenders required herein to take such action), amend, modify or waive any
     term specific to the Second Lien Term Loan.

     Any such waiver, any such amendment, supplement or modification and any
such release shall apply equally to each of the Lenders and shall be binding
upon the Borrower, the other Credit Parties, the Lenders, the Issuing Lender,
the Administrative Agent and all future holders of the Notes. In the case of any
waiver, the Borrower, the other Credit Parties, the Lenders, the Issuing Lender
and the Administrative Agent shall be restored to their former position and
rights

                                                                             102

<PAGE>

hereunder and under the outstanding Loans and Notes and other Credit Documents,
and any Default or Event of Default waived shall be deemed to be cured and not
continuing; but no such waiver shall extend to any subsequent or other Default
or Event of Default, or impair any right consequent thereon.

     Notwithstanding any of the foregoing to the contrary, the consent of the
Borrower shall not be required for any amendment, modification or waiver of the
provisions of Article VIII (other than the provisions of Section 8.9 and 8.11);
provided, however, that the Administrative Agent will provide written notice to
the Borrower of any such amendment, modification or waiver. In addition, the
Borrower and the Lenders hereby authorize the Administrative Agent to modify
this Credit Agreement by unilaterally amending or supplementing Schedule 2.1(a)
and Section 9.2 from time to time in the manner requested by the Borrower, the
Administrative Agent or any Lender in order to reflect any assignments or
transfers of the Loans as provided for hereunder; provided, however, that the
Administrative Agent shall promptly deliver a copy of any such modification to
the Borrower and each Lender.

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

     Section 9.2 Notices.

     Except as otherwise provided in Article II, all notices, requests and
demands to or upon the respective parties hereto to be effective shall be in
writing (including by telecopy), and, unless otherwise expressly provided
herein, shall be deemed to have been duly given or made (a) when delivered by
hand, (b) when transmitted via telecopy (or other facsimile device) to the
number set out herein, (c) the next Business Day following the day on which the
same has been delivered prepaid to a reputable national overnight air courier
service, or (d) the third Business Day following the day on which the same is
sent by certified or registered mail, postage prepaid, in each case, addressed
as follows in the case of the Borrower, the other Credit Parties and the
Administrative Agent, and as set forth on Schedule 9.2 in the case of the
Lenders, or to such other address as may be hereafter notified by the respective
parties hereto and any future holders of the Notes:

The Borrower and the
other Credit Parties:   The Pantry, Inc.
                        1801 Douglas Drive
                        Sanford, North Carolina
                        Attention: Chief Financial Officer
                        Telecopier: (919) 774-3329
                        Telephone:  (919) 774-6700

                                                                             103

<PAGE>

Administrative Agent:   Wachovia Bank, National Association,
                        as Administrative Agent
                        Charlotte Plaza
                        201 South College Street, CP-8
                        Charlotte, North Carolina 28288-0680
                        Attention: Roger Sherman
                        Telecopier: (704) 715-1880
                        Telephone:  (704) 383-0288

                        with a copy to:

                        Wachovia Bank, National Association
                        One Wachovia Center, TW-6
                        Charlotte, North Carolina 28288-0479
                        Attention:  Douglas Boothe
                        Telecopier: (704) 374-6537
                        Telephone:  (704) 383-0288

     Section 9.3 No Waiver; Cumulative Remedies.

     No failure to exercise and no delay in exercising, on the part of the
Administrative Agent or any Lender, any right, remedy, power or privilege
hereunder shall operate as a waiver thereof; nor shall any single or partial
exercise of any right, remedy, power or privilege hereunder preclude any other
or further exercise thereof or the exercise of any other right, remedy, power or
privilege. The rights, remedies, powers and privileges herein provided are
cumulative and not exclusive of any rights, remedies, powers and privileges
provided by law.

     Section 9.4 Survival of Representations and Warranties.

     All representations and warranties made hereunder and in any document,
certificate or statement delivered pursuant hereto or in connection herewith
shall survive the execution and delivery of this Credit Agreement and the Notes
and the making of the Loans, provided that all such representations and
warranties shall terminate on the date upon which the Commitments have been
terminated and all amounts owing hereunder and under any Notes have been paid in
full.

     Section 9.5 Payment of Expenses and Taxes.

     The Borrower agrees (a) to pay or reimburse the Administrative Agent for
all its reasonable out-of-pocket costs and expenses incurred in connection with
the development, preparation, negotiation, printing and execution of, and any
amendment, supplement or modification to, this Credit Agreement and the other
Credit Documents and any other documents prepared in connection herewith or
therewith, and the consummation and administration of the transactions
contemplated hereby and thereby, together with the reasonable fees and
disbursements of counsel to the Administrative Agent, (b) to pay or reimburse
the Administrative Agent and, after the occurrence of an Event of Default, the
Lenders for all costs and expenses

                                                                             104

<PAGE>

incurred in connection with the enforcement or preservation of any rights under
this Credit Agreement, the Notes and any such other documents, including,
without limitation, the reasonable fees and disbursements of counsel to the
Administrative Agent and to the Lenders (including reasonable allocated costs of
in-house legal counsel), and (c) on demand, to pay, indemnify, and hold each
Lender and the Administrative Agent harmless from, any and all recording and
filing fees and any and all liabilities with respect to, or resulting from any
delay in paying, stamp, excise and other similar taxes, if any, which may be
payable or determined to be payable in connection with the execution and
delivery of, or consummation or administration of any of the transactions
contemplated by, or any amendment, supplement or modification of, or any waiver
or consent under or in respect of, the Credit Documents and any such other
documents, and (d) to pay, indemnify, and hold each Lender and the
Administrative Agent and their respective Affiliates, parents, subsidiaries,
officers, directors, employees, agents, trustees, advisors and attorneys-in-fact
harmless from and against, any and all other liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind or nature whatsoever with respect to the execution, delivery,
enforcement, performance and administration of the Credit Documents and any such
other documents and the use, or proposed use, of proceeds of the Loans (all of
the foregoing, collectively, the "indemnified liabilities"); provided, however,
that the Borrower shall not have any obligation hereunder to the Administrative
Agent or any Lender with respect to indemnified liabilities arising from the
gross negligence or willful misconduct of the Administrative Agent or any such
Lender, as determined by a court of competent jurisdiction. The agreements in
this Section shall survive repayment of the Loans, Notes and all other amounts
payable hereunder.

     Section 9.6 Successors and Assigns; Participations; Purchasing Lenders.

     (a) This Credit Agreement shall be binding upon and inure to the benefit of
the Borrower, the Lenders, the Administrative Agent, all future holders of the
Notes and their respective successors and assigns, except that the Borrower and
the Guarantors may not assign or transfer any of their rights or obligations
under this Credit Agreement or the other Credit Documents without the prior
written consent of each Lender.

     (b) Any Lender may, in accordance with applicable law, at any time sell to
one or more banks or other entities ("Participants") participating interests in
any Loan owing to such Lender, any Note held by such Lender, any Commitment of
such Lender, or any other interest of such Lender hereunder. In the event of any
such sale by a Lender of participating interests to a Participant, such Lender's
obligations under this Credit Agreement to the other parties to this Credit
Agreement shall remain unchanged, such Lender shall remain solely responsible
for the performance thereof, such Lender shall remain the holder of any such
Note for all purposes under this Credit Agreement, and the Borrower and the
Administrative Agent shall continue to deal solely and directly with such Lender
in connection with such Lender's rights and obligations under this Credit
Agreement. No Lender shall transfer or grant any participation under which the
Participant shall have rights to approve any amendment to or waiver of this
Credit Agreement or any other Credit Document except to the extent such
amendment or waiver would (i) extend the scheduled maturity of any Loan or Note
or any installment thereon in which such Participant is participating, or reduce
the stated rate or extend the time of payment of interest or fees thereon
(except in connection with a waiver of interest at the increased post-default
rate) or reduce the

                                                                             105

<PAGE>

principal amount thereof, or increase the amount of the Participant's
participation over the amount thereof then in effect (it being understood that a
waiver of any Default or Event of Default shall not constitute a change in the
terms of such participation, and that an increase in any Commitment or Loan
shall be permitted without consent of any participant if the Participant's
participation is not increased as a result thereof), (ii) except as otherwise
permitted by this Agreement, release all or substantially all of the Guarantors
from their obligations under the Guaranty, (iii) release all or substantially
all of the Collateral, or (iv) consent to the assignment or transfer by the
Borrower or the Guarantors of any of their rights and obligations under this
Credit Agreement. In the case of any such participation, the Participant shall
not have any rights under this Credit Agreement or any of the other Credit
Documents (the Participant's rights against such Lender in respect of such
participation to be those set forth in the agreement executed by such Lender in
favor of the Participant relating thereto) and all amounts payable by the
Borrower hereunder shall be determined as if such Lender had not sold such
participation, provided that each Participant shall be entitled to the benefits
of Sections 2.16, 2.17, 2.18 and 9.5 with respect to its participation in the
Commitments and the Loans outstanding from time to time; provided, that no
Participant shall be entitled to receive any greater amount pursuant to such
Sections than the transferor Lender would have been entitled to receive in
respect of the amount of the participation transferred by such transferor Lender
to such Participant had no such transfer occurred.

     (c) Any Lender may, in accordance with applicable law, at any time sell or
assign to (i) any Lender or any Affiliate or Related Fund of any Lender (each an
"Existing Purchasing Lender") and (ii) with the consent of the Administrative
Agent and, so long as no Event of Default has occurred and is continuing, the
Borrower (in each case, which consent shall not be unreasonably withheld), to
one or more additional banks or financial institutions or entities (each a "New
Purchasing Lender"; together with the Existing Purchasing Lenders, the
"Purchasing Lenders"), all or any part of its rights and obligations under this
Credit Agreement and the Notes in minimum amounts of $1,000,000 (or such lesser
amount as approved by the Administrative Agent) with respect to its Revolving
Commitment, its Revolving Loans, its First Lien Term Loans or its Second Lien
Term Loans (or, if less, the entire amount of such transferor Lender's interests
and obligations), pursuant to a Commitment Transfer Supplement executed by such
Purchasing Lender, such transferor Lender, the Administrative Agent and, so long
as no Event of Default has occurred and is continuing, the Borrower, and
delivered to the Administrative Agent for its acceptance and recording in the
Register; provided, however, that any sale or assignment to an Existing
Purchasing Lender shall not require the consent of the Administrative Agent or
the Borrower nor shall any such sale or assignment be subject to the minimum
assignment amounts specified herein. Upon such execution, delivery, acceptance
and recording, from and after the Transfer Closing Date specified in such
Commitment Transfer Supplement, (x) the Purchasing Lender thereunder shall be a
party hereto and, to the extent provided in such Commitment Transfer Supplement,
have the rights and obligations of a Lender hereunder with a Commitment as set
forth therein, and (y) the transferor Lender thereunder shall, to the extent
provided in such Commitment Transfer Supplement, be released from its
obligations under this Credit Agreement (and, in the case of a Commitment
Transfer Supplement covering all or the remaining portion of a transferor
Lender's rights and obligations under this Credit Agreement, such transferor
Lender shall cease to be a party hereto). Such Commitment Transfer Supplement
shall be deemed to amend this Credit Agreement to the extent, and only to the
extent, necessary to reflect the

                                                                             106

<PAGE>

addition of such Purchasing Lender and the resulting adjustment of Commitment
Percentages arising from the purchase by such Purchasing Lender of all or a
portion of the rights and obligations of such transferor Lender under this
Credit Agreement and the Notes. On or prior to the Transfer Closing Date
specified in such Commitment Transfer Supplement, the Borrower, at its own
expense, shall execute and deliver to the Administrative Agent in exchange for
the Notes delivered to the Administrative Agent pursuant to such Commitment
Transfer Supplement new Notes to the order of such Purchasing Lender in an
amount equal to the Commitment assumed by it pursuant to such Commitment
Transfer Supplement and, unless the transferor Lender has not retained a
Commitment hereunder, new Notes to the order of the transferor Lender in an
amount equal to the Commitment retained by it hereunder. Such new Notes shall be
dated the Closing Date and shall otherwise be in the form of the Notes replaced
thereby. The Notes surrendered by the transferor Lender shall be returned by the
Administrative Agent to the Borrower marked "canceled".

     (d) The Administrative Agent shall maintain at its address referred to in
Section 9.2 a copy of each Commitment Transfer Supplement delivered to it and a
register (the "Register") for the recordation of the names and addresses of the
Lenders and the Commitment of, and principal amount of the Loans owing to, each
Lender from time to time. The entries in the Register shall be conclusive, in
the absence of manifest error, and the Borrower, the Administrative Agent and
the Lenders may treat each Person whose name is recorded in the Register as the
owner of the Loan recorded therein for all purposes of this Credit Agreement.
The Register shall be available for inspection by the Borrower or any Lender at
any reasonable time and from time to time upon reasonable prior notice.

     (e) Upon its receipt of a duly executed Commitment Transfer Supplement,
together with payment to the Administrative Agent by the transferor Lender or
the Purchasing Lender, as agreed between them, of a registration and processing
fee of $3,500.00 for each Purchasing Lender (other than (x) an Affiliate or
Related Fund of a Lender to the extent of the Commitment of such Lender that is
assigned to such Affiliate or Related Fund or (y) a Purchasing Lender purchasing
a portion of the Second Lien Term Loan) listed in such Commitment Transfer
Supplement and the Notes subject to such Commitment Transfer Supplement, the
Administrative Agent shall (i) accept such Commitment Transfer Supplement, (ii)
record the information contained therein in the Register and (iii) give prompt
notice of such acceptance and recordation to the Lenders and the Borrower.

     (f) The Borrower authorizes each Lender to disclose to any Participant or
Purchasing Lender (each, a "Transferee") and any prospective Transferee any and
all financial information in such Lender's possession concerning the Borrower
and its Affiliates which has been delivered to such Lender by or on behalf of
the Borrower pursuant to this Credit Agreement or which has been delivered to
such Lender by or on behalf of the Borrower in connection with such Lender's
credit evaluation of the Borrower and its Affiliates prior to becoming a party
to this Credit Agreement, in each case subject to Section 9.15.

     (g) At the time of each assignment pursuant to this Section to a Person
which is not already a Lender hereunder and which is not a United States person
(as such term is defined in Section 7701(a)(30) of the Code) for Federal income
tax purposes, the respective assignee

                                                                             107

<PAGE>

Lender shall provide to the Borrower and the Administrative Agent the
appropriate Internal Revenue Service Forms (and, if applicable, a 2.19
Certificate) described in Section 2.19.

     (h) Nothing herein shall prohibit any Lender from pledging or assigning any
of its rights under this Credit Agreement (including, without limitation, any
right to payment of principal and interest under any Note) to secure obligations
of such Lender, including without limitation, (i) any pledge or assignment to
secure obligations to a Federal Reserve Bank and (ii) in the case of any Lender
that is a fund, any pledge or assignment to any holders of obligations owed, or
securities issued, by such Lender including to any trustee for, or any other
representative of, such holders; it being understood that the requirements for
assignments set forth in this Section 9.6 shall not apply to any such pledge or
assignment of a security interest, except with respect to any foreclosure or
similar action taken by such pledgee or assignee with respect to such pledge or
assignment; 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.

     Section 9.7 Adjustments; Set-off.

     (a) Each Lender agrees that if any Lender (a "benefited Lender") shall at
any time receive any payment of all or part of its Loans, or interest thereon,
or receive any collateral in respect thereof (whether voluntarily or
involuntarily, by set-off, pursuant to events or proceedings of the nature
referred to in Section 7.1(f) or Section 7.1(g), or otherwise) in a greater
proportion than any such payment to or collateral received by any other Lender,
if any, in respect of such other Lender's Loans, or interest thereon, such
benefited Lender shall purchase for Cash from the other Lenders a participating
interest in such portion of each such other Lender's Loan, or shall provide such
other Lenders with the benefits of any such collateral, or the proceeds thereof,
as shall be necessary to cause such benefited Lender to share the excess payment
or benefits of such collateral or proceeds ratably with each of the Lenders;
provided, however, that if all or any portion of such excess payment or benefits
is thereafter recovered from such benefited Lender, such purchase shall be
rescinded, and the purchase price and benefits returned, to the extent of such
recovery, but without interest. The Borrower agrees that each Lender so
purchasing a portion of another Lender's Loans may exercise all rights of
payment (including, without limitation, rights of set-off) with respect to such
portion as fully as if such Lender were the direct holder of such portion.

     (b) In addition to any rights and remedies of the Lenders provided by law
(including, without limitation, other rights of set-off), each Lender shall have
the right, without prior notice to the Borrower, any such notice being expressly
waived by the Borrower to the extent permitted by applicable law, upon the
occurrence of any Event of Default, to setoff and appropriate and apply any and
all deposits (general or special, time or demand, provisional or final), in any
currency, and any other credits, indebtedness or claims, in any currency, in
each case whether direct or indirect, absolute or contingent, matured or
unmatured, at any time held or owing by such Lender or any branch or agency
thereof to or for the credit or the account of the Borrower, or any part thereof
in such amounts as such Lender may elect, against and on account of the
obligations and liabilities of the Borrower to such Lender hereunder and claims
of every nature and description of such Lender against the Borrower, in any
currency, whether arising hereunder,

                                                                             108

<PAGE>

under the Notes or under any documents contemplated by or referred to herein or
therein, as such Lender may elect, whether or not such Lender has made any
demand for payment and although such obligations, liabilities and claims may be
contingent or unmatured. The aforesaid right of set-off may be exercised by such
Lender against the Borrower or against any trustee in bankruptcy, debtor in
possession, assignee for the benefit of creditors, receiver or execution,
judgment or attachment creditor of the Borrower, or against anyone else claiming
through or against the Borrower or any such trustee in bankruptcy, debtor in
possession, assignee for the benefit of creditors, receiver, or execution,
judgment or attachment creditor, notwithstanding the fact that such right of
set-off shall not have been exercised by such Lender prior to the occurrence of
any Event of Default. Each Lender agrees promptly to notify the Borrower and the
Administrative Agent after any such set-off and application made by such Lender;
provided, however, that the failure to give such notice shall not affect the
validity of such set-off and application.

     Section 9.8 Table of Contents and Section Headings.

     The table of contents and the Section and subsection headings herein are
intended for convenience only and shall be ignored in construing this Credit
Agreement.

     Section 9.9 Counterparts.

     This Credit Agreement may be executed by one or more of the parties to this
Credit Agreement on any number of separate counterparts, and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument. A set of the copies of this Credit Agreement signed by all the
parties shall be lodged with the Borrower and the Administrative Agent.

     Section 9.10 Effectiveness.

     This Credit Agreement shall become effective on the date on which all of
the parties hereto have signed a copy hereof (whether the same or different
copies) and shall have delivered the same to the Administrative Agent pursuant
to Section 9.2 or, in the case of the Lenders, shall have given to the
Administrative Agent written, telecopied or telex notice (actually received) at
such office that the same has been signed and mailed to it. Upon this Credit
Agreement becoming effective, the Existing Credit Agreement shall be deemed
amended and restated by this Credit Agreement and all obligations of the lenders
under the Existing Credit Agreement to make extensions of credit thereunder
shall terminate.

     Section 9.11 Severability.

     Any provision of this Credit Agreement which is prohibited or unenforceable
in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent
of such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

                                                                             109

<PAGE>

     Section 9.12 Integration.

     This Credit Agreement and the Notes represent the agreement of the
Borrower, the Administrative Agent and the Lenders with respect to the subject
matter hereof, and there are no promises, undertakings, representations or
warranties by the Administrative Agent, the Borrower or any Lender relative to
the subject matter hereof not expressly set forth or referred to herein or in
the Notes.

     Section 9.13 Governing Law.

     This Credit Agreement and the Notes and the rights and obligations of the
parties under this Credit Agreement and the Notes shall be governed by, and
construed and interpreted in accordance with, the law of the State of New York.
Each of the Credit Parties agrees that Sections 5-1401 and 5-1402 of the General
Obligations law of the State of New York shall apply to this Credit Agreement
and the other Credit Documents.

     Section 9.14 Consent to Jurisdiction and Service of Process.

     All judicial proceedings brought against the Borrower and/or any other
Credit Party with respect to this Credit Agreement, any Note or any of the other
Credit Documents may be brought in any state or federal court of competent
jurisdiction in the State of New York, and, by execution and delivery of this
Credit Agreement, each of the Borrower and the other Credit Parties accepts, for
itself and in connection with its properties, generally and unconditionally, the
non-exclusive jurisdiction of the aforesaid courts and irrevocably agrees to be
bound by any final judgment rendered thereby in connection with this Credit
Agreement from which no appeal has been taken or is available. Each of the
Borrower and the other Credit Parties irrevocably agrees that all service of
process in any such proceedings in any such court may be effected by mailing a
copy thereof by registered or certified mail (or any substantially similar form
of mail), postage prepaid, to it at its address set forth in Section 9.2 or at
such other address of which the Administrative Agent shall have been notified
pursuant thereto, such service being hereby acknowledged by the Borrower and the
other Credit Parties to be effective and binding service in every respect. Each
of the Borrower, the other Credit Parties, the Administrative Agent and the
Lenders irrevocably waives any objection, including, without limitation, any
objection to the laying of venue or based on the grounds of forum non conveniens
which it may now or hereafter have to the bringing of any such action or
proceeding in any such jurisdiction. Nothing herein shall affect the right to
serve process in any other manner permitted by law or shall limit the right of
the Administrative Agent or any Lender to bring proceedings against the Borrower
or the other Credit Parties in the court of any other jurisdiction.

     Section 9.15 Confidentiality.

     The Administrative Agent and each of the Lenders agrees that it will use
its best efforts not to disclose without the prior consent of the Borrower
(other than to its employees, Affiliates, auditors or counsel (provided that any
such parties shall have been made aware of this Section) or to another Lender)
any information with respect to the Borrower and its Subsidiaries which is
furnished pursuant to this Credit Agreement, any other Credit Document or any
documents

                                                                             110

<PAGE>

contemplated by or referred to herein or therein and which is designated by the
Borrower to the Lenders in writing as confidential or as to which it is
otherwise reasonably clear such information is not public (collectively, the
"Confidential Information"), except that any Lender may disclose any such
Confidential Information (a) as has become generally available to the public
other than by a breach of this Section, (b) as may be required or appropriate in
any report, statement or testimony submitted to any municipal, state or federal
regulatory body having or claiming to have jurisdiction over such Lender or to
the Federal Reserve Board or the Federal Deposit Insurance Corporation or the
OCC or the NAIC or similar organizations (whether in the United States or
elsewhere) or their successors, (c) as may be required in response to any
summons or subpoena or any law, order, regulation or ruling applicable to such
Lender, (d) to any prospective Participant or assignee (including any assignee
or pledgee of a Lender's obligations pursuant to Section 9.6(h)) in connection
with any contemplated transfer pursuant to Section 9.6, provided that such
prospective transferee shall have been made aware of this Section and shall have
agreed to be bound by its provisions as if it were a party to this Credit
Agreement, (e) to Gold Sheets and other similar bank trade publications; such
information to consist of deal terms and other information regarding the credit
facilities evidenced by this Credit Agreement customarily found in such
publications and (f) in connection with any suit, action or proceeding for the
purpose of defending itself, reducing its liability, or protecting or exercising
any of its claims, rights, remedies or interests under or in connection with the
Credit Documents or any Hedging Agreement. Notwithstanding anything herein to
the contrary, Confidential Information shall not include, and the Administrative
Agent and each Lender may disclose without limitation of any kind, any
information with respect to the "tax treatment" and "tax structure" (in each
case, with the meaning of Treasury Regulation Section 1.6011-4) of the
transactions contemplated hereby and all materials of any kind (including
opinions or other tax analysis) that are provided to the Administrative Agent or
such Lender relating to such tax treatment and tax structure; provided that with
respect to any document or similar item that in either case contains information
concerning the tax treatment or tax structure of the transaction as well as
other information, this sentence shall only apply to such portions of the
document or similar item that relate to the tax treatment or tax structure of
the Loans, Letters of Credit and transactions contemplated hereby.

     Section 9.16 Acknowledgments.

     The Borrower and the other Credit Parties each hereby acknowledges that:

     (a) it has been advised by counsel in the negotiation, execution and
delivery of each Credit Document;

     (b) neither the Administrative Agent nor any Lender has any fiduciary
relationship with or duty to the Borrower or any other Credit Party arising out
of or in connection with this Credit Agreement and the relationship between the
Administrative Agent and the Lenders, on one hand, and the Borrower and the
other Credit Parties, on the other hand, in connection herewith is solely that
of debtor and creditor; and

     (c) no joint venture exists among the Lenders or among the Borrower or the
other Credit Parties and the Lenders.

                                                                             111

<PAGE>

     Section 9.17 Waivers of Jury Trial.

     THE BORROWER, THE OTHER CREDIT PARTIES, THE AGENT AND THE LENDERS HEREBY
IRREVOCABLY AND UNCONDITIONALLY WAIVE, TO THE EXTENT PERMITTED BY APPLICABLE
LAW, TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS CREDIT
AGREEMENT OR ANY OTHER CREDIT DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

                                    ARTICLE X

                                    GUARANTY

     Section 10.1 The Guaranty.

     In order to induce the Lenders to enter into this Credit Agreement and to
extend credit hereunder and in recognition of the direct benefits to be received
by the Guarantors from the Extensions of Credit hereunder, each of the
Guarantors hereby agrees with the Administrative Agent and the Lenders as
follows: such Guarantor hereby unconditionally and irrevocably jointly and
severally guarantees as primary obligor and not merely as surety the full and
prompt payment when due, whether upon maturity, by acceleration or otherwise, of
any and all Credit Party Obligations. If any or all of the Credit Party
Obligations becomes due and payable hereunder, each Guarantor unconditionally
promises to pay such indebtedness to the Administrative Agent and the Lenders,
on order, or demand, together with any and all reasonable expenses which may be
incurred by the Administrative Agent or the Lenders in collecting any of the
Credit Party Obligations.

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

     Section 10.2 Bankruptcy.

     Additionally, each of the Guarantors unconditionally and irrevocably
guarantees jointly and severally the payment of any and all indebtedness of the
Borrower to the Lenders whether or not due or payable by the Borrower upon the
occurrence of any of the events specified in Section 7.1(f) or Section 7.1(g),
and unconditionally promises to pay such Credit Party Obligations to the
Administrative Agent for the account of the Lenders, or order, on demand, in
lawful money of the United States. Each of the Guarantors further agrees that to
the extent that the Borrower or a Guarantor shall make a payment or a transfer
of an interest in any property to the Administrative Agent or any Lender, which
payment or transfer or any part thereof is subsequently invalidated, declared to
be fraudulent or preferential, or otherwise is avoided,

                                                                             112

<PAGE>

and/or required to be repaid to the Borrower or a Guarantor, the estate of the
Borrower or a Guarantor, a trustee, receiver or any other party under any
bankruptcy law, state or federal law, common law or equitable cause, then to the
extent of such avoidance or repayment, the obligation or part thereof intended
to be satisfied shall be revived and continued in full force and effect as if
said payment had not been made.

     Section 10.3 Nature of Liability.

     The liability of each Guarantor hereunder is exclusive and independent of
any security for or other guaranty of the indebtedness of the Borrower whether
executed by any such Guarantor, any other guarantor or by any other party, and
no Guarantor's liability hereunder shall be affected or impaired by (a) any
direction as to application of payment by the Borrower or by any other party, or
(b) any other continuing or other guaranty, undertaking or maximum liability of
a guarantor or of any other party as to the indebtedness of the Borrower, or (c)
any payment on or in reduction of any such other guaranty or undertaking, or (d)
any dissolution, termination or increase, decrease or change in personnel by the
Borrower or any other Guarantor, or (e) any payment made to the Administrative
Agent or the Lenders on the indebtedness which the Administrative Agent or such
Lenders repay the Borrower pursuant to court order in any bankruptcy,
reorganization, arrangement, moratorium or other debtor relief proceeding, and
each of the Guarantors waives any right to the deferral or modification of its
obligations hereunder by reason of any such proceeding.

     Section 10.4 Independent Obligation.

     The obligations of each Guarantor hereunder are independent of the
obligations of any other guarantor or the Borrower, and a separate action or
actions may be brought and prosecuted against each Guarantor whether or not
action is brought against any other guarantor or the Borrower and whether or not
any other Guarantor or the Borrower is joined in any such action or actions.

     Section 10.5 Authorization.

     Each of the Guarantors authorizes the Administrative Agent and each Lender
without notice or demand (except as shall be required by applicable statute and
cannot be waived), and without affecting or impairing its liability hereunder,
from time to time to (a) renew, compromise, extend, increase, accelerate or
otherwise change the time for payment of, or otherwise change the terms of the
indebtedness or any part thereof in accordance with this Credit Agreement,
including any increase or decrease of the rate of interest thereon, (b) take and
hold security from any guarantor or any other party for the payment of this
Guaranty or the indebtedness and exchange, enforce waive and release any such
security, (c) apply such security and direct the order or manner of sale thereof
as the Administrative Agent and the Lenders in their discretion may determine
and (d) release or substitute any one or more endorsers, guarantors, the
Borrower or other obligors.

                                                                             113

<PAGE>

     Section 10.6 Reliance.

     It is not necessary for the Administrative Agent or the Lenders to inquire
into the capacity or powers of the Borrower or the officers, directors, members,
partners or agents acting or purporting to act on their behalf, and any
indebtedness made or created in reliance upon the professed exercise of such
powers shall be guaranteed hereunder.

     Section 10.7 Waiver.

     (a) Each of the Guarantors waives any right (except as shall be required by
applicable statute and cannot be waived) to require the Administrative Agent or
any Lender to (i) proceed against the Borrower, any other guarantor or any other
party, (ii) proceed against or exhaust any security held from the Borrower, any
other guarantor or any other party, or (iii) pursue any other remedy in the
Administrative Agent's or any Lender's power whatsoever. Each of the Guarantors
waives any defense based on or arising out of any defense of the Borrower, any
other guarantor or any other party other than payment in full of the
indebtedness, including without limitation any defense based on or arising out
of the disability of the Borrower, any other guarantor or any other party, or
the unenforceability of the indebtedness or any part thereof from any cause, or
the cessation from any cause of the liability of the Borrower other than payment
in full of the indebtedness. The Administrative Agent or any of the Lenders may,
at their election, foreclose on any security held by the Administrative Agent or
a Lender by one or more judicial or nonjudicial sales, whether or not every
aspect of any such sale is commercially reasonable (to the extent such sale is
permitted by applicable law), or exercise any other right or remedy the
Administrative Agent and any Lender may have against the Borrower or any other
party, or any security, without affecting or impairing in any way the liability
of any Guarantor hereunder except to the extent the indebtedness has been paid.
Each of the Guarantors waives any defense arising out of any such election by
the Administrative Agent and each of the Lenders, even though such election
operates to impair or extinguish any right of reimbursement or subrogation or
other right or remedy of the Guarantors against the Borrower or any other party
or any security.

     (b) Each of the Guarantors waives all presentments, demands for
performance, protests and notices, including without limitation notices of
nonperformance, notice of protest, notices of dishonor, notices of acceptance of
this Guaranty, and notices of the existence, creation or incurring of new or
additional indebtedness. Each Guarantor assumes all responsibility for being and
keeping itself informed of the Borrower's financial condition and assets, and of
all other circumstances bearing upon the risk of nonpayment of the indebtedness
and the nature, scope and extent of the risks which such Guarantor assumes and
incurs hereunder, and agrees that neither the Administrative Agent nor any
Lender shall have any duty to advise such Guarantor of information known to it
regarding such circumstances or risks.

     (c) Each of the Guarantors hereby agrees it will not exercise any rights of
subrogation which it may at any time otherwise have as a result of this Guaranty
(whether contractual, under Section 509 of the U.S. Bankruptcy Code, or
otherwise) to the claims of the Lenders against the Borrower or any other
guarantor of the indebtedness of the Borrower owing to the Lenders
(collectively, the "Other Parties") and all contractual, statutory or common law
rights of

                                                                             114

<PAGE>

reimbursement, contribution or indemnity from any Other Party which it may at
any time otherwise have as a result of this Guaranty, until the Credit Party
Obligations have been paid in full and the Commitments have been terminated.
Each of the Guarantors hereby further agrees not to exercise any right to
enforce any other remedy which the Administrative Agent and the Lenders now have
or may hereafter have against any Other Party, any endorser or any other
guarantor of all or any part of the indebtedness of the Borrower and any benefit
of, and any right to participate in, any security or collateral given to or for
the benefit of the Lenders to secure payment of the indebtedness of the
Borrower.

     Section 10.8 Limitation on Enforcement.

     The Lenders agree that this Guaranty may be enforced only by the action of
the Administrative Agent acting upon the instructions of the Required Lenders
and that no Lender shall have any right individually to seek to enforce or to
enforce this Guaranty, it being understood and agreed that such rights and
remedies may be exercised by the Administrative Agent for the benefit of the
Lenders under the terms of this Credit Agreement. The Lenders further agree that
this Guaranty may not be enforced against any director, officer, employee or
stockholder of the Guarantors.

     Section 10.9 Confirmation of Payment.

     The Administrative Agent and the Lenders will, upon request after payment
of the indebtedness and obligations which are the subject of this Guaranty and
termination of the Commitments relating thereto, confirm to the Borrower, the
Guarantors or any other Person that the such indebtedness and obligations have
been paid and the Commitments relating thereto terminated, subject to the
provisions of Section 10.2.

     Section 10.10 Release of Guarantor.

     A Guarantor shall be released from all of its obligations under this
Guaranty at any time as such Guarantor sells all of its assets and ceases to
exist or the Borrower sells all of the Capital Stock of such Guarantor, in each
case in a transaction in permitted by the terms of this Agreement.

                                                                             115

<PAGE>

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

BORROWER:               THE PANTRY, INC.,
                        a Delaware corporation


                        By:    /s/ Daniel J. Kelly
                               -------------------------------------------------
                        Name:  Daniel J. Kelly
                        Title: Chief Financial Officer, Vice President-Finance
                               and Secretary


GUARANTORS:             R & H MAXXON, INC.,
                        a South Carolina corporation


                        By:    /s/ Daniel J. Kelly
                               -------------------------------------------------
                        Name:  Daniel J. Kelly
                        Title: Executive Vice President and
                               Assistant Secretary


                        KANGAROO, INC.,
                        a Georgia corporation


                        By:    /s/ Daniel J. Kelly
                               -------------------------------------------------
                        Name:  Daniel J. Kelly
                        Title: Executive Vice President and
                               Assistant Secretary

<PAGE>

ADMINISTRATIVE AGENT    WACHOVIA BANK, NATIONAL ASSOCIATION,
AND LENDERS:            as Administrative Agent and a Lender


                        By:    /s/ Douglas S. Boothe
                               -------------------------------------------------
                        Name:  Douglas S. Boothe
                        Title: Director

                           [signature pages continue]

<PAGE>

                        WELLS FARGO BANK, N.A.,
                        as Syndication Agent and a Lender


                        By:    /s/ S. Michael St. Geme
                               -------------------------------------------------
                        Name:  S. Michael St. Geme
                        Title: Vice President

                           [signature pages continue]

<PAGE>

                        CREDIT INDUSTRIEL ET COMMERCIAL,
                        as a Lender


                        By:    /s/ Anthony Rock            /s/ Sean Mounier
                               ----------------            ---------------------
                        Name:  Anthony Rock                Sean Mounier
                        Title: Vice President              First Vice President

<PAGE>

                        SMOKY RIVER CDO, L.P.,
                        as a Lender


                        By: RBC Leveraged Capital,
                            as Portfolio Manager


                        By:    /s/ Melissa Marano
                               -------------------------------------------------
                        Name:  Melissa Marano
                        Title: Partner

<PAGE>


                                 SCHEDULE 1.1-1

                          NOTICE OF ACCOUNT DESIGNATION

                              Dated April __, 2003

Wachovia Bank, National Association,
 as Administrative Agent under the
 Credit Agreement referred to below
Charlotte Plaza
201 South College Street, CP-23
Charlotte, North Carolina  28288-0680

Attn:  Syndication Agency Services

Ladies and Gentlemen:

     This Notice of Account Designation is delivered to you by The Pantry, Inc.,
a Delaware corporation (the "Borrower"), pursuant to Section 4.1 of the Amended
and Restated Credit Agreement dated as of April __, 2003 (as amended, restated
or otherwise modified, the "Credit Agreement") by and among the Borrower, the
Domestic Subsidiaries of the Borrower from time to time party thereto
(individually a "Guarantor" and collectively, the "Guarantors"), the Lenders
from time to time party thereto and Wachovia Bank, National Association, as
administrative agent (the "Administrative Agent").

     The Administrative Agent is hereby authorized to disburse all Loan proceeds
into the following account, unless the Borrower shall designate in writing to
the Administrative Agent one or more other accounts:

                              [INSERT Name of Bank/
                               ABA Routing Number/
                               and Account Number]

     IN WITNESS WHEREOF, the undersigned has executed this Notice of Account
Designation this _____ day of April, 2003.

                                      THE PANTRY, INC.

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

<PAGE>

                                 SCHEDULE 1.1-2

                                FORM OF MORTGAGE

<PAGE>

                                 SCHEDULE 1.1-3

                               MATERIAL CONTRACTS

1.   Branded Jobber Contract between BP Products North America, Inc and The
     Pantry, Inc.

2.   Distributor Franchise Agreement between CITGO and The Pantry, Inc.

3.   Distribution Service Agreement dated as of March 29, 1998 among The Pantry,
     Lil' Champ and McLane Company, Inc., as amended.

4.   Third Amendment to the Distribution Service Agreement by and among The
     Pantry, Lil' Champ Food Stores, Inc. and McLane Company, Inc. dated October
     2, 2002.

5.   Indenture dated as of October 23, 1997 among The Pantry, Sandhills, Lil'
     Champ and United States Trust Company of New York, as Trustee.

<PAGE>

                                 SCHEDULE 1.1-4

                           EXISTING LETTERS OF CREDIT

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------
                                    OUTSTANDING BALANCE       EXPIRATION
                   L/C#                AS OF 4/14/03             DATE                 BENEFICIARY
-------------------------------------------------------------------------------------------------------
<S>                                 <C>                        <C>              <C>
UNBRANDED GASOLINE DEALERS

                  SM420708          $           500,000         6/19/2003       Flint Hills Resources
                  SM421438          $           500,000         5/12/2003       Colonial Group
                  SM420633          $           250,000         7/31/2003       Valero Marketing
                  SM419414          $           500,000         1/31/2004       Colonial Oil
                  SM420882          $           500,000         1/31/2004       Transmontaign
                 SM408070C          $           400,000         3/10/2004       Marathon Ashland Petroleum
                Sub total:          $         2,650,000
BRANDED GASOLINE DEALERS

                   S139521          $         2,500,000         7/31/2003       Chevron Products
                 SM407413C          $         3,750,000         1/31/2004       Motiva
                  SM410464          $         1,000,000         1/31/2004       AMOCO Oil Co
                   S031030          $         1,000,000         1/31/2004       BP Exploration & Oil
                 SM407742C          $         1,250,000         1/31/2004       Citgo Petroleum Corporation
                   S151995          $           275,000         1/31/2004       Mobil
                Sub total:          $         9,775,000
STATE ENVIRONMENTALS

                  SM42220W          $            25,000         7/30/2003       Georgia Dept. of Natural
                  SM422361          $             9,000         8/14/2003       Bureau of Petroleum Systems
                  SM422364          $            33,710         8/14/2003       Bureau of Petroleum Systems
                 SM422643W          $            10,523         10/1/2003       Bureau of Petroleum Systems
                 SM422640W          $            72,078         10/1/2003       Bureau of Petroleum Systems
                 SM422235W          $            25,000        10/19/2003       Kentucky Dept of Environ
                  SM422232          $            77,500        10/19/2003       Tennessee dept of Environ
                  SM200868          $            10,000         12/8/2003       Louisiana Dept. of Environ
                  SM420235          $           200,000          3/1/2004       Commonwealth of Virginia
                  SM420234          $            25,000          3/8/2004       South Carolina Dept. of Health
                  SM420233          $           682,200          3/9/2004       North Carolina Dept. of Envir.
                  SM420859          $            60,000         4/19/2004       Indiana Dept. of Environ. Mgmt
                Sub total:          $         1,230,011
MISCELLANEOUS

                  SM200753          $         1,084,250         11/1/2003       Royal and SunAlliance
                   S416342          $         2,483,830         1/31/2004       Greenwich Insurance
                  S409516C          $           500,000         7/14/2003       Miller Enterprises, Inc.
                   S135673          $         1,250,000        10/24/2003       DOCKS USA
                 SM419043C          $         6,526,409        11/11/2003       Liberty Mutual
                   S014220          $           150,000         1/31/2004       KY Dept. of Labor
                   S029762          $             1,000         1/31/2004       Dept of Agric - NC
                   S027149          $             1,000         1/31/2004       Dept of Agric - SC
                   S152116          $           130,000         1/31/2004       Hauffler Auto
                  SM420513          $         1,500,000          4/1/2004       Western Union
                Sub total:          $        13,626,489
               Grand Total          $        27,281,500
</TABLE>

<PAGE>

                                 SCHEDULE 2.1(a)

                             LENDERS AND COMMITMENTS
<TABLE>
<CAPTION>
                                                Revolving              Revolving          First Lien Term       First Lien Term
                                               Commitment              Commitment         Loan Commitment       Loan Commitment
                   Lender                        Amount                Percentage            Amount               Percentage
---------------------------------------------------------------------------------------------------------------------------------
<S>                                        <C>                          <C>             <C>                          <C>
Wachovia Bank, National Association        $   30,000,000.00            57.692307692%   $    236,000,000.00          93.280632411%
---------------------------------------------------------------------------------------------------------------------------------
Wells Fargo Bank, N.A.                     $   20,000,000.00            38.461538462%                   N/A                   N/A
---------------------------------------------------------------------------------------------------------------------------------
Credit Industriel et Commercial            $    2,000,000.00             3.846153846%   $      8,000,000.00           3.162055336%
---------------------------------------------------------------------------------------------------------------------------------
Smoky River CDO, L.P.                                    N/A                     N/A    $      9,000,000.00           3.557312253%
---------------------------------------------------------------------------------------------------------------------------------
Total:                                     $   52,000,000.00                     100%   $    253,000,000.00                   100%
---------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
                                               Second Lien Term     Second Lien Term
                   Lender                      Loan Commitment      Loan Commitment
                                                    Amount             Percentage
------------------------------------------------------------------------------------
<S>                                             <C>                              <C>
Wachovia Bank, National Association             $  51,000,000.00                 100%
------------------------------------------------------------------------------------
Wells Fargo Bank, N.A.                                       N/A                 N/A
------------------------------------------------------------------------------------
Credit Industriel et Commercial                              N/A                 N/A
------------------------------------------------------------------------------------
Smoky River CDO, L.P.                                        N/A                 N/A
------------------------------------------------------------------------------------
Total:                                          $  51,000,000.00                 100%
------------------------------------------------------------------------------------
</TABLE>

<PAGE>

                               SCHEDULE 2.1(b)(i)

                           FORM OF NOTICE OF BORROWING

                                     [Date]

Wachovia Bank, National Association,
 as Administrative Agent under the
 Credit Agreement referred to below
Charlotte Plaza
201 South College Street, CP-23
Charlotte, North Carolina  28288-0680

Attention:  Syndication Agency Services

Ladies and Gentlemen:

     Pursuant to Section [2.1(b)][2.5(b)] of the Amended and Restated Credit
Agreement dated as of April __, 2003 (as amended, restated or otherwise
modified, the "Credit Agreement") by and among The Pantry, Inc., a Delaware
corporation (the "Borrower"), the Domestic Subsidiaries of the Borrower from
time to time party thereto (individually a "Guarantor" and collectively, the
"Guarantors"), the Lenders from time to time party thereto and Wachovia Bank,
National Association, as administrative agent (the "Administrative Agent"), the
Borrower hereby requests that the following Loans be made on [date] as follows
(the "Proposed Borrowing"):

I.   Revolving Loans requested:

          (1)  Total Amount of Revolving Loans Requested    $ ________________

          (2)  Amount of (1) to be allocated
               to LIBOR Rate Loans                          $ ________________

          (3)  Amount of (1) to be allocated
               to Alternate Base Rate Loans                 $ ________________

          (4)  Interest Periods and amounts to be allocated
               thereto in respect of the LIBOR Rate Loans
               referenced in (2) (amounts must total (2)):

                    (i)  one month.                         $ ________________

                    (ii) two months                         $ ________________

                    (iii) three months                      $ ________________

<PAGE>

                    (iv) six months                         $ ________________

                    Total LIBOR Rate Loans                  $ ________________

NOTE:     REVOLVING LOAN BORROWINGS MUST BE IN MINIMUM AMOUNTS OF (A) WITH
          RESPECT TO LIBOR RATE LOANS $2,000,000 AND $100,000 INCREMENTS IN
          EXCESS THEREOF AND (B) WITH RESPECT TO ALTERNATE BASE RATE LOANS,
          $1,000,000 AND $50,000 INCREMENTS IN EXCESS THEREOF.

II.  Swingline Loans requested:

          (1)  Total Amount of Swingline Loans Requested $ ________________

NOTE:     SWINGLINE LOAN BORROWINGS MUST BE IN MINIMUM AMOUNTS OF $50,000 AND IN
          INTEGRAL AMOUNTS OF $25,000 IN EXCESS THEREOF.

     Terms defined in the Credit Agreement shall have the same meanings when
used herein.

     The undersigned hereby certifies that the following statements are true on
the date hereof and will be true on the date of the Proposed Borrowing:

          (A)  The representations and warranties made by the Credit
     Parties in the Credit Agreement, in the Security Documents or which are
     contained in any certificate furnished at any time under or in connection
     therewith shall be true and correct on and as of the date of the Proposed
     Borrowing as if made on and as of such date except to the extent such
     representations and warranties specifically relate to any earlier date, in
     which case such representations and warranties shall have been true and
     correct as of such earlier date.

          (B)  No Default or Event of Default has occurred and is continuing
     after giving effect to the Proposed Borrowing.

          (C)  Immediately after giving effect to the Proposed Borrowing (and
     the application of the proceeds thereof), the sum of outstanding Revolving
     Loans plus outstanding Swingline Loans plus LOC Obligations shall not
     exceed the Revolving Committed Amount.

<PAGE>

                                      Very truly yours,

                                      THE PANTRY, INC.

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

<PAGE>

                                 SCHEDULE 2.1(e)

                             FORM OF REVOLVING NOTE

Principal Amount:  $__________                              ____________, ______
Lender:____________

     FOR VALUE RECEIVED, the undersigned, THE PANTRY, INC., a Delaware
corporation (the "Borrower"), hereby unconditionally promises to pay, on the
Maturity Date (as defined in the Credit Agreement referred to below), to the
order of the above-named Lender (the "Lender") at the office of the
Administrative Agent (as defined below) located at Charlotte Plaza, 201 South
College Street, CP-23, Charlotte, North Carolina 28288-0680, in lawful money of
the United States of America and in immediately available funds, the principal
amount of set forth above or, if less, the aggregate unpaid principal amount of
all Revolving Loans made by the Lender to the undersigned pursuant to Section
2.1 of the Credit Agreement. The undersigned further agrees to pay interest in
like money at such office on the unpaid principal amount hereof and, to the
extent permitted by law, accrued interest in respect hereof from time to time
from the date hereof until payment in full of the principal amount hereof and
accrued interest hereon, at the rates and on the dates set forth in the Credit
Agreement.

     The holder of this Note is authorized to endorse the date and amount of
each Revolving Loan made pursuant to Section 2.1 of the Credit Agreement and
each payment of principal and interest with respect thereto and its character as
a LIBOR Rate Loan or an Alternate Base Rate Loan on Schedule I annexed hereto
and made a part hereof, or on a continuation thereof which shall be attached
hereto and made a part hereof, which endorsement shall constitute prima facie
evidence of the accuracy of the information endorsed; provided, however, that
the failure to make any such endorsement shall not affect the obligations of the
undersigned under this Note.

     This Note is one of the Revolving Notes referred to in the Amended and
Restated Credit Agreement dated as of April __, 2003 (as amended, restated or
otherwise modified, the "Credit Agreement") by and among the Borrower, the
Domestic Subsidiaries of the Borrower from time to time party thereto, as
Guarantors, the Lenders from time to time party thereto and Wachovia Bank,
National Association, as administrative agent (the "Administrative Agent"), and
is entitled to the benefits thereof. Terms used but not otherwise defined herein
shall have the meanings provided in the Credit Agreement.

     Upon the occurrence and during the continuance of any Event of Default, all
amounts then remaining unpaid on this Note shall become, or may be declared to
be, immediately due and payable, all as provided in the Credit Agreement. In the
event this Note is not paid when due at any stated or accelerated maturity, the
Borrower agrees to pay, in addition to principal and interest, all costs of
collection, including reasonable attorneys' fees.

<PAGE>

     All parties now and hereafter liable with respect to this Note, whether
maker, principal, surety, endorser or otherwise, hereby waive presentment,
demand, protest and all other notices of any kind.

     This Note shall be governed by, and construed and interpreted in accordance
with, the laws of the State of New York. The Borrower agrees that Sections
5-1401 and 5-1402 of the General Obligations law of the State of New York shall
apply to this Note.

                                      THE PANTRY, INC.

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

<PAGE>

                                   SCHEDULE 1
                                       to
                                 Revolving Note

                         LOANS AND PAYMENTS OF PRINCIPAL

<TABLE>
<CAPTION>
                                                                             Principal
                Amount      Type                                               Paid
                 of          of            Interest          Interest           or            Principal        Notation
Date            Loan        Loan/1/          Rate             Period         Converted         Balance          Made By
------         -------      -------       ----------        ---------        ---------        ---------        ---------
<S>            <C>          <C>           <C>               <C>              <C>              <C>              <C>
------         -------      -------       ----------        ---------        ---------        ---------        ---------

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

------         -------      -------       ----------        ---------        ---------        ---------        ---------
</TABLE>

----------
/1/  The type of Loan may be represented either by "L" for LIBOR Rate Loans or
     "ABR" for Alternate Base Rate Loans.

<PAGE>

                                 SCHEDULE 2.2(d)

                          FORM OF FIRST LIEN TERM NOTE

$__________________
Lender:_____________                                            _________, _____

     FOR VALUE RECEIVED, the undersigned, THE PANTRY, INC., a Delaware
corporation, hereby unconditionally promises to pay, on each date specified in
the Credit Agreement referred to below for the payment of principal and on the
Maturity Date (as defined in the Credit Agreement), to the order of the
above-named Lender (the "Lender") at the office of the Administrative Agent (as
defined below) located at Charlotte Plaza, 201 South College Street, CP-23,
Charlotte, North Carolina 28288-0680, in lawful money of the United States of
America and in immediately available funds, the principal amount set forth
above, which is the aggregate principal amount of the First Lien Term Loan made
by the Lenders pursuant to Section 2.2 of the Credit Agreement. The undersigned
further agrees to pay interest in like money at such office on the unpaid
principal amount hereof and, to the extent permitted by law, accrued interest in
respect hereof from time to time from the date hereof until payment in full of
the principal amount hereof and accrued interest hereon, at the rates and on the
dates set forth in the Credit Agreement.

     The holder of this Note is authorized to endorse the date and amount of
each First Lien Term Loan pursuant to Section 2.2 of the Credit Agreement and
each payment of principal and interest with respect thereto and its character as
a LIBOR Rate Loan or an Alternate Base Rate Loan on Schedule I annexed hereto
and made a part hereof, or on a continuation thereof which shall be attached
hereto and made a part hereof, which endorsement shall constitute prima facie
evidence of the accuracy of the information endorsed; provided, however, that
the failure to make any such endorsement shall not affect the obligations of the
undersigned under this Note.

     This Note is one of the First Lien Term Notes referred to in the Amended
and Restated Credit Agreement dated as of April __, 2003 (as amended, restated
or otherwise modified, the "Credit Agreement") by and among the Borrower, the
Domestic Subsidiaries of the Borrower from time to time party thereto, as
Guarantors, the Lenders from time to time party thereto and Wachovia Bank,
National Association, as administrative agent (the "Administrative Agent"), and
is entitled to the benefits thereof. Terms used but not otherwise defined herein
shall have the meanings provided in the Credit Agreement.

     Upon the occurrence and during the continuance of any Event of Default, all
amounts then remaining unpaid on this Note shall become, or may be declared to
be, immediately due and payable, all as provided in the Credit Agreement. In the
event this Note is not paid when due at any stated or accelerated maturity, the
Borrower agrees to pay, in addition to principal and interest, all costs of
collection, including reasonable attorneys' fees.

<PAGE>

     All parties now and hereafter liable with respect to this Note, whether
maker, principal, surety, endorser or otherwise, hereby waive presentment,
demand, protest and all other notices of any kind.

     This Note shall be governed by, and construed and interpreted in accordance
with, the laws of the State of New York. The Borrower agrees that Sections
5-1401 and 5-1402 of the General Obligations law of the State of New York shall
apply to this Note.

                                      THE PANTRY, INC.

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

<PAGE>

                                   SCHEDULE 1
                                       to
                              First Lien Term Note

                         LOANS AND PAYMENTS OF PRINCIPAL

<TABLE>
<CAPTION>
                                                                  Principal
          Amount    Type                                            Paid
           of        of       Interest     Interest    Maturity      or       Principal   Notation
Date      Loan     Loan/1/      Rate        Period       Date     Converted    Balance     Made By
------   -------   -------   ----------   ---------   ---------   ---------   ---------   ---------
<S>      <C>       <C>       <C>          <C>         <C>         <C>         <C>         <C>
------   -------   -------   ----------   ---------   ---------   ---------   ---------   ---------

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

------   -------   -------   ----------   ---------   ---------   ---------   ---------   ---------
</TABLE>

----------
/1/  The type of Loan may be represented either by "L" for LIBOR Rate Loans or
     "ABR" for Alternate Base Rate Loans.

<PAGE>

                                 SCHEDULE 2.3(d)

                          FORM OF SECOND LIEN TERM NOTE

$___________________
Lender:_____________                                           __________, _____

     FOR VALUE RECEIVED, the undersigned, THE PANTRY, INC., a Delaware
corporation, hereby unconditionally promises to pay, on each date specified in
the Credit Agreement referred to below for the payment of principal and on the
Maturity Date (as defined in the Credit Agreement), to the order of the
above-named Lender (the "Lender") at the office of the Administrative Agent
located at Charlotte Plaza, 201 South College Street, CP-23, Charlotte, North
Carolina 28288-0680, in lawful money of the United States of America and in
immediately available funds, the principal amount set forth above, which is the
aggregate principal amount of the Second Lien Term Loan made by the Lenders
pursuant to Section 2.3 of the Credit Agreement. The undersigned further agrees
to pay interest in like money at such office on the unpaid principal amount
hereof and, to the extent permitted by law, accrued interest in respect hereof
from time to time from the date hereof until payment in full of the principal
amount hereof and accrued interest hereon, at the rates and on the dates set
forth in the Credit Agreement.

     The holder of this Note is authorized to endorse the date and amount of
each Second Lien Term Loan pursuant to Section 2.3 of the Credit Agreement and
each payment of principal and interest with respect thereto and its character as
a LIBOR Rate Loan or an Alternate Base Rate Loan on Schedule I annexed hereto
and made a part hereof, or on a continuation thereof which shall be attached
hereto and made a part hereof, which endorsement shall constitute prima facie
evidence of the accuracy of the information endorsed; provided, however, that
the failure to make any such endorsement shall not affect the obligations of the
undersigned under this Note.

     This Note is one of the Second Lien Term Notes referred to in the Amended
and Restated Credit Agreement dated as of April __, 2003 (as amended, restated
or otherwise modified, the "Credit Agreement") by and among the Borrower, the
Domestic Subsidiaries of the Borrower from time to time party thereto, as
Guarantors, the Lenders from time to time party thereto and Wachovia Bank,
National Association, as administrative agent (the "Administrative Agent"), and
is entitled to the benefits thereof. Terms used but not otherwise defined herein
shall have the meanings provided in the Credit Agreement.

     Upon the occurrence and during the continuance of any Event of Default, all
amounts then remaining unpaid on this Note shall become, or may be declared to
be, immediately due and payable, all as provided in the Credit Agreement. In the
event this Note is not paid when due at any stated or accelerated maturity, the
Borrower agrees to pay, in addition to principal and interest, all costs of
collection, including reasonable attorneys' fees.

<PAGE>

     All parties now and hereafter liable with respect to this Note, whether
maker, principal, surety, endorser or otherwise, hereby waive presentment,
demand, protest and all other notices of any kind.

     This Note shall be governed by, and construed and interpreted in accordance
with, the laws of the State of New York. The Borrower agrees that Sections
5-1401 and 5-1402 of the General Obligations law of the State of New York shall
apply to this Note.

                                      THE PANTRY, INC.

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

<PAGE>

                                   SCHEDULE 1
                                       to
                              Second Lien Term Note

                         LOANS AND PAYMENTS OF PRINCIPAL

<TABLE>
<CAPTION>
                                                                             Principal
                Amount      Type                                               Paid
                 of          of            Interest          Interest           or            Principal        Notation
Date            Loan        Loan/2/          Rate             Period         Converted         Balance          Made By
------         -------      -------       ----------        ---------        ---------        ---------        ---------
<S>            <C>          <C>           <C>               <C>              <C>              <C>              <C>
------         -------      -------       ----------        ---------        ---------        ---------        ---------

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

------         -------      -------       ----------        ---------        ---------        ---------        ---------
</TABLE>

----------
/2/  The type of Loan may be represented either by "L" for LIBOR Rate Loans or
     "ABR" for Alternate Base Rate Loans.

<PAGE>

                                 SCHEDULE 2.5(d)

                             FORM OF SWINGLINE NOTE

$10,000,000                                                   ____________, 2003

     FOR VALUE RECEIVED, the undersigned, THE PANTRY, INC., a Delaware
corporation (the "Borrower"), hereby unconditionally promises to pay, on each
date specified in the Credit Agreement referred to below for the payment of
principal and on the Maturity Date (as defined in the Credit Agreement referred
to below), to the order of WACHOVIA BANK, NATIONAL ASSOCIATION (the "Swingline
Lender") at the office of the Administrative Agent (as defined below) located at
Charlotte Plaza, 201 South College Street, CP-23, Charlotte, North Carolina
28288-0680, in lawful money of the United States of America and in immediately
available funds, the principal amount of (a) TEN MILLION DOLLARS ($10,000,000),
or, if less, (b) the aggregate unpaid principal amount of all Swingline Loans
made by the Swingline Lender to the undersigned pursuant to Section 2.5 of the
Credit Agreement referred to below. The undersigned further agrees to pay
interest in like money at such office on the unpaid principal amount hereof and,
to the extent permitted by law, accrued interest in respect hereof from time to
time from the date hereof until payment in full of the principal amount hereof
and accrued interest hereon, at the rates and on the dates set forth in the
Credit Agreement.

     The holder of this Note is authorized to endorse the date and amount of
each Swingline Loan made pursuant to Section 2.5 of the Credit Agreement and
each payment of principal and interest with respect thereto on Schedule I
annexed hereto and made a part hereof, or on a continuation thereof which shall
be attached hereto and made a part hereof, which endorsement shall constitute
prima facie evidence of the accuracy of the information endorsed; provided,
however, that the failure to make any such endorsement shall not affect the
obligations of the undersigned under this Note.

     This Note is the Swingline Note referred to in the Amended and Restated
Credit Agreement dated as of April __, 2003 (as amended, restated or otherwise
modified, the "Credit Agreement") by and among the Borrower, the Domestic
Subsidiaries of the Borrower from time to time party thereto, as Guarantors, the
Lenders from time to time party thereto and Wachovia Bank, National Association,
as administrative agent (the "Administrative Agent"), and is entitled to the
benefits thereof. Terms used but not otherwise defined herein shall have the
meanings provided in the Credit Agreement.

     Upon the occurrence and during the continuance of any Event of Default, all
amounts then remaining unpaid on this Note shall become, or may be declared to
be, immediately due and payable, all as provided in the Credit Agreement. In the
event this Note is not paid when due at any stated or accelerated maturity, the
Borrower agrees to pay, in addition to principal and interest, all costs of
collection, including reasonable attorneys' fees.

                                        4

<PAGE>

     All parties now and hereafter liable with respect to this Note, whether
maker, principal, surety, endorser or otherwise, hereby waive presentment,
demand, protest and all other notices of any kind.

     This Note shall be governed by, and construed and interpreted in accordance
with, the laws of the State of New York. The Borrower agrees that Sections
5-1401 and 5-1402 of the General Obligations law of the State of New York shall
apply to this Note.

                                      THE PANTRY, INC.

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

                                        5

<PAGE>

                                   SCHEDULE 1
                                       to
                                 Swingline Note

                         LOANS AND PAYMENTS OF PRINCIPAL

           Amount
             Of           Principal        Principal        Notation
 Date       Loan            Paid            Balance          Made By
------     -------        ---------        ---------        --------

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                        6

<PAGE>

                                 SCHEDULE 2.8(a)

                          FORM OF NOTICE OF PREPAYMENT

                          Dated as of: ________________

Wachovia Bank, National Association,
 as Administrative Agent under the
 Credit Agreement referred to below
Charlotte Plaza
201 South College Street, CP-23
Charlotte, North Carolina  28288-0680
Attn:  Syndication Agency Services

Ladies and Gentlemen:

     This irrevocable Notice of Prepayment is delivered to you by The Pantry,
Inc. (the "Borrower"), in connection with the Amended and Restated Credit
Agreement dated as of April __, 2003 (as amended, restated or otherwise
modified, the "Credit Agreement") by and among the Borrower, the Domestic
Subsidiaries of the Borrower from time to time party thereto, as Guarantors, the
Lenders from time to time party thereto and Wachovia Bank, National Association,
as administrative agent (the "Administrative Agent").

     1.   The Borrower hereby provides notice to the Administrative Agent that
     it shall voluntarily prepay the following [Alternate Base Rate Loans]
     [LIBOR Rate Loans] in an amount equal to _____________.

     2.   The Loan to be prepaid is a [check applicable box]

          [ ]   Revolving Loan

          [ ]   First Lien Term Loan

          [ ]   Second Lien Term Loan

     3.   The Borrower shall prepay the above-referenced Loans on the following
Business Day: _______________. (Complete with a Business Day at least one (1)
Business Day subsequent to the date of this Notice of Prepayment with respect to
an Alternate Base Rate Loan and three (3) Business Days subsequent to the date
of this Notice of Prepayment with respect to any LIBOR Rate Loan).

                                        7

<PAGE>

     4.   Capitalized terms used herein and not defined herein shall have the
meanings assigned thereto in the Credit Agreement.

                                        8

<PAGE>

     IN WITNESS WHEREOF, the undersigned has executed this Notice of Prepayment
this ____ day of _______, ____.

                                      THE PANTRY, INC.

                                      By:
                                         ----------------------------
                                      Name:
                                           --------------------------
                                      Title:
                                            -------------------------
                                        9

<PAGE>

                                  SCHEDULE 2.11

                     FORM OF NOTICE OF CONVERSION/EXTENSION

                                     [Date]

Wachovia Bank, National Association,
 as Administrative Agent under the
 Credit Agreement referred to below
Charlotte Plaza
201 South College Street, CP-23
Charlotte, North Carolina  28288-0680
Attn:  Syndication Agency Services

Ladies and Gentlemen:

     Pursuant to Section 2.11 of the Amended and Restated Credit Agreement,
dated as of April __, 2003 (as amended, restated, supplemented or otherwise
modified from time to time, the "Credit Agreement"), among The Pantry, Inc. (the
"Borrower"), the Domestic Subsidiaries of the Borrower from time to time party
thereto, as Guarantors, the Lenders from time to time party thereto and Wachovia
Bank, National Association, as administrative agent (the "Administrative
Agent"), the Borrower hereby requests conversion or extension of the following
Loans be made on [date] as follows (the "Proposed Conversion/Extension"):

     Applicable Loan

     _______        Revolving Loan
     _______        First Lien Term Loan
     ______         Second Lien Term Loan

               (1)  Total Amount of Loans to be
                    converted/extended                   $_________________

               (2)  Amount of (1) to be allocated
                    to LIBOR Rate Loans                  $ ________________

               (3)  Amount of (1) to be allocated
                    to Alternate Base Rate Loans         $ ________________

               (4)  Interest Periods and amounts
                    to be allocated thereto in respect of
                    the LIBOR Rate Loans referenced

                                       10

<PAGE>

                    in (2) (amounts must total (2)):

                    (i)  one month                       $ ________________

                    (ii) two months                      $ ________________

                    (iii)three months                    $ ________________

                    (iv) six months                      $ ________________

                    Total LIBOR Rate Loans               $ ________________

NOTE:     CONVERSIONS TO LIBOR LOANS MUST BE IN MINIMUM AMOUNTS OF $2,000,000
          AND $100,000 INCREMENTS IN EXCESS THEREOF.

     Terms defined in the Credit Agreement shall have the same meanings when
used herein.

     The undersigned hereby certifies that, as of the date hereof and as of the
date of the Proposed Conversion/Extension, no Default or Event of Default has
occurred and is continuing after giving effect to the Proposed
Conversion/Extension.

                                      Very truly yours,

                                      THE PANTRY, INC.

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

                                       11

<PAGE>

                                  SCHEDULE 2.19

                                2.19 CERTIFICATE

     Reference is hereby made to the Amended and Restated Credit Agreement,
dated as of April, __, 2003, (as amended, restated, supplemented or otherwise
modified from time to time, the "Credit Agreement"), among The Pantry, Inc. (the
"Borrower"), the Domestic Subsidiaries of the Borrower from time to time party
thereto, as Guarantors, the Lenders from time to time party thereto and Wachovia
Bank, National Association, as Administrative Agent. Terms defined in the Credit
Agreement shall have the same meanings when used herein. Pursuant to the
provisions of Section 2.19 of the Credit Agreement, the undersigned hereby
certifies that it is not a "bank" as such term is used in Section 881(c)(3)(A)
of the Internal Revenue Code of 1986, as amended.

                                      [NAME OF LENDER]

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

                                       12

<PAGE>

                                 SCHEDULE 3.1-1

                   JURISDICTIONS OF INCORPORATION/ORGANIZATION

BORROWER

NAME                                           STATE OF INCORPORATION

   The Pantry, Inc.                            Delaware

SUBSIDIARIES

NAME OF SUBSIDIARY                             STATE OF INCORPORATION

   R & H Maxxon, Incorporated                  South Carolina
   Kangaroo, Inc.                              Georgia

                                       13

<PAGE>

                                 SCHEDULE 3.1-2

                         SUBSIDIARIES; CAPITAL STRUCTURE

1.   Kangaroo, Inc has authorized 100,000 shares of common stock; no par value
     per share, of which 8,000 shares, all of which are owned by The Pantry,
     Inc., are issued and outstanding

2.   R & H Maxxon, Incorporated has authorized 10,000 shares of common stock;
     $10.00 par value per share, of which 2,210 shares, all of which are owned
     by The Pantry, Inc., are issued and outstanding.

                                       14

<PAGE>

                                 SCHEDULE 3.2(b)

                CONFLICTS WITH CONTRACTUAL OBLIGATIONS; CONSENTS

None.

                                       15

<PAGE>

                                  SCHEDULE 3.5

                                 REAL PROPERTIES

Prog - STR005R    *      Store Property Type and Address              Page    1
Date -  4/10/2003 *
Time - 11:05:02   *
*******************

<TABLE>
<CAPTION>
Pr     Store      Old       Open
Tp       #        Cbr       Date           County           Street Address                   City/State/Zip
<S>    <C>       <C>     <C>            <C>              <C>                             <C>
L      1001              07/01/1971     Alachua          3423 SE HAWTHORNE RD            GAINESVILLE, FL 32641
L      1002              07/01/1971     Alachua          4310 SE HAWTHORNE RD            GAINESVILLE, FL 32641
L      1003              07/01/1971     Alachua          6825 SE 221ST STREET            HAWTHORNE, FL 32640
O      1010      1010    11/20/1971     Marion           5198 SE ABSHIER BLVD            BELLEVIEW, FL 34420
O      1013      1013    01/14/1972     Bradford         2158 N TEMPLE AVENUE            STARKE, FL 32091
L      1014              01/06/1972     Duval            5573 PLAYA WAY                  JACKSONVILLE, FL 32211
L      1030              05/14/1972     Osceola          4899 E ERLO BRONSON             ST CLOUD, FL 34771
L      1034              07/02/1972     St. Johns        138 NORTH SR 13                 JACKSONVILLE, FL 32092
O      1035      1035    07/16/1972     St. Johns        9900 SHANDS PIER RD             JACKSONVILLE, FL 32259
O      1040      1040    10/14/1972     St. Johns        120 VILANO ROAD                 ST AUGUSTINE, FL 32095
O      1041      1041    12/02/1972     Levy             392 N. HATHAWAY AVE             BRONSON, FL 32612
O      1042      1042    12/16/1972     Sumter           8727 N US 301                   WILDWOOD, FL 34785
O      1043      1043    12/09/1972     St. Johns        6929 A1A, S                     ST AUGUSTINE, FL 32086
L      1051              02/01/1973     Duval            5959 OLD KINGS RD               JACKSONVILLE, FL 32254
L      1058              05/18/1973     Duval            15411 N. MAIN ST                JACKSONVILLE, FL 32218
L      1060      1060    06/29/1973     St. Johns        465 STATE ROAD 16               ST AUGUSTINE, FL 32095
L      1063              12/14/1973     Orange           2691 ORANGE BLOSSOM             ZELLWOOD, FL 32798
L      1064              04/19/1974     Duval            1696 HAMMOND BLVD               JACKSONVILLE, FL 32221
O      1066      1066    01/31/1974     Seminole         1920 FRENCH AVENUE              SANFORD, FL 32771
O      1069      1069    03/08/1974     St. Johns        4760 US 1,  N, SUITE            ST AUGUSTINE, FL 32095
O      1084      1084    07/26/1974     Duval            11985 BEACH BLVD                JACKSONVILLE, FL 32246
L      1085              08/01/1974     Duval            630 US 90 WEST                  BALDWIN, FL 32234
L      1086              10/11/1974     Duval            9763 103RD STREET               JACKSONVILLE, FL 32210
O      1095      1095    07/25/1975     Duval            2810 SR A1A                     ATLANTIC BEACH, FL 32233
L      1097      1097    11/14/1975     Duval            4209 PHILLIPS HWY               JACKSONVILLE, FL 32207
O      1101      1101    08/27/1976     St. Johns        511 ANASTASIA BLVD              ST AUGUSTINE, FL 32084
O      1102      1102    09/24/1976     Duval            5708 NW 34TH ST                 GAINESVILLE, FL 32653
O      1106      1106    11/18/1976     Alachua          203 NE 39TH AVE                 GAINESVILLE, FL 32609
L      1107              12/16/1976     Alachua          3520 N WALDO RD                 GAINESVILLE, FL 32609
L      1110              03/03/1977     Seminole         551 W HWY 436                   ALTAMONTE SPRINGS, FL 32714
O      1113      1113    11/03/1977     Seminole         1119 E 25TH ST                  SANFORD, FL 32771
O      1119      1119    08/23/1977     Alachua          16130- 10 N.W. US HW            ALACHUA, FL 32615
L      1120              08/23/1977     Alachua          410 NW SANTA FE BLVD            HIGH SPRINGS, FL 32643
L      1125              04/27/1978     Duval            13857 N MAIN ST                 JACKSONVILLE, FL 32218
O      1127      1127    08/03/1978     Duval            953 NEW BERLIN RD               JACKSONVILLE, FL 32218
L      1130              11/17/1978     Duval            7144 ATLANTIC BLVD              JACKSONVILLE, FL 32211
O      1132      1132    02/15/1979     Duval            9750 OLD ST AUG. RD             JACKSONVILLE, FL 32257
O      1133      1133    03/21/1979     Duval            6655 OLD KINGS RD,N             JACKSONVILLE, FL 32219
O      1134      1134    04/19/1979     Duval            310 SOUTH LANE AVE              JACKSONVILLE, FL 32254
O      1136      1136    09/12/1979     Duval            2950 EDGEWOOD AVE,N             JACKSONVILLE, FL 32254
L      1137              10/04/1979     Duval            12743 ATLANTIC BLVD             JACKSONVILLE, FL 32225
L      1138              09/11/1979     Alachua          4234 SW 20TH AVENUE             GAINESVILLE, FL 32607
O      1142      1142    07/24/1980     Alachua          3509 WILLISTON ROAD             GAINESVILLE, FL 32608
L      1145              06/26/1980     Duval            907 S LANE AVE                  JACKSONVILLE, FL 32205
L      1146              07/31/1980     Duval            301 ATLANTIC BLVD               NEPTUNE BEACH, FL 32266
L      1147              10/02/1980     Duval            5553 ST AUGUSTINE RD            JACKSONVILLE, FL 32207
L      1148              10/09/1980     Duval            4152 OLD MIDDLEBURG             JACKSONVILLE, FL 32210
L      1150              02/12/1981     Duval            1081 US 301                     BALDWIN, FL 32234
L      1153              05/04/1981     Duval            1255 N MAIN STREET              JACKSONVILLE, FL 32206
L      1156              10/09/1981     Orange           3965 SILVER STAR RD             ORLANDO, FL 32808
O      1158      1158    09/17/1981     Duval            1005 EDGEWOOD AVE, S            JACKSONVILLE, FL 32205
L      1159              10/29/1981     Duval            1765 JONES ROAD                 JACKSONVILLE, FL 32220
</TABLE>

                                       16

<PAGE>

Prog - STR005R    *      Store Property Type and Address               Page    2
Date -  4/10/2003 *
Time - 11:05:02   *
*******************

<TABLE>
<CAPTION>
Pr     Store      Old       Open
Tp       #        Cbr       Date           County           Street Address                   City/State/Zip
<S>    <C>       <C>     <C>            <C>              <C>                             <C>
L      1160              12/10/1981     Duval            7603 103RD STREET               JACKSONVILLE, FL 32210
L      1161              11/14/1982     St. Johns        3690 US 1, S                    ST AUGUSTINE, FL 32086
L      1165              03/25/1982     Duval            7079 N MAIN ST                  JACKSONVILLE, FL 32208
L      1167              06/10/1982     Alachua          14225 W NEWBERRY RD             NEWBERRY, FL 32669
L      1168              06/17/1982     Clay             1312 BLANDING BLVD              ORANGE PARK, FL 32065
L      1169              07/02/1982     St. Johns        351 A1A BEACH BLVD              ST AUGUSTINE BEACH, FL 32084
L      1170              10/28/1982     Clay             1300 IDLEWILD AVE               GREEN COVE SPRINGS, FL 32043
O      1172      1172    01/06/1983     Clay             2468 BLANDING BLVD              MIDDLEBURG, FL 32068
L      1174              02/17/1983     Duval            9615 HECKSCHER DR               JACKSONVILLE, FL 32226
L      1176              03/25/1983     St. Johns        8880 A1A SOUTH                  ST AUGUSTINE, FL 32086
L      1177              05/06/1983     Duval            10401 NORMANDY BLVD             JACKSONVILLE, FL 32221
L      1178              06/02/1983     Duval            5700 PHILLIPS HWY               JACKSONVILLE, FL 32216
L      1179              06/09/1983     Duval            11410 OLD ST AUGUSTI            JACKSONVILLE, FL 32258
L      1180              07/21/1983     Duval            8350 BAYMEADOWS RD              JACKSONVILLE, FL 32256
L      1181              08/11/1983     Levy             553 N MAIN ST                   WILLISTON, FL 32696
L      1182              08/18/1983     Levy             349 E NOBLE AVE                 WILLISTON, FL 32696
L      1184              11/03/1983     Orange           2901 US HIGHWAY 441             PLYMOUTH, FL 32768
L      1185              09/16/1983     Duval            770 MCDUFF AVE                  JACKSONVILLE, FL 32254
L      1187              10/13/1983     Duval            1601 PENMAN ROAD                JACKSONVILLE BEACH, FL 32250
O      1195      1195    08/09/1984     Duval            4525 SUNBEAM RD                 JACKSONVILLE, FL 32257
L      1196              08/02/1984     Duval            11531-15 SAN JOSE BL            JACKSONVILLE, FL 32223
L      1198              11/02/1984     Clay             2816 BLANDING BLVD              MIDDLEBURG, FL 32068
L      1200              11/15/1984     Duval            10910 ATLANTIC BLVD             JACKSONVILLE, FL 32225
L      1201              02/14/1985     St. Johns        651 SR 13 N                     JACKSONVILLE, FL 32259
O      1202      1202    03/14/1985     Alachua          14411 N.W. US Highwa            ALACHUA, FL 32615
L      1203              04/18/1985     Orange           14902 E COLONIAL DR             ORLANDO, FL 32826
O      1205      1205    06/13/1985     Osceola          101 BUENAVENTURA BLV            KISSIMMEE, FL 34743
L      1206              05/23/1985     Duval            777 TALLEYRAND AVE              JACKSONVILLE, FL 32202
O      1208      1208    06/20/1985     Duval            5408 MAIN STREET                JACKSONVILLE, FL 32208
L      1210              07/18/1985     Duval            1031 BEACH BLVD                 JACKSONVILLE BEACH, FL 32250
L      1212              10/31/1985     Duval            14801 NORMANDY BLVD             JACKSONVILLE, FL 32234
L      1214              02/13/1986     St. Johns        2525 SR 207                     ST AUGUSTINE, FL 32086
L      1215              04/24/1986     Duval            9901 NEW KINGS RD               JACKSONVILLE, FL 32219
L      1216              05/15/1986     Volusia          880 DELTONA BLVD                DELTONA, FL 32725
L      1218              07/31/1986     Duval            5522 COMMONWEALTH AV            JACKSONVILLE, FL 32254
O      1220      1220    12/04/1986     Alachua          7404 NE WALDO RD                GAINESVILLE, FL 32609
L      1222              11/20/1986     Duval            12453 PHILLIPS HWY              JACKSONVILLE, FL 32256
O      1223      1223    03/12/1987     Alachua          5200 NE WALDO RD                GAINESVILLE, FL 32609
O      1226      1226    02/19/1987     Seminole         7499 SR 427                     SANFORD, FL 32773
O      1227      1227    05/03/1987     Orange           18359 E COLONIAL DR             ORLANDO, FL 32820
O      1228      1228    05/03/1987     Clay             3075 HWY 17                     GREEN COVE SPRINGS, FL 32043
O      1229      1229    05/28/1987     Flagler          4850 E HIGHWAY 100              FLAGLER BEACH, FL 32136
L      1230              06/17/1987     Flagler          1501 ST JOE GRADE               PALM COAST, FL 32137
O      1231      1231    08/06/1987     Duval            3605 ST JOHN'S BLUFF            JACKSONVILLE, FL 32224
O      1233      1233    02/03/1988     Flagler          500 E MOODY STREET              BUNNELL, FL 32110
L      1234              12/22/1987     Volusia          2910 HOWLAND BLVD               DELTONA, FL 32725
L      1235              02/26/1988     Lake             401 US HWY 441                  LADY LAKE, FL 32159
O      1236      1236    02/18/1988     Osceola          4301 13TH STREET                ST CLOUD, FL 34769
O      1237      1237    03/11/1988     Marion           3232 W SILVER SPGS B            OCALA, FL 34475
O      1238      1238    04/21/1988     Marion           14780 NE HWY 315                FT MCCOY, FL 32134
O      1239      1239    04/14/1988     Osceola          1700 N THACKER AVENU            KISSIMMEE, FL 32741
O      1240      1240    04/22/1988     Orange           2438 SHADER ROAD                ORLANDO, FL 32804
</TABLE>

                                       17

<PAGE>

Prog - STR005R    *      Store Property Type and Address               Page    3
Date -  4/10/2003 *
Time - 11:05:02   *
*******************

<TABLE>
<CAPTION>
Pr     Store      Old       Open
Tp       #        Cbr       Date           County           Street Address                   City/State/Zip
<S>    <C>       <C>     <C>            <C>              <C>                             <C>
O      1241      1241    06/15/1988     Orange           6201 EDGEWATER DR               ORLANDO, FL 32810
O      1242      1242    08/25/1988     Marion           17980 N  US HWY 441             ORANGE LAKE, FL 32681
O      1244      1244    07/16/1988     Seminole         2095 COUNTY RD 427 N            LONGWOOD, FL 32750
O      1245      1245    08/18/1988     Duval            202 EDGEWOOD AVE, S             JACKSONVILLE, FL 32254
L      1246              06/15/1988     Duval            10500 PHILLIPS HWY              JACKSONVILLE, FL 32256
L      1247              09/21/1988     Duval            11565 N MAIN ST                 JACKSONVILLE, FL 32218
O      1248      1248    07/31/1988     St. Johns        800 S PONCE DELEON B            ST AUGUSTINE, FL 32084
L      1249              08/04/1988     St. Johns        224 SAN MARCO AVE               ST AUGUSTINE, FL 32084
O      1250      1250    01/12/1989     Duval            5711 BOWDEN ROAD, #1            JACKSONVILLE, FL 32216
O      1251      1251    11/16/1988     Marion           7676 N US HWY 441               OCALA, FL 34475
L      1252              01/05/1989     Duval            10771-0415 BEACH BLV            JACKSONVILLE, FL 32246
O      1253      1253    12/28/1988     Duval            5001 HECKSCHER DR               JACKSONVILLE, FL 32226
L      1254              12/01/1988     Duval            996 ST JOHNS BLUFF R            JACKSONVILLE, FL 32225
L      1255              01/19/1989     St. Johns        2330 SR 16 & I-95               ST AUGUSTINE, FL 32095
O      1256      1256    04/05/1989     Volusia          1712 DOYLE ROAD                 DELTONA, FL 32738
L      1257              02/09/1989     Duval            721 CHAFFEE RD, S               JACKSONVILLE, FL 32221
O      1259      1259    04/20/1989     Marion           12995 N US HWY 441              CITRA, FL 34475
O      1261      1261    06/30/1989     Orange           2986 SILVER STAR RD             ORLANDO, FL 32808
O      1262      1262    10/12/1989     Nassau           2504 NORTH KINGS RD             HILLIARD, FL 32046
O      1263      1263    09/15/1989     Volusia          1380 HOWLAND BLVD               DELTONA, FL 32738
O      1265      1265    01/18/1990     Flagler          1201 PALM HARBOR PKW            PALM COAST, FL 32137
O      1266      1266    02/15/1990     Osceola          1297 SIMPSON RD                 KISSIMMEE, FL 34744
O      1267      1267    04/12/1990     Flagler          #3 KINGSWOOD DR                 PALM COAST, FL 32137
L      1268              09/13/1990     St. Johns        1710 SR 207                     ST AUGUSTINE, FL 32086
L      1269              04/11/1991     Volusia          312 DIRKSEN DRIVE               DEBARY, FL 32725
L      1270              04/04/1991     Duval            10100 GRANITE PLACE             JACKSONVILLE, FL 32226
O      1271      1271    05/24/1991     Volusia          1520 N US 1                     ORMOND BEACH, FL 32174
O      1272      1272    06/27/1991     Volusia          100 US 17-92                    DEBARY, FL 32713
O      1273      1273    08/15/1991     Volusia          2798 ELKCAM BLVD                DELTONA, FL 32738
L      1274              07/03/1991     Osceola          2655 N JOHN YOUNG PK            KISSIMMEE, FL 34741
O      1276      1276    01/16/1992     Orange           808 CHICKASAW TRAIL,            ORLANDO, FL 32825
O      1277      1277    04/16/1992     Seminole         690 W AIRPORT BLVD              SANFORD, FL 32773
O      1278      1278    12/10/1992     Flagler          5484 N OCEANSHORE BL            PALM COAST, FL 32137
O      1279      1279    03/30/1995     St. Johns        2919 COASTAL HWY                ST AUGUSTINE, FL 32095
L      1280              09/03/1992     Duval            9001 SOUTHSIDE BLVD             JACKSONVILLE, FL 32256
L      1281              03/14/1996     Volusia          400 WELCOME CENTER D            DELTONA, FL 32725
L      1282              10/07/1993     Duval            11025 PHILLIPS HWY              JACKSONVILLE, FL 32256
L      1283              08/20/1993     Flagler          191 CYPRESS POINT PK            PALM COAST, FL 32164
L      1284              03/17/1994     Osceola          1400 OSCEOLA PARKWAY            KISSIMMEE, FL 34744
O      1285      1285    12/22/1994     Clay             2816 HENLEY ROAD                GREEN COVE SPRINGS, FL 32043
O      1286      1286    05/11/1995     Citrus           7985 NORTH CITRUS AV            CRYSTAL RIVER, FL 34428
L      1287              11/30/1995     Duval            14641 DUVAL ROAD                JACKSONVILLE, FL 32218
L      1288              06/13/1996     Orange           1500 N WEKIVA SPRING            APOPKA, FL 32712
L      1289              08/15/1996     Duval            12500 BEACH BLVD                JACKSONVILLE, FL 32246
O      1290      1290    08/21/1997     Flagler          890 PALM COAST PKWY             PALM COAST, FL 32137
O      1291      1291    10/17/1996     Brevard          7290 GEORGE T.EDWARD            MELBOURNE, FL 32940
L      1294              01/19/2000     Bradford         312 W. BROWNLEE                 STARKE, FL 32091
L      1295              06/15/2000     Alachua          14300 W NEWBERRY RD             NEWBERRY, FL 32669
L      1296              07/20/2000     Duval            13697 BEACH BLVD                JACKSONVILLE, FL 32224
L      1297              09/28/2000     Clay             5105 CR 218                     MIDDLEBURG, FL 32068
L      1299              02/09/2000     St. Johns        4301 US A1A, SOUTH              ST AUGUSTINE, FL 32084
L      1301              05/02/1998     Alachua          7515 W NEWBERRY ROAD            GAINESVILLE, FL 32606
</TABLE>

                                       18

<PAGE>

Prog - STR005R    *      Store Property Type and Address               Page    4
Date -  4/10/2003 *
Time - 11:05:02   *
*******************

<TABLE>
<CAPTION>
Pr     Store      Old       Open
Tp       #        Cbr       Date           County           Street Address                   City/State/Zip
<S>    <C>       <C>     <C>            <C>              <C>                             <C>
L      1302              05/02/1998     Alachua          3901 SW ARCHER RD               GAINESVILLE, FL 32608
L      1303              05/02/1998     Alachua          2320 SW ARCHER RD               GAINESVILLE, FL 32608
L      1304              05/02/1998     Alachua          5310 NW 13 ST                   GAINESVILLE, FL 32653
O      1305              05/02/1998     Alachua          2300 E UNIVERSITY AV            GAINESVILLE, FL 32609
L      1306              05/02/1998     Alachua          100 COTTONWOOD CENTE            ARCHER, FL 32618
L      1307              05/02/1998     Alachua          20 NE WALDO ROAD                GAINESVILLE, FL 32641
O      1309              05/02/1998     Gilchrist        705 N MAIN ST                   TRENTON, FL 32693
L      1310              05/02/1998     Alachua          4103 SW 43RD ST                 GAINESVILLE, FL 32608
L      1311              05/02/1998     Alachua          9303 NW 39TH AVE                GAINESVILLE, FL 32606
O      1313              04/29/1998     Alachua          4221 NW 16TH BLVD               GAINESVILLE, FL 32605
L      1314              03/31/1998     Alachua          1255 W UNIVERSITY AV            GAINESVILLE, FL 32601
L      1320              09/01/1998     Duval            300 BEACH BLVD                  JACKSONVILLE BEACH, FL 32250
L      1321              09/01/1998     Clay             629 BLANDING BLVD               ORANGE PARK, FL 32073
O      1322              09/01/1998     Baker            340 E MACCLENNY AVE             MACCLENNY, FL 32063
O      1323              09/01/1998     Clay             205 S. LAWRENCE BLVD            KEYSTONE HEIGHTS, FL 32656
L      1401              03/08/2001     Duval            2425 MAYPORT ROAD               ATLANTIC BEACH, FL 32233
L      1998              07/09/1972     St. Johns        140 N SR 13                     JACKSONVILLE, FL 32259
L      2003              01/28/1999     Seminole         4625 W. LAKE MARY BL            LAKE MARY, FL 32746
L      2005              01/28/1999     Brevard          4790 N US1                      MIMS, FL 32754
L      2006              01/28/1999     Putnam           1986 STATE ROAD 20              HAWTHORNE, FL 32640
O      2046              01/28/1999     Volusia          1101 DERBYSHIRE                 HOLLY HILL, FL 32117
O      2049              01/28/1999     Seminole         4140 E SR46                     SANFORD, FL 32771
O      2050              01/28/1999     Volusia          1591 DUNLAWTON AVE              PORT ORANGE, FL 32119
L      2051              01/28/1999     Marion           909 NE 28TH STREET              OCALA, FL 34470
O      2053              01/28/1999     Putnam           1171 HIGHWAY 17S                SATSUMA, FL 32189
L      2054              01/28/1999     Putnam           2110 HIGHWAY 17S                CRESCENT CITY, FL 32112
O      2072              01/28/1999     Volusia          239 N. CENTER STREET            PIERSON, FL 32180
O      2074              01/28/1999     Volusia          2123 INTERNATIONAL S            DELAND, FL 32724
O      2102              01/28/1999     Volusia          2185 W. STATE ROAD 4            DELAND, FL 32720
O      2103              01/28/1999     Orange           10 E. SILVER STAR RO            OCOEE, FL 34761
O      2104              01/28/1999     Volusia          1058 N. US 1                    ORMOND BEACH, FL 32174
O      2105              01/28/1999     Marion           13873 S.E. HIGHWAY 4            WEIRSDALE, FL 32195
O      2106              01/28/1999     Orange           8299 SILVER STAR ROA            ORLANDO, FL 32818
O      2107              01/28/1999     Putnam           551 S. SUMMIT STREET            CRESCENT CITY, FL 32112
O      2108              01/28/1999     Lake             1525 US HWY 27                  CLERMONT, FL 34711
L      2109              01/28/1999     Putnam           1205 S STATE ROAD 19            PALATKA, FL 32177
O      2110              01/28/1999     Seminole         5690 WEST SR 46                 SANFORD, FL 32771
O      2111              01/28/1999     Brevard          6004 US HIGHWAY 1               SCOTTSMOOR, FL 32775
L      2112              01/28/1999     Clay             101 WEST WALKER DRIV            KEYSTONE HEIGHTS, FL 32656
O      2114              01/28/1999     Lake             810 US HWY 27                   MINNEOLA, FL 34755
O      2115              01/28/1999     Volusia          1099 W.INT'L SPEEDWA            DELAND, FL 32720
O      2116              01/28/1999     Orange           17503 W SR 50                   OAKLAND, FL 34760
O      2117              01/28/1999     Putnam           241 S. HIGHWAY 17               EAST PALATKA, FL 32131
O      2118              01/28/1999     Lake             24425 SR 44                     EUSTIS, FL 32736
O      2119              01/28/1999     Citrus           8486 N. CARL G. ROSE            HERNANDO, FL 34442
O      2120              01/28/1999     Marion           14870 S US HIGHWAY 4            SUMMERFIELD, FL 34491
O      2122              04/22/1999     Marion           3550 N US HIGHWAY 44            OCALA, FL 34475
O      2123              01/28/1999     Marion           6155 SW HIGHWAY 200             OCALA, FL 34476
O      2125              02/04/1999     Polk             45489 US HWY 27                 DAVENPORT, FL 33837
O      2157              01/28/1999     Putnam           1140 CR 309                     WELAKA, FL 32193
L      2183              01/28/1999     Seminole         5700 REDBUG LAKE ROA            WINTER SPRINGS, FL 32707
O      2184              01/28/1999     Volusia          1022 E. NEW YORK AVE            DELAND, FL 32724
</TABLE>

                                       19

<PAGE>

Prog - STR005R    *      Store Property Type and Address               Page    5
Date -  4/10/2003 *
Time - 11:05:02   *
*******************

<TABLE>
<CAPTION>
Pr     Store      Old       Open
Tp       #        Cbr       Date           County           Street Address                   City/State/Zip
<S>    <C>       <C>     <C>            <C>              <C>                             <C>
O      2207              01/28/1999     Orange           12390 E. COLONIAL DR            ORLANDO, FL 32826
O      2209              01/28/1999     Polk             101 POLO PARK BLVD E            DAVENPORT, FL 33837
L      2233              01/28/1999     Putnam           1136 SR 20                      INTERLACHEN, FL 32148
O      2234              01/28/1999     Volusia          1701 N. VOLUSIA AVE             ORANGE CITY, FL 32763
O      2235              01/28/1999     Putnam           624 S STATE ROAD 19             PALATKA, FL 32177
O      2236              01/28/1999     Brevard          2498 TURPENTINE RD              MIMS, FL 32754
O      2258              01/28/1999     Volusia          1717 S US 17                    BARBERVILLE, FL 32105
O      2271              01/28/1999     Volusia          1695 N. US 17                   SEVILLE, FL 32190
L      2272              01/28/1999     Putnam           1140 CR 309                     CRESCENT CITY, FL 32112
L      2290              01/28/1999     Lake             19516 E SR 44                   EUSTIS, FL 32726
O      2291              01/28/1999     St. Johns        6750 US1 SOUTH                  ST AUGUSTINE, FL 32086
O      2292              01/28/1999     Lake             7609 US 441                     LEESBURG, FL 34748
L      2298              01/28/1999     St. Johns        6573 A1A SOUTH                  ST AUGUSTINE, FL 32084
O      2307              01/28/1999     Putnam           131 SR 207                      EAST PALATKA, FL 32131
O      2314              01/28/1999     Marion           10143 SE SUNSET HARB            SUMMERFIELD, FL 34491
L      2318              01/28/1999     Marion           14990 NW HIGHWAY 225            FAIRFIELD, FL 32634
L      2319              01/28/1999     Marion           4899 NE JACKSONVILLE            OCALA, FL 34479
O      2321              01/28/1999     Marion           13002 NE JACKSONVILL            SPARR, FL 32192
O      2322              01/28/1999     Marion           15877 E HWY 40                  SILVER SPRINGS, FL 34488
O      2326              01/28/1999     Marion           12475 NW GAINESVILLE            LOWELL, FL 32663
O      2328              01/28/1999     Marion           1940 SE 58TH AVENUE             OCALA, FL 34471
O      2329              01/28/1999     Putnam           902 SR 20                       INTERLACHEN, FL 32148
O      2330              01/28/1999     Marion           6000 W SR 40                    OCALA, FL 34482
O      2332              01/28/1999     Lake             10030 CR 44                     LEESBURG, FL 34788
O      2334              01/28/1999     Orange           4914 ROCK SPRINGS RO            APOPKA, FL 32712
L      2356              01/28/1999     Bradford         1701 S. WATER STREET            STARKE, FL 32091
L      2357              01/28/1999     Bradford         19499 NW SR 16                  STARKE, FL 32091
L      2398              01/28/1999     Volusia          431 N. ATLANTIC AVE             DAYTONA BEACH, FL 32118
O      2403              01/28/1999     Lake             23932 SR46 (SORRENTO            SORRENTO, FL 32776
O      2404              01/28/1999     Orange           1252 S. APOPKA BLVD             APOPKA, FL 32703
O      2405              01/28/1999     Marion           225 NE 28TH AVE                 OCALA, FL 34471
O      2406              01/28/1999     Seminole         4181 ORANGE BLVD                LAKE MONROE, FL 32747
L      2407              01/28/1999     Lake             933 HIGHWAY 448                 TAVARES, FL 32778
O      2408              01/28/1999     Volusia          3930 SR 44                      NEW SMYRNA BEACH, FL 32168
O      2416              01/28/1999     Alachua          6905 NE HWY 301                 HAWTHORNE, FL 32640
O      2419              01/28/1999     Volusia          446 S LAKEVIEW DRIVE            LAKE HELEN, FL 32744
O      2426              01/28/1999     Putnam           519 N. SUMMIT STREET            CRESCENT CITY, FL 32112
L      2427              01/28/1999     Bradford         23039 NW SR 16                  STARKE, FL 32091
L      2428              01/28/1999     Putnam           643 N. HIGHWAY 17               PALATKA, FL 32177
L      2429              01/28/1999     Volusia          2600 N. DIXIE FREEWA            NEW SMYRNA BEACH, FL 32168
O      2430              01/28/1999     Volusia          905 S SPRING GARDEN             DELAND, FL 32720
L      2432              01/28/1999     Union            585 SW 6TH STREET               LAKE BUTLER, FL 32054
L      2478              01/28/1999     Putnam           1420 HWY 20                     INTERLACHEN, FL 32148
O      2483              01/28/1999     Seminole         905 SR 434                      ALTAMONTE SPRINGS, FL 32714
L      2485              01/28/1999     Seminole         303 E. 25TH STREET              SANFORD, FL 32771
L      2501              01/28/1999     Lake             42404 STATE ROAD 19             ALTONA, FL 32702
O      2502              01/28/1999     Seminole         1000 LOCWOOD ROAD               OVIEDO, FL 32765
O      2503              01/28/1999     Lake             2101 SR 19                      TAVARES, FL 32778
O      2504              01/28/1999     Orange           10001 LAKE UNDERHILL            ORLANDO, FL 32825
O      2505              01/28/1999     Volusia          399 S US 17/92                  DEBARY, FL 32713
O      2525              01/28/1999     Volusia          1805 S. RIDGEWOOD AV            EDGEWATER, FL 32132
L      2527              01/28/1999     Orange           347 N. THOMPSON ROAD            APOPKA, FL 32703
</TABLE>

                                       20

<PAGE>

Prog - STR005R    *      Store Property Type and Address               Page    6
Date -  4/10/2003 *
Time - 11:05:02   *
*******************

<TABLE>
<CAPTION>
Pr     Store      Old       Open
Tp       #        Cbr       Date           County           Street Address                   City/State/Zip
<S>    <C>       <C>     <C>            <C>              <C>                             <C>
L      2548              01/28/1999     Bradford         11735 SW SR 231                 BROOKER, FL 32622
O      2574              01/28/1999     Volusia          1520 SR 40                      ORMOND BEACH, FL 32174
O      2575              01/28/1999     Lake             100 MILLER STREET               FRUITLAND PARK, FL 34731
O      2576              01/28/1999     St. Johns        1115 A1A BEACH BLVD             ST AUGUSTINE BEACH, FL 32084
L      2577              01/28/1999     Putnam           1119 SR 100                     FLORAHOME, FL 32140
L      2612              01/28/1999     Volusia          2495 TOMOKA FARMS RD            PORT ORANGE, FL 32124
L      2613              01/28/1999     Volusia          2497 S. WOODLAND BLV            DELAND, FL 32720
L      2643              01/28/1999     Putnam           3300 CRILL AVENUE               PALATKA, FL 32177
L      2645              01/28/1999     Volusia          2590 OLD NEW YORK AV            DELAND, FL 32720
O      2655              01/28/1999     Seminole         135 E. SR 46                    GENEVA, FL 32732
L      2759              01/28/1999     Seminole         691 HUNT CLUB BLVD              LONGWOOD, FL 32779
O      2777              01/28/1999     Putnam           1777 HIGHWAY 17S                POMONA PARK, FL 32181
O      2798              01/28/1999     Lake             2999 W. MAIN STREET             LEESBURG, FL 34748
L      2799              01/28/1999     Lake             25615 SR 46                     SORRENTO, FL 32776
O      2800              01/28/1999     Lake             8049 SR 48                      YALAHA, FL 34797
O      2802              01/28/1999     Putnam           2803 SILVER LAKE DRI            PALATKA, FL 32177
L      2803              01/28/1999     Putnam           1900 ST JOHNS AVENUE            PALATKA, FL 32177
O      2804              01/28/1999     Lake             391 N. CENTRAL AVENU            UMATILLA, FL 32784
O      2805              01/28/1999     Orange           400 FRANKLIN STREET             OCOEE, FL 34761
O      2806              01/28/1999     Volusia          320 N. SR 415                   OSTEEN, FL 32764
L      2842              01/28/1999     Union            SR121/SR229                     RAIFORD, FL 32083
L      2844              01/28/1999     Orange           1810 ROCK SPRINGS RO            APOPKA, FL 32712
L      2846              01/28/1999     Volusia          1380 SR 40 W                    BARBERVILLE, FL 32105
L      2856              01/28/1999     Marion           24282 NE HWY 315 (FT            ORANGE SPRINGS, FL 32182
L      2901              01/28/1999     Marion           7590 E. HWY 25                  BELLEVIEW, FL 34420
L      2902              01/28/1999     Marion           6961 N US HWY 441               OCALA, FL 34475
L      2903              01/28/1999     Sumter           9985 N. US 301                  WILDWOOD, FL 34785
O      2904              01/28/1999     Volusia          2095 E SR 44                    DELAND, FL 32724
L      2907              01/28/1999     Marion           5160 S. PINE AVENUE             OCALA, FL 34480
O      2908              01/28/1999     Marion           8664 SW 103RD STREET            OCALA, FL 34481
O      2910              01/28/1999     Volusia          601 BEVILLE ROAD                S. DAYTONA, FL 32119
L      2911              01/28/1999     Bradford         5754 NAVARRE AVENUE             HAMPTON, FL 32112
O      6009              04/14/1983     Putnam           400 SR 26                       MELROSE, FL 32666
L      6013              09/01/1969     Clay             5341 HIGHWAY 17                 GREEN COVE SPRINGS, FL 32043
L      6015              06/01/1970     Putnam           7450 CRILL AVENUE               PALATKA, FL 32177
L      6016              08/01/1970     Clay             1890 KINGSLEY AVE               ORANGE PARK, FL 32073
O      6019              09/28/1983     Clay             2000 STATE ROAD 16W             GREEN COVE SPRINGS, FL 32043
O      6020              08/29/1971     Nassau           1015 ATLANTIC BLVD              FERNANDINA BEACH, FL 32034
L      6030              09/21/1983     Duval            1403 N 3RD STREET               JACKSONVILLE BEACH, FL 32250
L      6031              07/08/1982     Duval            773 ATLANTIC BLVD               ATLANTIC BEACH, FL 32233
L      6032              01/25/1973     Duval            11325 W BEAVER ST               JACKSONVILLE, FL 32220
O      6034              04/14/1973     Clay             102 SUZANNE AVE                 ORANGE PARK, FL 32073
L      6036              03/03/1973     Putnam           310 S CR 21                     HAWTHORNE, FL 32640
O      6038      38      04/23/1985     Duval            7992 NORMANDY BLVD              JACKSONVILLE, FL 32221
O      6039      39      08/11/1983     Duval            4024 SOUTHSIDE BLVD             JACKSONVILLE, FL 32216
L      6041              08/04/1973     Nassau           2052 S KINGS RD                 CALLAHAN, FL 32097
O      6042      42      06/22/1973     Clay             2584 SR 220                     DOCTORS INLET, FL 32030
L      6049              05/10/1974     Duval            2511 NEW BERLIN RD              JACKSONVILLE, FL 32226
O      6051      51      10/10/1985     Bradford         2652 S E STATE RD 21            MELROSE, FL 32666
L      6056              03/01/1975     Nassau           2734 LEM TURNER RD              CALLAHAN, FL 32011
O      6058      58      05/14/1975     Alachua          5420 W SR 235 (P.O.             LACROSSE, FL 32658
O      6059      59      07/03/1975     Alachua          1516 SE 4TH ST                  GAINESVILLE, FL 32641
</TABLE>

                                       21

<PAGE>

Prog - STR005R    *      Store Property Type and Address               Page    7
Date -  4/10/2003 *
Time - 11:05:02   *
*******************

<TABLE>
<CAPTION>
Pr     Store      Old       Open
Tp       #        Cbr       Date           County           Street Address                   City/State/Zip
<S>    <C>       <C>     <C>            <C>              <C>                             <C>
L      6065              02/03/1976     Clay             3895 OLD JENNINGS RD            MIDDLEBURG, FL 32068
L      6066              02/12/1976     Alachua          101 NW US 441                   MICANOPY, FL 32667
L      6068              04/01/1976     Putnam           708 HWY 20, #A/BOX 3            HOLLISTER, FL 32147
L      6069              04/30/1976     Putnam           882 W RIVER ROAD                PALATKA, FL 32177
O      6070       70     06/24/1976     Marion           16991 EAST HIGHWAY 4            SILVER SPRINGS, FL 34488
L      6071              07/02/1976     Duval            6405 BLANDING BLVD              JACKSONVILLE, FL 32244
O      6073       73     10/21/1976     Duval            8181 103RD ST                   JACKSONVILLE, FL 32210
L      6075              07/31/1980     St. Johns        158 A1A N                       PONTE VEDRA BEACH, FL 32082
L      6076              01/13/1977     Duval            2733 STARRETT RD                JACKSONVILLE, FL 32226
L      6078              06/30/1977     Clay             4305 HIGHWAY 17                 ORANGE PARK, FL 32073
O      6079       79     07/14/1977     Lake             24421 SR 40/BOX 336             ASTOR, FL 32102
L      6080              07/13/1983     Duval            7211 103RD ST                   JACKSONVILLE, FL 32210
O      6081       81     07/22/1977     Volusia          4622 S CLYDE MORRIS             PORT ORANGE, FL 32119
O      6082       82     08/12/1977     Volusia          1379 BEVILLE RD                 DAYTONA BEACH, FL 32119
L      6083              10/17/1977     Volusia          201 N MAIN                      DAYTONA BEACH, FL 32118
O      6084       84     01/20/1978     St. Johns        1790 SR 13                      JACKSONVILLE, FL 32259
L      6086              11/22/1977     Brevard          1500 SINGLETON AVE N            TITUSVILLE, FL 32796
L      6087              11/03/1977     Brevard          2455 N WICKHAM RD               MELBOURNE, FL 32935
L      6088              11/17/1977     Nassau           541519 US HIGHWAY 1             HILLIARD, FL 32046
L      6090              10/27/1977     Duval            1012-5 MARGARET ST              JACKSONVILLE, FL 32204
L      6092              12/15/1977     Brevard          150 NEWFOUND HARBOR             MERRITT ISLAND, FL 32952
L      6093              04/06/1978     Brevard          255 OCEAN BLVD                  SATELLITE BEACH, FL 32937
O      6094       94     03/23/1978     Brevard          3164 MAIN ST, W                 MIMS, FL 32754
L      6095              03/02/1978     Nassau           718 SOUTH U.S.HWY 17            YULEE, FL 32097
L      6099              05/02/1978     St. Johns        123 KINGS ST                    ST AUGUSTINE, FL 32084
L      6100              04/05/1984     Clay             1690 WELLS RD                   ORANGE PARK, FL 32073
L      6101              06/13/1978     Duval            13967 MOUNT PLEASANT            JACKSONVILLE, FL 32225
L      6102              07/25/1978     St. Johns        905 SR 207                      ST AUGUSTINE, FL 32086
L      6104              05/17/1979     Orange           1419 NORTH DEAN ROAD            ORLANDO, FL 32825
L      6107              05/29/1978     Citrus           6241 W  CARDINAL ST             HOMOSASSA SPRINGS, FL 34446
L      6109      109     10/12/1978     Nassau           3657 S KINGS HIGHWAY            CALLAHAN, FL 32011
L      6111              08/26/1978     Citrus           1943 NW HWY 19                  CRYSTAL RIVER, FL 34428
O      6116      116     12/19/1978     Duval            13434 ST AUGUSTINE R            JACKSONVILLE, FL 32258
O      6118      118     08/04/1981     St. Johns        2800 US 1, S                    ST AUGUSTINE, FL 32086
O      6120      120     09/13/1979     Pasco            15434 HWY 19, N                 HUDSON, FL 34667
L      6122              08/02/1979     Clay             2682 BLANDING BLVD              MIDDLEBURG, FL 32068
L      6125              01/11/1980     Volusia          4036 S NOVA RD                  PORT ORANGE, FL 32127
O      6128      128     04/10/1980     Brevard          6155 N COURTENAY                MERRITT ISLAND, FL 32953
O      6130      130     01/31/1980     Duval            8838 ATLANTIC BLVD              JACKSONVILLE, FL 32211
O      6131      131     03/06/1980     Brevard          4001 N WICKHAM RD               MELBOURNE, FL 32935
L      6132              03/27/1980     Brevard          1823 KNOX MCRAE DR              TITUSVILLE, FL 32780
L      6134              03/25/1980     Pasco            17346 SHADY HILLS RD            SPRING HILL, FL 34610
L      6136              03/24/1980     Pasco            17943 US 41                     SPRING HILL, FL 34610
L      6137              12/03/1980     Orange           4490 S SEMORAN                  ORLANDO, FL 32822
L      6142              04/08/1981     Brevard          5881 BABCOCK ST NE              PALM BAY, FL 32907
O      6145      145     01/13/1982     Brevard          7175 HWY 1 N                    COCOA, FL 32927
L      6146      146     01/21/1982     Alachua          3525 SW 34TH ST                 GAINESVILLE, FL 32608
L      6147              03/18/1982     Duval            6003-5 ROOSEVELT BLV            JACKSONVILLE, FL 32244
O      6149      149     06/10/1982     Brevard          701 S PARK AVENUE               TITUSVILLE, FL 32780
O      6150      150     05/05/1982     Volusia          2460 OCEAN SHORE BLV            ORMOND BEACH, FL 32176
O      6152      152     05/19/1982     Duval            1092 S MCDUFF AVENUE            JACKSONVILLE, FL 32205
O      6155      155     11/18/1982     Orange           4252 S ORANGE BLOSSO            ORLANDO, FL 32839
</TABLE>

                                       22

<PAGE>

Prog - STR005R    *      Store Property Type and Address               Page    8
Date -  4/10/2003 *
Time - 11:05:02   *
*******************

<TABLE>
<CAPTION>
Pr     Store      Old       Open
Tp       #        Cbr       Date           County           Street Address                   City/State/Zip
<S>    <C>       <C>     <C>            <C>              <C>                             <C>
O      6156      156     01/05/1983     Brevard          3990 LAKE DRIVE                 COCOA, FL 32926
O      6157      157     01/20/1983     Orange           808 S PARK AVENUE               APOPKA, FL 32703
O      6158      158     01/27/1983     Nassau           1403 LEWIS STREET               FERNANDINA BEACH, FL 32034
O      6159      159     01/13/1983     Duval            8804 LONE STAR RD               JACKSONVILLE, FL 32211
O      6160      160     03/09/1983     Duval            1310 S 3RD ST                   JACKSONVILLE BEACH, FL 32250
O      6161      161     03/17/1983     Alachua          45 SW 250TH ST                  NEWBERRY, FL 32669
L      6162              03/31/1983     Alachua          7302 SW ARCHER RD               GAINESVILLE, FL 32608
O      6163      163     08/10/1983     Duval            1001 N LANE AVENUE              JACKSONVILLE, FL 32254
L      6164              05/11/1983     Duval            13550 ATLANTIC BLVD             JACKSONVILLE, FL 32225
O      6165      165     05/04/1983     Orange           11205 S ORG BLOSSOM             ORLANDO, FL 32837
O      6166      166     07/21/1983     Brevard          1709 N HARBOR CITY B            MELBOURNE, FL 32935
O      6167      167     09/18/1983     Volusia          1150 OCEAN SHORE BLV            ORMOND BEACH, FL 32176
O      6168      168     10/13/1983     Volusia          2625 BEVILLE RD                 DAYTONA BEACH, FL 32119
O      6169      169     01/04/1984     Duval            14376 BEACH BLVD                JACKSONVILLE, FL 32224
L      6173              06/18/1984     Duval            7911 BLANDING BLVD              JACKSONVILLE, FL 32244
O      6175      175     05/12/1983     Baker            584 SIXTH ST                    MACCLENNY, FL 32063
L      6177              10/10/1984     Marion           4750 S US HIGHWAY 41            DUNNELLON, FL 34432
L      6179              01/26/1984     St. Johns        4205 US 1, S                    ST AUGUSTINE, FL 32086
L      6180              03/22/1984     St. Johns        1925 SR 312                     ST AUGUSTINE, FL 32084
L      6182              02/22/1984     Duval            12020 FT CAROLINE RD            JACKSONVILLE, FL 32225
O      6183      183     11/10/1983     Citrus           743 HIGHWAY 41 SOUTH            INVERNESS, FL 34450
L      6184              03/01/1984     Citrus           2275 S SUN COAST BLV            HOMOSASSA, FL 34448
L      6185              02/15/1984     Brevard          6801 HIGHWAY 1 N                COCOA, FL 32927
L      6186              06/13/1984     Duval            5111 BAYMEADOWS RD              JACKSONVILLE, FL 32217
L      6188              03/28/1984     Duval            1003 N EDGEWOOD AVEN            JACKSONVILLE, FL 32254
L      6189              05/16/1984     Orange           7661 MAGNOLIA HOMES             ORLANDO, FL 32810
L      6190              08/08/1984     Duval            14003 BEACH BLVD                JACKSONVILLE, FL 32250
L      6194              07/25/1984     Alachua          3907 NW 13TH ST                 GAINESVILLE, FL 32609
O      6195      195     11/29/1984     Pasco            6226 ROWAN RD                   NEW PORT RICHEY, FL 34653
L      6196              11/15/1984     Duval            8820 W 103RD ST                 JACKSONVILLE, FL 32210
L      6198              02/08/1985     Duval            6621 ARYGLE FOREST B            JACKSONVILLE, FL 32244
L      6199              02/08/1985     Duval            2952 DUNN AVENUE                JACKSONVILLE, FL 32218
L      6207              02/08/1984     Duval            5946 NEW KINGS RD               JACKSONVILLE, FL 32209
O      6210      210     03/07/1985     Brevard          1060 EMERSON DR NE              PALM BAY, FL 32907
L      6211              08/06/1984     Clay             8090 SR 100                     KEYSTONE HEIGHTS, FL 32656
L      6212              08/24/1984     Volusia          31 INLET HARBOR RD              PONCE INLET, FL 32127
L      6216              08/27/1984     Polk             123 W BAY ST                    DAVENPORT, FL 33837
L      6219              08/27/1984     Polk             207 SR 17                       LAKE HAMILTON, FL 33851
L      6220              08/27/1984     Polk             14581 US HWY 27                 LAKE WALES, FL 33853
L      6224              08/27/1984     Polk             3044 HWY 60                     LAKE WALES, FL 33853
L      6226              01/10/1985     Duval            9551 BAYMEADOWS RD              JACKSONVILLE, FL 32256
L      6228              03/27/1985     Brevard          4775-1 FAY BLVD                 COCOA, FL 32927
O      6229      229     12/19/1985     Brevard          2595 EMERSON DRIVE              PALM BAY, FL 32909
O      6230      230     04/03/1985     Duval            9509 SAN JOSE BLVD              JACKSONVILLE, FL 32257
L      6231              01/07/1985     Alachua          926 W UNIVERSITY AVE            GAINESVILLE, FL 32601
L      6233              03/21/1985     Lake             2754 E SR 44                    EUSTIS, FL 32726
L      6234              04/11/1985     Clay             3137 SR 220                     MIDDLEBURG, FL 32068
O      6236      236     08/07/1985     Duval            1209 MONUMENT RD                JACKSONVILLE, FL 32225
L      6244              05/01/1985     Duval            3220 BELFORT ROAD               JACKSONVILLE, FL 32216
L      6247              05/01/1985     Duval            2688 OLD MIDDLEBURG             JACKSONVILLE, FL 32210
O      6249      249     05/01/1985     St. Johns        70 MASTERS DRIVE                ST AUGUSTINE, FL 32095
L      6261              05/01/1985     Duval            6630 BEACH BLVD                 JACKSONVILLE, FL 32216
</TABLE>

                                       23

<PAGE>

Prog - STR005R    *      Store Property Type and Address              Page    9
Date -  4/10/2003 *
Time - 11:05:02   *
*******************

<TABLE>
<CAPTION>
Pr     Store      Old       Open
Tp       #        Cbr       Date           County           Street Address                   City/State/Zip
<S>    <C>       <C>     <C>            <C>              <C>                             <C>
O      6262      262     07/17/1985     Nassau           3331 S FLETCHER AVE             FERNANDINA BEACH, FL 32034
L      6263              08/21/1985     St. Johns        4540 US 1, N                    ST AUGUSTINE, FL 32095
L      6264              01/08/1986     Lake             126 N US HWY 27/441             LADY LAKE, FL 32159
L      6265              05/02/1986     Alachua          15089 N.W. US HIGHWA            ALACHUA, FL 32615
O      6267      267     11/07/1985     Clay             338 COLLEGE DR                  ORANGE PARK, FL 32065
L      6268              12/21/1985     Volusia          5886 S RIDGEWOOD AVE            PORT ORANGE, FL 32127
L      6270              04/17/1986     Alachua          4030 SW 13TH ST                 GAINESVILLE, FL 32608
O      6271      271     05/08/1986     Duval            4815 SAN PABLO RD               JACKSONVILLE, FL 32224
O      6272      272     01/22/1986     Putnam           543 SOUTH HWY 17                SAN MATEO, FL 32187
O      6273      273     02/13/1986     Duval            1839 8TH ST, E                  JACKSONVILLE, FL 32206
O      6274      274     06/04/1986     Levy             4 HIGHWAY 19 SOUTH              INGLIS, FL 34449
L      6276              04/24/1986     St. Johns        125 SR 207                      ST AUGUSTINE, FL 32095
O      6278      278     07/11/1986     St. Johns        8796 E CHURCH ST                HASTINGS, FL 32145
O      6279      279     03/13/1987     Citrus           6296 W GULF TO LAKE             CRYSTAL RIVER, FL 34429
O      6282      282     04/23/1987     Seminole         495 PEARL LAKE CAUSE            ALTAMONTE SPRINGS, FL 32714
O      6283      283     09/11/1986     Pasco            6618 EMBASSY BLVD               PORT RICHEY, FL 34668
O      6284      284     05/15/1986     Nassau           1484 NASSAUVILLE RD             FERNANDINA BEACH, FL 32034
O      6285      285     10/09/1986     Duval            2615 ST JOHNS BLUFF             JACKSONVILLE, FL 32246
O      6286      286     06/06/1986     Clay             4486 CR 218, W                  MIDDLEBURG, FL 32068
O      6288      288     03/05/1987     Hernando         999 NORTH BROAD STRE            BROOKSVILLE, FL 34610
O      6289      289     05/13/1987     Putnam           744 S HWY 17                    SATSUMA, FL 32189
O      6290      290     08/15/1986     Clay             3128 BLANDING BLVD              MIDDLEBURG, FL 32068
L      6291              01/08/1987     Pasco            3514 GRAND BLVD                 NEW PORT RICHEY, FL 34652
L      6292              10/03/1990     Brevard          6375 MINTON ROAD, NE            PALM BAY, FL 32907
O      6293      293     11/21/1986     Duval            4129 SPORTMAN'S CLUB            JACKSONVILLE, FL 32219
O      6294      294     11/14/1986     Orange           1515 WURST RD                   OCOEE, FL 34761
O      6295      295     01/16/1987     Clay             1091 BLANDING BLVD              ORANGE PARK, FL 32065
O      6296      296     01/28/1987     Duval            636 S MCDUFF AVE                JACKSONVILLE, FL 32205
O      6298      298     01/23/1987     Lake             451 W MYERS                     MASCOTTE, FL 32753
O      6299      299     02/19/1987     Duval            8496 BLANDING BLVD              JACKSONVILLE, FL 32244
L      6501              10/02/1986     Clay             6935 HWY 17                     GREEN COVE SPRINGS, FL 32043
L      6502              10/02/1986     Clay             1517 IDLEWILD AVE               GREEN COVE SPRINGS, FL 32043
O      6504      504     10/23/1986     Volusia          807 INDIAN RIVER BLV            EDGEWATER, FL 32132
L      6505              12/17/1986     Duval            3550 UNIVERSITY BLVD            JACKSONVILLE, FL 32277
L      6508              05/20/1987     Clay             6835 SR 21                      KEYSTONE HEIGHTS, FL 32656
O      6510      510     06/10/1987     Clay             486 BLANDING BLVD               ORANGE PARK, FL 32073
O      6511      511     07/01/1987     Volusia          799 BILL FRANCE DRIV            DAYTONA BEACH, FL 32114
O      6512      512     09/25/1987     Hernando         13075 SPRINGHILL DRI            SPRING HILL, FL 34609
O      6513      513     09/11/1987     Brevard          900 MALABAR ROAD, SW            PALM BAY, FL 32907
O      6515      515     10/14/1987     Duval            5703 TIMUQUANA RD               JACKSONVILLE, FL 32210
O      6516      516     03/10/1988     Pasco            13703 HWY 19                    HUDSON, FL 34667
O      6517      517     09/18/1987     Duval            3051 MONUMENT RD                JACKSONVILLE, FL 32225
O      6518      518     02/18/1988     Duval            8735 N KINGS RD                 JACKSONVILLE, FL 32219
O      6519      519     12/16/1987     Clay             804 BLANDING BLVD               ORANGE PARK, FL 32065
L      6521              02/04/1988     Duval            10870 HARTS RD                  JACKSONVILLE, FL 32218
L      6522              05/20/1988     Seminole         20 E MITCHELL HAMMOC            OVIEDO, FL 32765
L      6523              03/09/1988     Duval            8840 PHILLIPS HWY               JACKSONVILLE, FL 32256
O      6524      524     01/19/1989     Marion           3873 SW COLLEGE RD              OCALA, FL 34474
L      6525              10/14/1987     Orange           5051 GATEWAY AVE                ORLANDO, FL 32821
L      6526              07/21/1988     Brevard          1990 MICHIGAN AVE               COCOA, FL 32922
O      6527      527     05/31/1989     Alachua          9404 NW 39TH AVENUE             GAINESVILLE, FL 32606
O      6528      528     11/09/1989     Brevard          748 PALM BAY RD, NE             PALM BAY, FL 32905
</TABLE>

                                       24

<PAGE>

Prog - STR005R    *      Store Property Type and Address              Page   10
Date -  4/10/2003 *
Time - 11:05:02   *
*******************

<TABLE>
<CAPTION>
Pr     Store      Old       Open
Tp       #        Cbr       Date           County           Street Address                   City/State/Zip
<S>    <C>       <C>     <C>            <C>              <C>                             <C>
L      6530              07/14/1988     Duval            4429 BLANDING BLVD              JACKSONVILLE, FL 32210
L      6531              04/14/1988     Duval            2775-10 MAYPORT RD              JACKSONVILLE, FL 32233
O      6532      532     02/22/1989     Orange           9988 S ORANGE AVE               ORLANDO, FL 32824
O      6534      534     03/01/1989     Duval            4856 PARK STREET                JACKSONVILLE, FL 32205
O      6535      535     09/30/1988     Alachua          2152 NW 39TH AVE                GAINESVILLE, FL 32605
L      6536              07/11/1989     Duval            12405 N MAIN ST                 JACKSONVILLE, FL 32218
O      6537      537     03/25/1991     Putnam           720 S STATE ROAD 19             PALATKA, FL 32177
L      6538              07/13/1989     Osceola          3302 W COLUMBIA                 KISSIMMEE, FL 34741
L      6539              10/17/1989     Hillsborou       14611 BRUCE B DOWNS             TAMPA, FL 33613
L      6541              02/14/1990     Hillsborou       10106 MCMULLEN DRIVE            RIVERVIEW, FL 33569
O      6542      542     01/17/1991     Brevard          3088 HARBOR CITY BLV            MELBOURNE, FL 32935
L      6544              10/23/1991     Hillsborou       6005 BIG BEND RD                GIBSONTON, FL 33534
L      6547              10/16/1991     Polk             1013 E HINSON AVENUE            HAINES CITY, FL 33844
O      6548      548     11/20/1991     Clay             695 KINGSLEY AVE                ORANGE PARK, FL 32073
O      6549      549     01/30/1992     Brevard          2200 S FISKE BOULEVA            ROCKLEDGE, FL 32955
O      3255              07/22/1999     Richmond         3477 WRIGHTSBORO RD             AUGUSTA, GA 30909
L      3258              07/22/1999     Richmond         2459 WINDSOR SPRING             AUGUSTA, GA 30906
L      3261              07/22/1999     Richmond         3011 WASHINGTON ROAD            AUGUSTA, GA 30907
L      3262              07/22/1999     Richmond         3434 WRIGHTSBORO ROA            AUGUSTA, GA 30909
L      3263              07/22/1999     Richmond         4101 WINDSOR SPRING             HEPHZIBAH, GA 30815
L      3264              07/22/1999     Richmond         2822 PEACH ORCHARD R            AUGUSTA, GA 30907
O      3265              07/22/1999     Columbia         440 SOUTH BELAIR RD             AUGUSTA, GA 30909
L      3266              07/22/1999     Richmond         3003 DEANS BRIDGE RO            AUGUSTA, GA 30906
L      3270              07/22/1999     Richmond         1494 JONES STREET               AUGUSTA, GA 30901
L      3275              07/22/1999     Richmond         3333 WASHINGTON RD              MARTINEZ, GA 30907
L      3304              11/11/1999     Hall             2640 DAWSONVILLE HWY            GAINESVILLE, GA 30501
L      3305              11/11/1999     Hall             937 QUEEN CITY PARKW            GAINESVILLE, GA 30501
L      3306              11/11/1999     Hall             1724 ATLANTA HWY                GAINESVILLE, GA 30504
L      3307              11/11/1999     Hall             1261 THOMPSON BRIDGE            GAINESVILLE, GA 30501
L      3308              11/11/1999     Hall             615 E E BUTLER ST               GAINESVILLE, GA 30501
L      3309              11/11/1999     Hall             3471 MUNDY MILL RD              OAKWOOD, GA 30542
L      3310              11/11/1999     Habersham        1007 NORTH WAYSIDE              CORNELIA, GA 30531
L      3311              11/11/1999     Hall             1785 BROWNS BRIDGE R            GAINESVILLE, GA 30501
L      3312              11/11/1999     Hall             1680 PARK HILL RD               GAINESVILLE, GA 30501
O      3313              11/11/1999     Habersham        3951 STATE HWY 365              ALTO, GA 30510
L      3314              11/11/1999     Hall             506 JESSE JEWELL PKW            GAINESVILLE, GA 30501
L      3315              11/11/1999     Clarke           615 EAST SPRING ST              MONROE, GA 30655
L      3316              11/11/1999     Clarke           1333 LUMPKIN ST                 ATHENS, GA 30606
L      3317              11/11/1999     Jackson          614 S BROAD ST                  COMMERCE, GA 30529
L      3318              11/11/1999     Dawson           78 HWY 9 NORTH                  DAWSONVILLE, GA 30534
L      3319              11/11/1999     White            301 N MAIN ST                   CLEVELAND, GA 30528
L      3320              11/11/1999     White            990 PRINCE AVE                  ATHENS, GA 30605
L      3321              11/11/1999     Hall             3350 THOMPSON BRIDGE            GAINESVILLE, GA 30506
L      3322              11/11/1999     Hall             1260 CANDLER RD                 GAINESVILLE, GA 30501
L      3323              11/11/1999     Hall             2550 LIMESTONE PKWY             GAINESVILLE, GA 30501
L      3324              11/11/1999     Habersham        5000 TALMADGE DRIVE             HOLLYWOOD, GA 30523
L      3325              11/11/1999     Barrow           634 CHRISTMAS AVE               BETHLEHEM, GA 30620
L      3326              11/11/1999     Henry            1080 JODECO RD                  STOCKBRIDGE, GA 30281
L      3327              11/11/1999     Henry            500 JONESBORO RD                MCDONOUGH, GA 30253
L      3328              11/11/1999     Henry            5080 BILL GARDNER PK            LOCUST GROVE, GA 30248
L      3329              11/11/1999     Henry            269 KEYS FERRY ST               MCDONOUGH, GA 30253
L      3330              11/11/1999     Henry            32 E MAIN ST                    HAMPTON, GA 30228
</TABLE>

                                       25

<PAGE>

Prog - STR005R    *      Store Property Type and Address              Page   11
Date -  4/10/2003 *
Time - 11:05:02   *
*******************

<TABLE>
<CAPTION>
Pr     Store      Old       Open
Tp       #        Cbr       Date           County           Street Address                   City/State/Zip
<S>    <C>       <C>     <C>            <C>              <C>                             <C>
L      3331              11/11/1999     Spalding         3420 JACKSON RD                 GRIFFIN, GA 30253
L      3332              11/11/1999     Henry            610 MACON ST                    MCDONOUGH, GA 30253
L      3333              11/11/1999     Henry            978 HWY 155 W                   MCDONOUGH, GA 30253
L      3334              11/11/1999     Habersham        1291 LEVEL GROVE RD             CORNELIA, GA 30531
L      3335              11/11/1999     Clarke           1790 COMMERCE RD                ATHENS, GA 30607
L      3336              11/11/1999     Gwinnett         2275 BUFORD HWY                 BUFORD, GA 30518
L      3337              11/11/1999     Dawson           5425 HWY 53 EAST                DAWSONVILLE, GA 30534
L      3338              11/11/1999     Henry            1001 EAGLES LANDING             STOCKBRIDGE, GA 30281
L      3339              11/11/1999     Hall             2412 OLD CORNELIA HW            GAINESVILLE, GA 30507
L      3340              11/11/1999     White            78 S. MAIN STREET               CLEVELAND, GA 30528
L      3341              11/11/1999     Barrow           1334 ATLANTA HWY NW             AUBURN, GA 30203
L      3342              11/11/1999     Hall             5804 CORNELIA HWY               ALTO, GA 30510
L      3343              11/11/1999     Rockdale         2992 HWY 155                    STOCKBRIDGE, GA 30281
L      3344              11/11/1999     Henry            3148 JODECO RD                  MCDONOUGH, GA 30253
L      3345              11/11/1999     Barrow           93 EAST MAT ST                  WINDER, GA 30680
L      3346              11/11/1999     Clarke           290 US HWY 29 N                 ATHENS, GA 30601
L      3347              11/11/1999     Henry            181 FAIRVIEW RD                 STOCKBRIDGE, GA 30281
L      3349              11/11/1999     Madison          18 HWY 72 WEST                  COMER, GA 30629
L      3350              11/11/1999     Henry            4315 JODECO RD                  MCDONOUGH, GA 30253
L       732              09/01/1978     WARRICK          611 W STATE RD 62               BOONVILLE, IN 47601
L       737              11/11/1977     WARRICK          720 N 3RD ST                    BOONVILLE, IN 47601
L       740              06/26/1978     GIBSON           1002 S MAIN ST                  PRINCETON, IN 47670
L       742              07/18/1978     PIKE             901 N MAIN AND FACTO            WINSLOW, IN 47598
L       743              08/15/1977     PIKE             2039 E MAIN ST                  PETERSBURG, IN 47567
L       746              06/22/1977     SPENCER          747 SYCAMORE STREET             ROCKPORT, IN 47635
L       747              08/18/1978     VANDERBURG       3015 KRATZVILLE RD              EVANSVILLE, IN 47710
L       749              11/15/1978     GIBSON           201 W MAIN ST                   FRANCISCO, IN 47649
L       751              02/28/1981     VANDERBURG       2400 E RIVERSIDE DR             EVANSVILLE, IN 47714
L       807              12/17/1987     VANDERBURG       5817 STRINGTOWN RD              EVANSVILLE, IN 47711
O       809              12/17/1987     VANDERBURG       1321 N. FULTON AVE.             EVANSVILLE, IN 47710
O       812              12/17/1987     VANDERBURG       325 S KENTUCKY AVE              EVANSVILLE, IN 47714
L       814              12/17/1987     VANDERBURG       960 S WEINBACH AVE              EVANSVILLE, IN 47714
L       815              12/17/1987     VANDERBURG       1650 S KENTUCKY AVE             EVANSVILLE, IN 47714
L       314              03/08/1982     MUHLENBERG       101 N JOHN PRINE AVE            DRAKESBORO, KY 42337
L       351              04/16/1981     CALDWELL         328 SOUTH JEFFERSON             PRINCETON, KY 42445
O       391              05/27/1982     CHRISTIAN        3249 LAFAYETTE RD               HOPKINSVILLE, KY 42240
O       394              06/17/1982     CHRISTIAN        932 NORTH MAIN ST               HOPKINSVILLE, KY 42240
O       419              12/15/1983     LOGAN            1034 N. MAIN STREET             RUSSELLVILLE, KY 42276
O       420              12/08/1983     LOGAN            407 HOPKINSVILLE RD             RUSSELLVILLE, KY 42276
O       427              07/26/1984     HOPKINS          HWY US 41A & 62                 NORTONVILLE, KY 42442
L       449              04/16/1985     HOPKINS          1350 NORTH MAIN & CH            MADISONVILLE, KY 42431
L       649              02/01/1977     UNION            215 N MORGAN                    MORGANFIELD, KY 42437
L       652              09/01/1978     HOPKINS          7050 HANSON ROAD                HANSON, KY 42413
L       653              04/26/1971     HOPKINS          RT 5 GRAPEVINE & MCL            MADISONVILLE, KY 42431
L       657              07/15/1980     WEBSTER          158 US 41 SOUTH                 SEBREE, KY 42455
L       659              08/20/1979     HOPKINS          422 CENTER ST                   MADISONVILLE, KY 42431
L       670              06/27/1979     CALDWELL         700 N JEFFERSON                 PRINCETON, KY 42445
L       672              07/12/1984     MCLEAN           830 MAIN ST                     CALHOUN, KY 42327
</TABLE>

                                       26

<PAGE>

Prog - STR005R    *      Store Property Type and Address              Page    12
Date -  4/10/2003 *
Time - 11:05:02   *
*******************

<TABLE>
<CAPTION>
Pr     Store      Old       Open
Tp       #        Cbr       Date           County           Street Address                   City/State/Zip
<S>    <C>       <C>     <C>            <C>              <C>                             <C>
L       675              08/30/1979     WEBSTER          RT 3  BOX 125A                  CLAY, KY 42404
L       677              08/01/1979     DAVIESS          2510 TAMARACK RD                OWENSBORO, KY 42301
L       679              09/01/1977     CHRISTIAN        2175 RUSSELLVILLE RD            HOPKINSVILLE, KY 42240
L       686              04/10/1980     DAVIESS          2737 W PARRISH AVE              OWENSBORO, KY 42301
L       698              09/01/1976     DAVIESS          409 CRABTREE                    OWENSBORO, KY 42301
O       702              07/14/1986     HENDERSON        2336 S GREEN ST                 HENDERSON, KY 42420
O       706              05/02/1977     HENDERSON        300 WATSON LANE                 HENDERSON, KY 42420
L       707              03/28/1977     DAVIESS          3100 WEST 2ND ST                OWENSBORO, KY 42301
L       708              09/01/1978     HENDERSON        705 N GREEN ST                  HENDERSON, KY 42420
L       709              04/15/1977     HOPKINS          2250 ANTON RD                   MADISONVILLE, KY 42431
L       711              11/24/1978     HOPKINS          RT 1  BOX 300                   DAWSON SPRINGS, KY 42408
L       714              12/15/1980     HENDERSON        1308 ATKINSON ST                HENDERSON, KY 42420
L       717              06/01/1978     HENDERSON        528 MAIN ST.                    CORYDON, KY 42406
L       720              06/12/1980     WEBSTER          121 US HWY 41 A SOUT            PROVIDENCE, KY 42450
L       722              08/18/1980     DAVIESS          1355 E 4TH ST                   OWENSBORO, KY 42301
O       725              05/22/1981     MUHLENBERG       6059 US HWY 62 W                GRAHAM, KY 42344
L       727              06/26/1981     DAVIESS          5625 STATE RT 144               OWENSBORO, KY 42301
L       800              12/17/1987     HENDERSON        1209 S GREEN ST                 HENDERSON, KY 42420
L       801              12/17/1987     HENDERSON        1704 SECOND ST                  HENDERSON, KY 42420
L       804              12/17/1987     DAVIESS          1724 LEITCHFIELD RD             OWENSBORO, KY 42303
L       806              12/17/1987     DAVIESS          RT 1, 5611 HWY 54               PHILPOT, KY 42366
L       836              11/09/1989     DAVIESS          1816 TRIPLETT ST                OWENSBORO, KY 42301
L       837              12/14/1989     HENDERSON        197 GARDEN MILE RD              HENDERSON, KY 42420
O       843              12/14/1989     HENDERSON        2001 U.S. 60 EAST               HENDERSON, KY 42420
L      3450              12/21/2000     MADISON          1503 HWY 65                     TALLULAH, LA 71282
O      3451              12/21/2000     OUACHIATA        4320 DESIARD                    MONROE, LA 71201
L      3452              12/21/2000     MOREHOUSE        1514 E MADISON                  BASTROP, LA 71220
L      3453              12/21/2000     OUACHIATA        200 BRIDGE ST                   WEST MONROE, LA 71291
L      3454              12/21/2000     OUACHIATA        1501 NORTH 18TH ST              MONROE, LA 71201
L      3455              12/21/2000     OUACHIATA        1471 GARRETT RD                 MONROE, LA 71202
L      3467              12/21/2000     TANGIPAHOA       900 AVENUE G                    KENTWOOD, LA 70444
L      3468              12/21/2000     TANGIPAHOA       46011 N PUMA DR                 HAMMOND, LA 70401
L      3384              06/29/2000     Jackson          1501 BIENVILLE HWY              OCEAN SPRINGS, MS 39564
L      3385              06/29/2000     Forest           7060 HIGHWAY 49 NORT            HATTIESBURG, MS 39402
L      3386              06/29/2000     Forest           2273 HWY 49                     BROOKLYN, MS 39425
L      3387              06/29/2000     Perry            91933 HIGHWAY 98                MCLAIN, MS 39456
L      3388              06/29/2000     Lauderdale       1408 ROEBUCK                    MERIDIAN, MS 39301
L      3389              06/29/2000     Harrison         13490 HIGHWAY 49 N              GULFPORT, MS 39507
L      3390              06/29/2000     Perry            403 HIGHWAY 98 WEST             NEW AUGUSTA, MS 39462
L      3391              06/29/2000     Jones            101 FRONT STREET                SANDERSVILLE, MS 39477
L      3392              06/29/2000     Jones            905 CHANTILLY STREET            LAUREL, MS 39440
L      3393              06/29/2000     Pearl            1102 SOUTH MAIN STRE            POPLARVILLE, MS 39470
L      3394              06/29/2000     Harrison         1056 BEACH BLVD                 BILOXI, MS 39470
L      3395              06/29/2000     Forest           4050 HIGHWAY 11 SOUT            HATTIESBURG, MS 39402
L      3396              06/29/2000     Covington        2985 HIGHWAY 49                 COLLINS, MS 39428
L      3397              06/29/2000     Simpson          121 PINOLA DRIVE                MAGEE, MS 39111
L      3398              06/29/2000     Lamar            4607 HARDY STREET               HATTIESBURG, MS 39402
L      3399              06/29/2000     Lamar            4904 HARDY STREET               HATTIESBURG, MS 39402
L      3401              06/29/2000     Marion           519 HIGHWAY 98 BYPAS            COLUMBIA, MS 39429
L      3402              09/28/2000     Marion           1911 S AZALEA                   WIGGINS, MS 39429
L      3420              09/14/2000     Rankin           2605 COURTHOUSE CIRC            JACKSON, MS 39208
L      3421              09/14/2000     Rankin           1691 W. GOVERNMENT S            BRANDON, MS 39042
</TABLE>

                                       27

<PAGE>

Prog - STR005R    *      Store Property Type and Address              Page   13
Date -  4/10/2003 *
Time - 11:05:02   *
*******************

<TABLE>
<CAPTION>
Pr     Store      Old       Open
Tp       #        Cbr       Date           County           Street Address                   City/State/Zip
<S>    <C>       <C>     <C>            <C>              <C>                             <C>
L      3422              09/14/2000     Hinds            701 MCDOWELL ROAD               JACKSON, MS 39204
L      3423              09/14/2000     Scott            1270 HWY 35 SOUTH               FOREST, MS 39074
L      3424              09/14/2000     Madison          1198 GLUCKSTADT ROAD            MADISON, MS 39110
L      3425              09/14/2000     Hinds            3434 TERRY ROAD                 JACKSON, MS 39212
L      3428              09/14/2000     Hinds            1302 NORTH STATE STR            JACKSON, MS 39202
L      3429              09/14/2000     Madison          1008 HWY 51 NORTH               MADSION, MS 39110
L      3430              09/14/2000     Hinds            1157 NORTHSIDE DRIVE            JACKSON, MS 39206
L      3431              09/14/2000     Hinds            4201 TERRY ROAD                 JACKSON, MS 39212
L      3432              09/14/2000     Madison          725 RICE ROAD                   RIDGELAND, MS 39157
L      3433              09/14/2000     Rankin           104 GRANTS FERRY ROA            BRANDON, MS 39042
L      3434              09/14/2000     Rankin           320 W. GOVERNMENT ST            BRANDON, MS 39042
L      3435              09/14/2000     Madison          1963 HWY 43                     MADISON, MS 39046
L      3436              09/14/2000     Madison          1442 WEST PEACE STRE            CANTON, MS 39046
L      3437              09/14/2000     Rankin           3100 HWY 49 SOUTH               FLORENCE, MS 39073
L      3440              09/14/2000     Pearl            100 CROSS PARK DR               PEARL, MS 39208
L      3443              12/21/2000     Warren           3400 HALLS FERRY RD             VICKSBURG, MS 39180
L      3444              12/21/2000     Warren           3140 INDIANA AVE                VICKSBURG, MS 39180
L      3445              12/21/2000     Warren           574 HWY 61 N                    VICKSBURG, MS 39180
L      3446              12/21/2000     Warren           4888 HWY 61 S                   VICKSBURG, MS 39180
L      3447              12/21/2000     Warren           4150 WASHINGTON ST              VICKSBURG, MS 39180
L      3448              12/21/2000     Yazoo            1501 JERRY CLOWER BL            YAZOO CITY, MS 39194
L      3449              12/21/2000     Washington       1541 HWY 1 S                    GREENVILLE, MS 38701
L      3456              12/21/2000     Rankin           2391 LAKELAND DRIVE             FLOWOOD, MS 39208
L      3457              12/21/2000     Harrison         10010 HWY 49                    GULFPORT, MS 39501
L      3458              12/21/2000     Harrison         1000 CEDAR LAKE                 BILOXI, MS 39530
L      3459              12/21/2000     Harrison         10073 RODRIQUEZ                 D'IBERVILLE, MS 39532
L      3460              12/21/2000     Harrison         124 EAST BEACH                  LONG BEACH, MS 39560
L      3461              12/21/2000     Jackson          1104 BIENVILLE BLVD             OCEAN SPRINGS, MS 39564
L      3462              12/21/2000     Harrison         #1 PASS RD                      GULFPORT, MS 39501
L      3463              12/21/2000     Hancock          455 HWY 90 W                    BAY ST. LOUIS, MS 39520
L      3464              12/21/2000     Harrison         2194 BEACH BLVD                 BILOXI, MS 39531
L      3465              12/21/2000     Harrison         11160 COWAN-LORRAINE            GULFPORT, MS 39501
L      3466              12/21/2000     Harrison         11791 HWY 15                    D'IBERVILLE, MS 39532
L      3469              12/21/2000     Simpson          1539 SIMPSON HWY                MAGEE, MS 39111
L       101              10/01/1972     LEE              810 HAWKINS AVE                 SANFORD, NC 27330
L       104              06/06/1982     DURHAM           4835 HOPE VALLEY RD             DURHAM, NC 27707
O       105              03/01/1981     LEE              809 CARTHAGE ST                 SANFORD, NC 27330
O       112              01/06/1986     ALAMANCE         110 W HAGGARD ST                ELON COLLEGE, NC 27244
O       116              01/01/1974     HARNETT          1175 HWY 421                    LILLINGTON, NC 27546
O       125              01/01/1974     WAKE             601 N MAIN ST                   FUQUAY-VARINA, NC 27526
O       130              01/01/1974     ROWAN            264 EAST MAIN STREET            ROCKWELL, NC 28138
L       131              08/20/1973     ROWAN            513 MAIN STREET                 CHINA GROVE, NC 28023
O       140              01/01/1974     WATAUGA          1218 STATE FARM RD.             BOONE, NC 28607
L       141              01/01/1973     WATAUGA          771 BLOWING ROCK RD.            BOONE, NC 28607
O       142              01/01/1974     CHATHAM          507 W THIRD ST                  SILER CITY, NC 27344
L       144              09/01/1973     LEE              200 NORTH MAIN STREE            BROADWAY, NC 27505
L       146              01/01/1974     CLEVELAND        123 N MAIN ST                   BOILING SPRINGS, NC 28017
O       147              07/02/1978     WATAUGA          1056 EAST KING ST.              BOONE, NC 28607
O       150              07/01/1974     RANDOLPH         127 EAST SWANNANOA              LIBERTY, NC 27298
O       157              11/01/1978     IREDELL          250 MAIN ST                     TROUTMAN, NC 28166
L       158              06/12/1975     IREDELL          1803 SAFREIT RD                 STATESVILLE, NC 28625
O       161              07/07/1975     ALAMANCE         1031 HWY 87 NORTH               ELON COLLEGE, NC 27244
</TABLE>

                                       28

<PAGE>

Prog - STR005R    *      Store Property Type and Address              Page   14
Date -  4/10/2003 *
Time - 11:05:02   *
*******************

<TABLE>
<CAPTION>
Pr     Store      Old       Open
Tp       #        Cbr       Date           County           Street Address                   City/State/Zip
<S>    <C>       <C>     <C>            <C>              <C>                             <C>
O      163               07/01/1975     CATAWBA          1608 SECOND AVE NW              HICKORY, NC 28601
L      164               07/01/1975     WATAUGA          1220 WEST KING ST.              BOONE, NC 28607
O      170               05/04/1984     GUILFORD         3101 PLEASANT GARDEN            GREENSBORO, NC 27406
O      172               08/29/1975     IREDELL          354 S MAIN ST                   MOORESVILLE, NC 28115
L      174               06/08/1976     CHATHAM          620 WEST STREET                 PITTSBORO, NC 27312
L      176               01/01/1953     JOHNSTON         208 EAST MAIN STREET            CLAYTON, NC 27520
O      182               08/24/1976     ROWAN            300 S SALISBURY ST              SPENCER, NC 28159
O      186               08/09/1976     LEE              3014 SOUTH HORNER BL            SANFORD, NC 27330
O      192               05/01/1985     FORSYTH          700 JONESTOWN RD                WINSTON-SALEM, NC 27103
O      215               07/01/1976     STOKES           101 E KING ST                   KING, NC 27021
O      218               12/05/1985     LEE              1130 N HORNER BLVD              SANFORD, NC 27330
L      219               03/11/1977     LEE              1413 BROADWAY ROAD              SANFORD, NC 27330
O      239               03/24/1978     CATAWBA          1200 E MAIN ST                  MAIDEN, NC 28650
O      240               07/21/1977     CATAWBA          334 EAST 20TH ST                NEWTON, NC 28658
L      242               12/12/1977     ALLEGHANY        144 S MAIN ST                   SPARTA, NC 28675
L      250               11/16/1979     AVERY            379 SHAWNEEHAW AVE              BANNER ELK, NC 28604
L      254               06/07/1979     STOKES           RT 1, BOX 404                   KING, NC 27021
L      258               06/26/1979     LEE              3000 JEFFERSON DAVIS            SANFORD, NC 27330
L      267               12/29/1979     CHATHAM          1516 E 11TH STREET              SILER CITY, NC 27344
O      268               03/10/1980     CATAWBA          1901 SW US HWY 70               HICKORY, NC 28601
L      278               07/17/1980     FORSYTH          744 PINEY GROVE RD              KERNERSVILLE, NC 27284
O      286               03/13/1981     CUMBERLAND       4832 RAMSEY STREET              FAYETTEVILLE, NC 28301
O      294               06/02/1980     CHATHAM          11399 US HWY 15-501             CHAPEL HILL, NC 27514
O      302               03/24/1981     CUMBERLAND       736 S REILLY RD                 FAYETTEVILLE, NC 28304
L      303               10/22/1980     GASTON           100 RAKIN ST & S MAI            MT HOLLY, NC 28120
O      305               01/22/1981     CUMBERLAND       1501 PAMALEE DR                 FAYETTEVILLE, NC 28303
L      312               07/25/1981     IREDELL          1924 NEWTON DRIVE               STATESVILLE, NC 28677
L      320               10/31/1981     WAKE             3289 AVENT FERRY RD             RALEIGH, NC 27606
O      331               12/31/1971     LEE              1612 TRAMWAY ROAD               SANFORD, NC 27330
L      336               02/01/1971     CUMBERLAND       5659 BRAGG BLVD.                FAYETTEVILLE, NC 28304
O      355               06/10/1971     LEE              429 EAST WEATHERSPOO            SANFORD, NC 27330
L      357               11/01/1971     RICHMOND         104 S. CHERAW ROAD              HAMLET, NC 28345
L      358               05/18/1976     CUMBERLAND       6428 CAMDEN ROAD                FAYETTEVILLE, NC 28306
O      366               06/26/1982     LEE              812 SOUTH HORNER BLV            SANFORD, NC 27330
O      376               08/21/1981     CUMBERLAND       4000 SOUTH MAIN ST              HOPE MILLS, NC 28348
L      381               11/01/1973     CUMBERLAND       1232 BINGHAM DRIVE              FAYETTEVILLE, NC 28304
L      382               05/01/1974     ORANGE           HWY 70 EAST BYPASS              HILLSBOROUGH, NC 27278
L      385               04/01/1975     LEE              HWY 42  3420 WICKER             SANFORD, NC 27330
L      386               06/15/1974     ORANGE           500 JONES FERRY ROAD            CARRBORO, NC 27510
L      395               09/10/1981     CLEVELAND        3600 W DIXSON BLVD              SHELBY, NC 28150
O      405               10/01/1981     LEE              3006 HAWKINS AVENUE             SANFORD, NC 27330
O      406               10/03/1981     HARNETT          1404 S MAIN ST                  LILLINGTON, NC 27546
O      410               12/13/1982     WATAUGA          1996 BLOWING ROCK RD            BOONE, NC 28607
O      413               07/01/1983     CHATHAM          1010 N SECOND AVE E             SILER CITY, NC 27344
L      426               05/10/1984     GUILFORD         295 EAST PARRIS AVE             HIGH POINT, NC 27261
L      437               02/07/1985     NEW HANOVE       6759 CAROLINA BEACH             WILMINGTON, NC 28409
L      438               12/22/1984     LEE              1007 SPRING LANE                SANFORD, NC 27330
L      439               01/17/1985     COLUMBUS         803 N. JK POWELL BLV            WHITEVILLE, NC 28472
L      440               01/10/1985     NEW HANOVE       6306 CAROLINA BEACH             WILMINGTON, NC 28409
L      441               10/04/1984     ALAMANCE         1013 SOUTH MAIN ST              GRAHAM, NC 27253
L      444               04/04/1985     NEW HANOVE       3053 CASTLE HAYNE RD            WILMINGTON, NC 28401
O      450               05/30/1985     NEW HANOVE       2400 N. COLLEGE RD              WILMINGTON, NC 28405
</TABLE>

                                       29

<PAGE>

Prog - STR005R    *      Store Property Type and Address              Page   15
Date -  4/10/2003 *
Time - 11:05:02   *
*******************

<TABLE>
<CAPTION>
Pr     Store      Old       Open
Tp       #        Cbr       Date           County           Street Address                   City/State/Zip
<S>    <C>       <C>     <C>            <C>              <C>                             <C>
O      454               07/26/1985     GUILFORD         2522 RANDLEMAN RD               GREENSBORO, NC 27406
L      456               06/20/1985     CUMBERLAND       RT 14  BOX 275F                 FAYETTEVILLE, NC 28304
O      457               07/18/1985     WAKE             705 E. WILLIAMS STRE            APEX, NC 27502
O      462               09/27/1985     GUILFORD         101 PISGAH CHURCH               GREENSBORO, NC 27405
O      464               08/05/1985     NEW HANOVE       2375 S 17TH STREET              WILMINGTON, NC 28401
O      467               08/08/1985     BRUNSWICK        1130 NORTH HOWE STRE            SOUTHPORT, NC 28461
O      475               11/27/1985     MOORE            1600 US HWY 15 501              SOUTHERN PINES, NC 28387
L      478               01/09/1986     CUMBERLAND       1525 NORTH BRAGG BLV            SPRING LAKE, NC 28390
O      481               02/27/1986     CUMBERLAND       3458 N. MAIN ST.                HOPE MILLS, NC 28348
O      484               08/25/1986     NEW HANOVE       5800 CASTLE HAYNE RD            CASTLE HAYNE, NC 28429
L      486               07/03/1986     CUMBERLAND       6605 RAEFORD RD.                FAYETTEVILLE, NC 28304
O      500               04/22/1987     CUMBERLAND       1300 HOPE MILLS RD              FAYETTEVILLE, NC 28304
L      784               12/15/1986     IREDELL          703 N MAIN ST                   MOORESVILLE, NC 28115
L      795               02/27/1992     FORSYTH          2010 W. MOUNTAIN ST.            KERNERSVILLE, NC 27284
L      799               02/08/1989     PITT             316 E 10TH STREET               GREENVILLE, NC 27858
L      816               06/28/1989     WAKE             1807 HARRISON AVE               CARY, NC 27513
L      818               11/02/1989     ORANGE           2015 OLD NC 86                  HILLSBOROUGH, NC 27278
L      823               10/19/1989     WAKE             5801 TRYON RD                   CARY, NC 27511
L      825               06/30/1989     ONSLOW           2561 ONSLOW DRIVE               JACKSONVILLE, NC 28540
L      826               09/20/1989     PITT             4000 S. MEMORIAL DR.            GREENVILLE, NC 27835
L      827               09/20/1989     PITT             2195 S EVANS ST                 GREENVILLE, NC 27834
L      828               03/01/1990     MECKLENBUR       10329 PARK ROAD                 CHARLOTTE, NC 28210
L      832               09/20/1989     PITT             501 S. MEMORIAL DRIV            GREENVILLE, NC 27835
L      838               02/21/1990     DURHAM           2503 HWY 55 & RIDDLE            DURHAM, NC 27022
L      846               10/01/1992     WAKE             1800 LAURA DUNCAN RD            APEX, NC 27502
L      850               04/05/1995     WAKE             100 FACTORY SHOPS RD            MORRISVILLE, NC 27560
L      851               10/13/1994     ALAMANCE         1110 HUFFMAN MILL RD            BURLINGTON, NC 27216
L      852               11/05/1994     CLEVELAND        1698 E. MARION ST.              SHELBY, NC 28151
L      854               02/08/1995     WILSON           1207 FOREST HILLS RD            WILSON, NC 27896
L      858               08/17/1995     NEW HANOVE       1711 EASTWOOD RD.               WILMINGTON, NC 28405
L      859               09/14/1995     PITT             1900 E FIRETOWER                GREENVILLE, NC 27834
L      860               09/21/1995     CABARRUS         1145 COPPERFIELD BLV            CONCORD, NC 28025
L      861               01/25/1996     GUILFORD         3101 YANCEYVILLE STR            GREENSBORO, NC 27402
L      863               05/16/1996     DURHAM           3793 GUESS ROAD                 DURHAM, NC 27705
L      864               11/08/1996     GUILFORD         601 GALLIMORE DAIRY             HIGH POINT, NC 27261
L      869               02/01/1996     WAKE             8500 LITCHFORD ROAD             RALEIGH, NC 27615
L      872               04/04/1997     DARE             1400 SOUTH CROATAN H            KILL DEVIL HILLS, NC 27948
L      890               06/12/1997     PITT             215 W. 3RD STREET               AYDEN, NC 28513
L      891               06/12/1997     CRAVEN           7921 MAIN STREET                VANCEBORO, NC 28586
L      892               06/12/1997     ONSLOW           1505 PINEY GREEN ROA            JACKSONVILLE, NC 28546
L      893               06/12/1997     PITT             211 MILL STREET                 WINTERVILLE, NC 28590
L      894               06/12/1997     WAYNE            515 E. NEW HOPE ROAD            GOLDSBORO, NC 27530
L      895               06/12/1997     PITT             1930 N. MEMORIAL DRI            GREENVILLE, NC 27834
L      896               06/12/1997     ONSLOW           1070 PINEY GREEN ROA            JACKSONVILLE, NC 28546
L      898               06/12/1997     LENOIR           1690 HWY 258 N                  KINSTON, NC 28504
L      899               06/12/1997     PITT             1125 E. COOPER ST.              WINTERVILLE, NC 28590
L      900               06/12/1997     PITT             4300 EASTERN PINES R            GREENVILLE, NC 27858
L      901               06/12/1997     PITT             2600 S. CHARLES ST.             GREENVILLE, NC 27858
L      906               06/12/1997     CARTERET         1501 LIVE OAK ST.               BEAUFORT, NC 28516
L      914               06/11/1998     WAKE             1001 SE CARY PARKWAY            CARY, NC 27511
L      915               07/30/1998     NEW HANOVE       5717 CASTLE HAYNE RO            CASTLE HAYNE, NC 28429
L      916               05/01/1999     WAKE             3721 TRYON ROAD                 RALEIGH, NC 27607
</TABLE>

                                       30

<PAGE>

Prog - STR005R    *      Store Property Type and Address              Page   16
Date -  4/10/2003 *
Time - 11:05:02   *
*******************

<TABLE>
<CAPTION>
Pr     Store      Old       Open
Tp       #        Cbr       Date           County           Street Address                   City/State/Zip
<S>    <C>       <C>     <C>            <C>              <C>                             <C>
L       918              03/19/1998     CARTERET         605 E. FORT MACON               ATLANTIC BEACH, NC 28512
L       919              03/19/1998     WAYNE            1601 EAST ASH STREET            GOLDSBORO, NC 27530
L       920              03/19/1998     WAYNE            2606 N. WILLIAM STRE            GOLDSBORO, NC 27530
L       921              03/19/1998     WAYNE            1908 U. S. HWY 117 S            GOLDSBORO, NC 27530
L       922              03/19/1998     WAYNE            2101 WAYNE MEMORIAL             GOLDSBORO, NC 27534
L       924              03/19/1998     WAYNE            600 SPENCE AVENUE               GOLDSBORO, NC 27534
L       925              03/19/1998     WAYNE            1814 N. BERKLEY BLVD            GOLDSBORO, NC 27534
L       926              03/19/1998     WAYNE            2007 WAYNE MEMORIAL             GOLDSBORO, NC 27534
L       927              03/19/1998     WAYNE            901 W. GRANTHAM ST.             GOLDSBORO, NC 28530
L       928              03/19/1998     WAYNE            453 BUCK SWAMP ROAD             GOLDSBORO, NC 27530
L       929              03/19/1998     PITT             559 QUEENS ST.                  GRIFTON, NC 28530
L       930              03/19/1998     ONSLOW           1731 LEJEUNE BLVD               JACKSONVILLE, NC 28540
L       931              03/19/1998     JOHNSTON         402 SOUTH CHURCH STR            KENLY, NC 27542
L       932              03/19/1998     LENOIR           701 WEST VERNON AVEN            KINSTON, NC 28501
L       933              03/19/1998     LENOIR           107 S. WOOTEN STREET            LA GRANGE, NC 28551
L       934              03/19/1998     CRAVEN           1211 SIMMONS STREET             NEW BERN, NC 28560
L       935              03/19/1998     WAKE             3128 CAPITAL BLVD.              RALEIGH, NC 27604
L       937              03/19/1998     NEW HANOVE       2028 OLEANDER DRIVE             WILMINGTON, NC 28403
L       938              03/19/1998     NEW HANOVE       2305 S. COLLEGE ROAD            WILMINGTON, NC 28412
L       939              03/19/1998     WILSON           2928 U.S. HWY 301 S.            WILSON, NC 27893
L       940              03/19/1998     WILSON           4934 U.S. HWY 264 S.            WILSON, NC 27893
L       941              09/28/2000     ORANGE           102 B HWY 54W                   CARRBORO, NC 27510
L      3001              07/02/1998     CUMBERLAND       2450 IRELAND DR                 FAYETTEVILLE, NC 28306
L      3002              07/02/1998     CUMBERLAND       1764 IRELAND DR.                FAYETTEVILLE, NC 28304
L      3003              07/02/1998     SAMPSON          209 MT. OLIVE DRIVE             NEWTON GROVE, NC 28366
L      3004              07/02/1998     CUMBERLAND       3931 ROSEHILL ROAD              FAYETTEVILLE, NC 28301
L      3005              07/02/1998     CUMBERLAND       5617 ROCKFISH RD./HW            HOPE MILLS, NC 28348
L      3006              07/02/1998     CUMBERLAND       801 NORTH MAIN STREE            SPRING LAKE, NC 28390
L      3007              07/02/1998     CUMBERLAND       1302 ROBESON STREET             FAYETTEVILLE, NC 28305
L      3009              07/02/1998     CUMBERLAND       6454 ROCKFISH RD                FAYETTEVILLE, NC 28306
L      3010              07/02/1998     CUMBERLAND       1571 MCARTHUR ROAD              FAYETTEVILLE, NC 28301
L      3011              07/02/1998     CUMBERLAND       2820 LILLINGTON HWY             SPRING LAKE, NC 28390
L      3012              07/02/1998     CUMBERLAND       901 MCARTHUR ROAD               FAYETTEVILLE, NC 28306
L      3013              07/02/1998     CUMBERLAND       144 CEDAR CREEK RD              FAYETTEVILLE, NC 28301
L      3014              07/02/1998     CUMBERLAND       2501 HOPE MILLS ROAD            FAYETTEVILLE, NC 28306
L      3015              07/02/1998     CUMBERLAND       CAMDEN AND NATAL ROA            FAYETTEVILLE, NC 28306
L      3016              07/02/1998     CUMBERLAND       5542 BRAGG BLVD AT S            FAYETTEVILLE, NC 28306
L      3017              07/02/1998     CUMBERLAND       405 BRAGG BLVD.                 SPRING LAKE, NC 28390
L      3018              07/02/1998     ROBESON          504 W MARTIN LUTHER             MAXTON, NC 28364
L      3019              07/02/1998     HARNETT          400 ERWIN ROAD                  DUNN, NC 28334
L      3020              07/02/1998     CATAWBA          3261 E. MAIN ST.                CLAREMONT, NC 28610
L      3021              07/02/1998     CATAWBA          HWY 16 AND I-40                 CONOVER, NC 28613
L      3022              07/02/1998     CUMBERLAND       2326 OWEN DR./CUMBER            FAYETTEVILLE, NC 28306
L      3023              07/02/1998     IREDELL          598 NORTH MAIN STREE            MOORESVILLE, NC 28115
L      3024              07/02/1998     CATAWBA          506 SOUTHWEST BLVD              NEWTON, NC 28658
L      3025              07/02/1998     CATAWBA          1612 CONOVER BLVD EA            CONOVER, NC 28613
L      3026              07/02/1998     CATAWBA          2442 W.N.C. HIGHWAY             NEWTON, NC 28658
L      3027              07/02/1998     CUMBERLAND       2001 SKIBO ROAD                 FAYETTEVILLE, NC 28304
L      3029              07/02/1998     CUMBERLAND       300 MURCHISON ROAD              SPRING LAKE, NC 28390
L      3031              07/02/1998     CUMBERLAND       8215 CLIFFDALE ROAD             FAYETTEVILLE, NC 28304
L      3032              07/02/1998     LEE              2500 SOUTH HORNER BL            SANFORD, NC 27330
L      3033              07/02/1998     CUMBERLAND       1902 OWEN DRIVE                 FAYETTEVILLE, NC 28304
</TABLE>

                                       31

<PAGE>

Prog - STR005R    *      Store Property Type and Address              Page   17
Date -  4/10/2003 *
Time - 11:05:02   *
*******************

<TABLE>
<CAPTION>
Pr     Store      Old       Open
Tp       #        Cbr       Date           County           Street Address                   City/State/Zip
<S>    <C>       <C>     <C>            <C>              <C>                             <C>
L      3034               07/02/1998     CUMBERLAND       5201 RAEFORD ROAD               FAYETTEVILLE, NC 28304
L      3035               07/02/1998     CUMBERLAND       2110 CEDAR CREEK ROA            FAYETTEVILLE, NC 28301
L      3036               07/02/1998     CUMBERLAND       2990 GILLESPIE STREE            FAYETTEVILLE, NC 28306
L      3037               07/02/1998     CUMBERLAND       3102 BRAGG BLVD/CAIN            FAYETTEVILLE, NC 28302
L      3038               07/02/1998     CUMBERLAND       500 BUNCE RD./CLIFFD            FAYETTEVILLE, NC 28304
L      3039               07/02/1998     CUMBERLAND       316 HWY 210 NORTH               SPRING LAKE, NC 28390
L      3040               07/02/1998     CUMBERLAND       2075 NORTH BRAGG BLV            SPRING LAKE, NC 28390
L      3041               07/02/1998     CUMBERLAND       5762 RAMSEY ST/METHO            FAYETTEVILLE, NC 28311
L      3042               07/02/1998     CUMBERLAND       1135 PAMALEE DR./BLA            FAYETTEVILLE, NC 28303
L      3043               07/02/1998     CUMBERLAND       100 REILLY ROAD                 FAYETTEVILLE, NC 28303
L      3044               07/02/1998     UNION            13719 HWY 74 W                  INDIAN TRAIL, NC 28079
L      3045               07/02/1998     UNION            4103 HWY 74                     MONROE, NC 28110
L      3046               07/02/1998     CUMBERLAND       674 CHICKEN FOOT ROA            HOPE MILLS, NC 28348
L      3047               07/02/1998     CUMBERLAND       7910 RAEFORD ROAD               FAYETTEVILLE, NC 28304
L      3048               07/02/1998     HOKE             9615 FAYETTEVILLE RO            RAEFORD, NC 28379
L      3049               07/02/1998     BRUNSWICK        7095 OCEAN HWY NORTH            SOUTH BRUNSWICK, NC 28470
L      3050               07/02/1998     CUMBERLAND       327 CHICKEN FOOT ROA            HOPE MILLS, NC 28348
L      3051               07/02/1998     CUMBERLAND       3319 MURPHY                     FAYETTEVILLE, NC 28301
L      3052               07/02/1998     CUMBERLAND       6777 RAEFORD RD/GRAH            FAYETTEVILLE, NC 28304
L      3053               07/02/1998     HARNETT          41 E CORNELIUS HARNE            LILLINGTON, NC 27546
L      3054               07/02/1998     CUMBERLAND       6245 RAMSEY STREET              FAYETTEVILLE, NC 28311
L      3055               07/02/1998     COLUMBUS         1730 JK POWELL BLVD             WHITEVILLE, NC 28472
L      3056               07/02/1998     MOORE            110 US 1 NORTH                  VASS, NC 28394
L      3075               11/05/1998     ONSLOW           2868 PINEY GREEN RD.            JACKSONVILLE, NC 28546
L      3076               07/16/1998     LENOIR           700 E. NEW BERN ROAD            KINSTON, NC 28502
L      3077               07/16/1998     EDGECOMBE        235 FAIRVIEW ROAD               ROCKY MOUNT, NC 27801
L      3078               07/16/1998     NASH             7545 NC 48                      BATTLEBORO, NC 27809
L      3079               07/16/1998     NASH             5102 DORCHES BLVD               ROCKY MOUNT, NC 27804
L      3080               07/16/1998     NASH             1228 N. CHURCH STREE            ROCKY MOUNT, NC 27804
L      3081               07/16/1998     NASH             3537 SUNSET AVENUE              ROCKY MOUNT, NC 27804
L      3082               07/16/1998     FRANKLIN         102 BICKETT BLVD                LOUISBURG, NC 27549
L      3083               07/16/1998     PITT             700 S. MEMORIAL DRIV            GREENVILLE, NC 27834
L      3084               07/16/1998     NASH             900 RALEIGH ROAD                ROCKY MOUNT, NC 27803
L      3085               07/16/1998     NASH             240 S. WESLEYAN BLVD            ROCKY MOUNT, NC 27804
L      3086               07/16/1998     WILSON           2643 WARD BLVD                  WILSON, NC 27896
L      3087               07/16/1998     NASH             1830 N. WESLEYAN BLV            ROCKY MOUNT, NC 27804
L      3088               07/16/1998     DURHAM           4830 HOPE VALLEY ROA            DURHAM, NC 27707
L      3089               07/16/1998     ORANGE           1501 FRANKLIN STREET            CHAPEL HILL, NC 27514
L      3090               07/16/1998     NASH             425 W. THOMAS STREET            ROCKY MOUNT, NC 27801
L      3091               07/16/1998     DURHAM           3705 N. DUKE STREET             DURHAM, NC 27705
L      3092               07/16/1998     WAKE             2101 MILLBROOK ROAD             RALEIGH, NC 27604
L      3093               07/16/1998     DURHAM           3223 NC HWY 55                  DURHAM, NC 27713
L      3094               07/16/1998     WAKE             4203 FAYETTEVILLE RO            RALEIGH, NC 27603
L      3095               07/16/1998     WAKE             4330 LOUISBURG ROAD             RALEIGH, NC 27604
L      3096               07/16/1998     NASH             3601 SUNSET AVENUE              ROCKY MOUNT, NC 27804
L      3098               07/16/1998     WAKE             4302 WAKE FOREST ROA            RALEIGH, NC 27609
L      3099               07/16/1998     PITT             1531 SE GREENVILLE B            GREENVILLE, NC 27834
L      3100               07/16/1998     WAKE             6317 CREEDMOOR ROAD             RALEIGH, NC 27612
L      3101               07/16/1998     DURHAM           2229 NC HWY 54 EAST             CHAPEL HILL, NC 27514
L      3102               07/16/1998     ORANGE           201 S ESTES DRIVE               CHAPEL HILL, NC 27515
L      3104               07/16/1998     PITT             1301 ARLINGTON BLVD             GREENVILLE, NC 27834
L      3105               07/16/1998     NASH             367 W WASHINGTON STR            NASHVILLE, NC 27856
</TABLE>

                                       32

<PAGE>

Prog - STR005R    *      Store Property Type and Address              Page   18
Date -  4/10/2003 *
Time - 11:05:02   *
*******************

<TABLE>
<CAPTION>
Pr     Store      Old       Open
Tp       #        Cbr       Date           County           Street Address                   City/State/Zip
<S>    <C>       <C>     <C>            <C>              <C>                             <C>
L      3106              07/16/1998     NASH             1720 SUNSET AVENUE              ROCKY MOUNT, NC 27804
L      3117              07/16/1998     NASH             3653 US HWY 301S                SHARPSBURG, NC 27878
L      3118              07/30/1998     WAKE             919 DURHAM HIGHWAY              WAKE FOREST, NC 27587
L      3119              10/22/1998     JOHNSTON         1137 N. BRIGHTLEAF B            SMITHFIELD, NC 27577
L      3120              10/22/1998     ONSLOW           4450 GUMBRANCH ROAD             JACKSONVILLE, NC 28540
L      3121              10/22/1998     HARNETT          770 N. RALEIGH STREE            ANGIER, NC 27501
L      3122              10/22/1998     NEW HANOVE       6480 MARKET STREET              WILMINGTON, NC 28405
L      3123              08/31/2000     HARNETT          873 LONGBRANCH ROAD             DUNN, NC 28334
L      3125              10/22/1998     ONSLOW           116 PINEY GREEN RD              JACKSONVILLE, NC 28540
L      3126              10/22/1998     ONSLOW           2865 PINEY GREEN RD             MIDWAY PARK, NC 28544
L      3127              10/22/1998     JOHNSTON         234 W. MARKET STREET            SMITHFIELD, NC 27577
L      3128              10/22/1998     JOHNSTON         10081 HWY 70 WEST               CLAYTON, NC 27530
L      3129              10/22/1998     JOHNSTON         825 BROGDEN ROAD  &             SMITHFIELD, NC 27577
L      3130              10/22/1998     DUPLIN           2713 HWY 24 WEST                WARSAW, NC 28398
L      3131              11/05/1998     ROBESON          3002 FAYETTEVILLE RD            LUMBERTON, NC 28358
L      3132              11/05/1998     COLUMBUS         424 N. BROWN ST.                CHADBOURN, NC 28431
L      3133              11/05/1998     COLUMBUS         305 E. 5TH ST.                  TABOR CITY, NC 28463
L      3134              11/05/1998     ROBESON          501 W. 3RD ST.                  PEMBROKE, NC 28372
L      3135              11/05/1998     BRUNSWICK        100 YAUPON DR.                  LONG BEACH, NC 28465
L      3136              11/05/1998     SCOTLAND         1135 S. MAIN ST.                LAURINBURG, NC 28352
L      3139              11/05/1998     CUMBERLAND       1208 BRAGG BLVD.                FAYETTEVILLE, NC 28301
L      3141              11/05/1998     CUMBERLAND       1886 N. BRAGG BLVD              SPRING LAKE, NC 28390
L      3142              11/05/1998     CUMBERLAND       3122 FT. BRAGG RD.              FAYETTEVILLE, NC 28303
L      3143              11/05/1998     BRUNSWICK        4523 MAIN STREET                SHALLOTTE, NC 28459
L      3144              11/05/1998     CUMBERLAND       6489 YADKIN RD.                 FAYETTEVILLE, NC 28303
L      3146              11/05/1998     WAKE             1720 MAIN ST.                   FUQUAY-VARINA, NC 27526
L      3147              11/05/1998     RICHMOND         980 US 1 N.& WIREGRA            ROCKINGHAM, NC 28379
L      3148              11/05/1998     RICHMOND         214 W. BROAD ST.                ROCKINGHAM, NC 28379
L      3151              07/27/2000     NEW HANOVE       6648 GORDON RD.                 WILMINGTON, NC 28405
L      3153              02/25/1999     HERTFORD         1100 E. MEMORIAL DRI            AHOSKIE, NC 27910-3920
L      3154              02/25/1999     RANDOLPH         11315 N. MAIN STREET            ARCHDALE, NC 27263-2856
L      3156              02/25/1999     BLADEN           318 WEST SEABOARD ST            BLADENBORO, NC 28320-9710
L      3157              02/25/1999     CARTERET         302 W.B. MCLEAN DR.             CAPE CARTERET, NC 28584-9203
L      3158              02/25/1999     MOORE            401 MONROE STREET               CARTHAGE, NC 28327
L      3159              02/25/1999     ORANGE           1509 E. FRANKLIN STR            CHAPEL HILL, NC 27514-2887
L      3160              02/25/1999     FORSYTH          2471 LEWISVILLE-CLEM            CLEMMONS, NC 27012-8709
L      3161              02/25/1999     DURHAM           3301 GUESS ROAD                 DURHAM, NC 27705-2105
L      3162              02/25/1999     DURHAM           2301 HOLLOWAY STREET            DURHAM, NC 27703-3315
L      3163              02/25/1999     DURHAM           2322 HIGHWAY 54                 DURHAM, NC 27713-9714
L      3164              02/25/1999     CHOWAN           200 N BROAD STREET              EDENTON, NC 27932-1904
L      3165              02/25/1999     PASQUOTANK       1313 W. EHRINGHAUS S            ELIZABETH CITY, NC 27909-4550
L      3166              02/25/1999     BLADEN           340 S. POPLAR STREET            ELIZABETHTOWN, NC 28337-0221
L      3167              02/25/1999     ROBESON          310 WALNUT STREET               FAIRMONT, NC 28340-2036
L      3168              02/25/1999     CUMBERLAND       400 GROVE STREET                FAYETTEVILLE, NC 28301-0926
L      3170              02/25/1999     CUMBERLAND       2410 OWEN DRIVE                 FAYETTEVILLE, NC 28306-2929
L      3171              02/25/1999     WAKE             1529 N. MAIN STREET             FUQUAY-VARINA, NC 27526-9024
L      3172              02/25/1999     ALAMANCE         419 S. MAIN STREET              GRAHAM, NC 27253-3303
L      3173              02/25/1999     GUILFORD         5321 W. MARKET STREE            GREENSBORO, NC 27409-2628
L      3174              02/25/1999     CRAVEN           1234 E. MAIN STREET             HAVELOCK, NC 28532-2405
L      3175              02/25/1999     GUILFORD         1901 WESTCHESTER DRI            HIGH POINT, NC 27260-7011
L      3176              02/25/1999     GUILFORD         2608 S. MAIN STREET             HIGH POINT, NC 27263-1941
L      3177              02/25/1999     FORSYTH          801 BODENHAMER STREE            KERNERSVILLE, NC 27284-3130
</TABLE>

                                       33

<PAGE>

Prog - STR005R    *      Store Property Type and Address              Page   19
Date -  4/10/2003 *
Time - 11:05:02   *
*******************

<TABLE>
<CAPTION>
Pr     Store      Old       Open
Tp       #        Cbr       Date           County           Street Address                   City/State/Zip
<S>    <C>       <C>     <C>            <C>              <C>                             <C>
L      3178              02/25/1999     STOKES           583 S MAIN STREET               KING, NC 27021
L      3179              02/25/1999     LENOIR           2011 W. VERNON AVE.             KINSTON, NC 28504-3329
L      3180              02/25/1999     LENOIR           2305 N. HERITAGE ST.            KINSTON, NC 28501-1601
L      3181              02/25/1999     LENOIR           310 EAST NEW BERN RO            KINSTON, NC 28504
L      3182              02/25/1999     FORSYTH          1415 LEWISVILLE-                CLEMMONS, NC 27012
L      3183              02/25/1999     DAVIDSON         1401 WINSTON RD                 LEXINGTON, NC 27292-1448
L      3184              02/25/1999     DAVIDSON         905 S. TALBERT BLVD             LEXINGTON, NC 27292-3937
L      3185              02/25/1999     ROCKINGHAM       226 W. HARRISON ST              REIDSVILLE, NC 27320-5012
L      3186              02/25/1999     NASH             737 RALEIGH RD                  ROCKY MOUNT, NC 27803-2621
L      3187              02/25/1999     PERSON           804 DURHAM ROAD                 ROXBORO, NC 27573-5901
L      3188              02/25/1999     FORSYTH          1065 BETHANIA-RURAL             RURAL HALL, NC 27045-9706
L      3189              02/25/1999     ROWAN            2270 STATESVILLE ROA            SALISBURY, NC 28147-9166
L      3190              02/25/1999     HALIFAX          826 S. MAIN STREET              SCOTLAND NECK, NC 27874-1228
L      3191              02/25/1999     FORSYTH          4401 KERNERSVILLE RD            KERNERSVILLE, NC 27284-8106
L      3192              02/25/1999     CHATHAM          14685 HWY 64 W                  SILER CITY, NC 27344
L      3193              02/25/1999     JOHNSTON         1331 BRIGHTLEAF BLVD            SMITHFIELD, NC 27577-4230
L      3194              02/25/1999     IREDELL          102 SIGNAL HILL RD              STATESVILLE, NC 28625-4305
L      3195              02/25/1999     IREDELL          1542 SALISBURY HIGHW            STATESVILLE, NC 28677-6250
L      3196              02/25/1999     DAVIDSON         705 NATIONAL HIGHWAY            THOMASVILLE, NC 27360-2637
L      3197              02/25/1999     DUPLIN           1330 N. NORWOOD STRE            WALLACE, NC 28466-1332
L      3198              02/25/1999     BEAUFORT         481 FIFTH & BRIDGES             WASHINGTON, NC 27889-4308
L      3199              02/25/1999     COLUMBUS         703 N. MADISON STREE            WHITEVILLE, NC 28472-3330
L      3200              02/25/1999     WILKES           610 W MAIN STREET               WILKESBORO, NC 28697-2835
L      3201              02/25/1999     WILSON           2877 WARD BLVD                  WILSON, NC 27893-1746
L      3202              02/25/1999     FORSYTH          289 S STRATFORD ROAD            WINSTON-SALEM, NC 27103-1895
L      3203              02/25/1999     FORSYTH          3499 ROBIN HOOD ROAD            WINSTON-SALEM, NC 27106-4701
L      3204              02/25/1999     FORSYTH          4843 COUNTRY CLUB RD            WINSTON-SALEM, NC 27104-4503
L      3205              02/25/1999     FORSYTH          105 HICKORY TREE RD.            WINSTON-SALEM, NC 27107
O      3213              02/04/1999     PITT             3209 S. MEMORIAL DRI            GREENVILLE, NC 27834
L      3297              10/07/1999     CHATHAM          201 EAST 11TH ST HWY            SILER CITY, NC 27344
L      3298              10/07/1999     CHATHAM          196 SANFORD ROAD                PITTSBORO, NC 27312
L      3299              10/07/1999     LEE              31065 HORNER BLVD               SANFORD, NC 27330
L      3300              10/07/1999     LEE              12457 HWY 421 SOUTH             BROADWAY, NC 27505
L      3301              10/07/1999     MOORE            11495 HWY 15-501 AND            ABERDEEN, NC 28315
L      3302              10/07/1999     WAKE             1414 E WILLIAMS ST H            APEX, NC 27502
L      3303              10/07/1999     WAKE             2506 S. SAUNDERS AND            RALEIGH, NC 27603
L      3368              01/27/2000     SURRY            2372 ZEPHYR RD                  DOBSON, NC 27017
L      3371              01/27/2000     SURRY            2134 W PINE ST                  MT AIRY, NC 27030
L      3419              08/31/2000     PITT             2200 SOUTH EVANS STR            GREENVILLE, NC 27858
L      3442              11/16/2000     DURHAM           3406 HWY 70E & PAGE             DURHAM, NC 27703
L      3470              02/08/2001     CABARRUS         3065 DALE EARNHARDT             KANNAPOLIS, NC 28083
L      3471              01/25/2001     WILSON           4940 US 264 W                   WILSON, NC 27893
L      3472              01/25/2001     LENOIR           509 E NEW BERN RD               KINSTON, NC 28504
L      3473              01/25/2001     CARTERET         5230 HWY 70 W                   MOREHEAD CITY, NC 28557-4506
L      3474              01/25/2001     WAYNE            2035 HWY 70 W                   GOLDSBORO, NC 27530-9543
L      3475              01/25/2001     WAKE             3741 CAPITAL BLVD               RALEIGH, NC 27604-3329
L      3476              01/25/2001     GUILFORD         3302 S HOLDEN RD                GREENSBORO, NC 27407-1410
L      3477              01/25/2001     DURHAM           4604 N ROXBORO RD               DURHAM, NC 27704-1410
L      3479              01/25/2001     WAKE             1900 HWY 70 E                   GARNER, NC 27529-8794
L      3480              01/25/2001     MOORE            1395 US HWY 1 S                 ABERDEEN, NC 28387-6265
L      3481              01/25/2001     CUMBERLAND       5336 CLIFFDALE RD               FAYETTEVILLE, NC 28314-2346
L      3487              12/27/2001     BRUNSWICK        16 OCEAN HIGHWAY WES            SUPPLY, NC 28462
</TABLE>

                                       34

<PAGE>

Prog - STR005R    *      Store Property Type and Address              Page   20
Date -  4/10/2003 *
Time - 11:05:02   *
*******************

<TABLE>
<CAPTION>
Pr     Store      Old       Open
Tp       #        Cbr       Date           County           Street Address                   City/State/Zip
<S>    <C>       <C>     <C>            <C>              <C>                             <C>
L      3489              03/20/2003     DURHAM           7840 LEONARDO DRIVE             DURHAM, NC 27713
O       247              05/25/1978     HORRY            348 DICK POND RD                MYRTLE BEACH, SC 29577
L       273              12/21/1979     HORRY            3305 N KINGS HWY                MYRTLE BEACH, SC 29577
O       277              06/12/1980     BEAUFORT         71 MATTHEWS DR & HWY            HILTON HEAD ISLAND, SC 29928
O       288              10/30/1980     CHARLESTON       2572 ASHLEY RIVER RD            CHARLESTON, SC 29414
O       295              10/16/1980     BEAUFORT         1810 RIBALT RD                  PORT ROYAL, SC 29902
O       298              10/30/1980     DORCHESTER       4010 ASHLEY PHOSPHAT            CHARLESTON, SC 29420
O       299              07/17/1981     LEXINGTON        3016 PLATT SPRINGS R            WEST COLUMBIA, SC 29170
L       301              04/30/1981     GEORGETOWN       3730 HWY. 17 BYPASS             MURRELLS INLET, SC 29576
O       313              03/19/1981     CHARLESTON       5830 DORCHESTER RD              CHARLESTON, SC 29405
O       315              04/16/1981     KERSHAW          2507 MAIN STREET                ELGIN, SC 29045
O       317              12/17/1981     FLORENCE         2352 PAMLICO HWY                FLORENCE, SC 29501
O       321              04/08/1982     BERKELEY         1044 REDBANK RD                 GOOSE CREEK, SC 29445
O       322              04/22/1981     LEXINGTON        5318 BUSH RIVER ROAD            COLUMBIA, SC 29210
O       323              01/07/1982     RICHLAND         3178 ROYAL TOWER RD             IRMO, SC 29063
O       326              10/22/1981     SUMTER           550 SOUTH PIKE EAST             SUMTER, SC 29150
O       327              07/02/1981     FLORENCE         3205 E PALMETTO ST              FLORENCE, SC 29501
O       330              08/13/1981     BERKELEY         215 RED BANK RD.                GOOSE CREEK, SC 29445
O       332              10/08/1981     LEXINGTON        3950 AUGUSTA RD                 WEST COLUMBIA, SC 29169
O       334              07/16/1981     HORRY            1011 GLENN BAY RD               SURFSIDE BEACH, SC 29575
L       338              03/09/1981     HORRY            1001 N 62ND AVE                 MYRTLE BEACH, SC 29577
O       340              10/22/1981     GREENWOOD        1530 BYPASS NE                  GREENWOOD, SC 29646
O       398              11/12/1981     SUMTER           503 BROAD & MILLER S            SUMTER, SC 29150
O       399              01/07/1982     LEXINGTON        1190 SUNSET BLVD                WEST COLUMBIA, SC 29169
L       400              03/10/1983     BEAUFORT         85 POPE AVENUE                  HILTON HEAD ISLAND, SC 29928
L       403              11/19/1981     HORRY            2005 BUSINESS HWY 17            GARDEN CITY, SC 29576
L       408              07/15/1982     BEAUFORT         31 ARROW RD                     HILTON HEAD ISLAND, SC 29928
O       409              03/31/1983     GEORGETOWN       13057 OCEAN HIGHWAY             PAWLEYS ISLAND, SC 29585
O       422              04/13/1984     HORRY            511 HWY 17, 6TH AVE.            NORTH MYRTLE BEACH, SC 29582
L       423              05/10/1984     PICKENS          507 COLLEGE AVE                 CLEMSON, SC 29631
L       424              12/20/1984     HORRY            3400 SOCASTEE BLVD              MYRTLE BEACH, SC 29577
L       425              08/10/1984     HORRY            1710 21ST AVE NORTH             MYRTLE BEACH, SC 29577
L       429              07/12/1984     GREENVILLE       485 HAYWOOD RD                  GREENVILLE, SC 29607
O       430              09/20/1984     BEAUFORT         1610 FORDING ISLAND             BLUFFTON, SC 29926
L       431              05/24/1984     HORRY            9701 N KINGS HWY                MYRTLE BEACH, SC 29577
O       442              02/21/1985     LEXINGTON        3504 CHARLESTON HWY             WEST COLUMBIA, SC 29169
O       445              02/07/1985     RICHLAND         806 BROAD RIVER RD              COLUMBIA, SC 29210
O       446              05/15/1985     BERKELEY         830 COLLEGE PARK ROA            LADSON, SC 29456
O       448              05/03/1985     BERKELEY         1677 NORTH MAIN                 SUMMERVILLE, SC 29483
O       452              05/08/1985     LEXINGTON        3516 BUSH RIVER RD              COLUMBIA, SC 29210
O       453              04/27/1985     RICHLAND         3800 ROSEWOOD DRIVE             COLUMBIA, SC 29205
O       461              07/25/1985     HORRY            860 HWY 17 N.                   LITTLE RIVER, SC 29566
L       465              07/17/1985     HORRY            999 HWY 17 SOUTH                SURFSIDE BEACH, SC 29575
O       470              01/15/1986     RICHLAND         4400 BETHEL CHURCH R            FOREST ACRES, SC 29206
O       476              12/18/1985     LEXINGTON        1259 CHAPIN RD                  CHAPIN, SC 29036
L       479              01/29/1986     HORRY            1009 THIRD AVE. SO.             MYRTLE BEACH, SC 29577
O       482              05/08/1986     HORRY            13 E HWY 9 & 90                 NORTH MYRTLE BEACH, SC 29572
O       489              11/18/1986     RICHLAND         7800 GARNERS FERRY R            COLUMBIA, SC 29209
O       490              10/03/1986     BEAUFORT         1000 RIBAULT & MORRA            PORT ROYAL, SC 29935
L       492              07/17/1986     CHARLESTON       1206 PALM BLVD                  ISLE OF PALMS, SC 29451
O       494              06/27/1987     CHARLESTON       3586 SAVANNAH HWY               JOHNS ISLAND, SC 29455
O       497              04/03/1987     RICHLAND         2235 DECKER BLVD                COLUMBIA, SC 29209
</TABLE>

                                       35

<PAGE>

Prog - STR005R    *      Store Property Type and Address              Page   21
Date -  4/10/2003 *
Time - 11:05:02   *
*******************

<TABLE>
<CAPTION>
Pr     Store      Old       Open
Tp       #        Cbr       Date           County           Street Address                   City/State/Zip
<S>    <C>       <C>     <C>            <C>              <C>                             <C>
O      498               05/15/1987     CHARLESTON       5098 DORCHESTER RD              CHARLESTON, SC 29418
L      499               12/19/1987     DORCHESTER       1365 BOONE HILL RD              SUMMERVILLE, SC 29483
L      528               03/05/1973     LEXINGTON        2015 STATE ST                   CAYCE, SC 29033
L      536               05/24/1973     GREENVILLE       RT 12  STATE PARK RD            GREENVILLE, SC 29609
L      547               09/20/1973     GREENVILLE       932 N E MAIN ST                 SIMPSONVILLE, SC 29681
L      571               07/01/1974     KERSHAW          2001 JEFFERSON DAVIS            CAMDEN, SC 29020
L      574               10/16/1986     RICHLAND         2841 BROAD RIVER ROA            COLUMBIA, SC 29210
L      579               07/11/1975     GREENVILLE       1501 RUTHERFORD RD              GREENVILLE, SC 29609
L      584               04/26/1976     RICHLAND         1200 WHALEY ST                  COLUMBIA, SC 29201
L      593               01/06/1977     DORCHESTER       201 W 5TH ST NORTH              SUMMERVILLE, SC 29483
L      594               04/01/1977     DORCHESTER       1210 CENTRAL AVE                SUMMERVILLE, SC 29483
L      601               04/27/1977     GREENVILLE       1006 WOODRUFF RD                GREENVILLE, SC 29615
O      603               09/23/1977     CHARLESTON       1688 HWY 17 NORTH               MOUNT PLEASANT, SC 29464
L      606               12/16/1977     ABBEVILLE        201 N SIDE MAIN                 DUE WEST, SC 29639
L      615               11/18/1978     COLLETON         1551 N JEFFRIES RD              WALTERBORO, SC 29488
L      617               10/12/1978     BEAUFORT         710 RIBAUT RD                   BEAUFORT, SC 29902
L      618               10/12/1978     BEAUFORT         2311 BOUNDARY ST                BEAUFORT, SC 29902
L      620               09/02/1978     GREENVILLE       2201 WOODRUFF RD.               SIMPSONVILLE, SC 29681
L      621               09/29/1978     YORK             101 MAIN ST                     CLOVER, SC 29710
L      626               09/15/1979     YORK             2165 EBENEZER RD &              ROCK HILL, SC 29730
O      773               09/15/1986     GREENVILLE       429 WADE HAMPTON BLV            GREENVILLE, SC 29604
L      775               08/07/1987     CHARLESTON       106 MAIN RD                     JOHNS ISLAND, SC 29455
L      787               02/13/1988     BEAUFORT         1 GUMTREE RD                    HILTON HEAD ISLAND, SC 29926
O      788               10/16/1987     DORCHESTER       207 OLD TROLLEY RD              SUMMERVILLE, SC 29483
L      790               05/27/1988     HORRY            658 WACHESAW ROAD               MURRELLS INLET, SC 29576
L      791               06/27/1988     GEORGETOWN       315 CHURCH ST                   GEORGETOWN, SC 29440
L      792               10/27/1988     HORRY            2591 GLENNS BAY RD              SURFSIDE BEACH, SC 29575
O      794               03/09/1989     DORCHESTER       1595 TROLLEY RD                 SUMMERVILLE, SC 29483
L      797               04/27/1989     CHARLESTON       2213 ASHLEY PHOSPHAT            NORTH CHARLESTON, SC 29418
L      819               07/20/1989     HORRY            4625 DICK POND RD               MYRTLE BEACH, SC 29575
O      820               06/25/1989     CHARLESTON       906 FOLLY ROAD                  JAMES ISLAND, SC 29412
L      822               10/19/1989     RICHLAND         3416 LEESBURG RD                COLUMBIA, SC 29209
O      833               11/21/1989     KERSHAW          521 HWY 601 S                   LUGOFF, SC 29078
O      839               03/01/1990     CHARLESTON       42 CENTER STREET                FOLLY BEACH, SC 29439
O      840               09/27/1990     CHARLESTON       1402 BEN SAWYER BLVD            MOUNT PLEASANT, SC 29464
L      842               04/19/1990     LEXINGTON        5372 SUNSET BLVD                LEXINGTON, SC 29072
L      845               04/23/1993     CHARLESTON       9195 UNIVERSITY DRIV            NORTH CHARLESTON, SC 29418
L      848               06/17/1994     CHARLESTON       1786 MAIN ROAD                  JOHNS ISLAND, SC 29455
L      849               02/23/1995     RICHLAND         2101 CLEMSON RD.                COLUMBIA, SC 29223
L      853               06/15/1995     HORRY            2995 10TH AVE. NO. E            MYRTLE BEACH, SC 29577
L      855               08/13/1998     BEAUFORT         6 PAMETTO BAY ROAD              HILTON HEAD ISLAND, SC 29928
L      862               11/02/1995     BEAUFORT         290 ROBERT SMALLS PA            BEAUFORT, SC 29906
L      873               04/30/1997     CHARLESTON       2846 HWY 17N                    MOUNT PLEASANT, SC 29464
L      874               04/30/1997     CHARLESTON       404 COLEMAN BVLD                MOUNT PLEASANT, SC 29464
L      875               04/30/1997     CHARLESTON       3689 DORCHESTER RD              CHARLESTON, SC 29405
L      876               04/30/1997     CHARLESTON       1340 CHUCK DAWLEY BL            MOUNT PLEASANT, SC 29464
L      877               04/30/1997     CHARLESTON       2220 MIDDLE STREET              SULLIVAN'S ISLAND, SC 29482
L      878               04/30/1997     CHARLESTON       10105 HIGHWAY 17 NOR            MCCLELLANVILLE, SC 29458
L      879               04/30/1997     BERKELEY         2391 HIGHWAY 41                 WANDO, SC 29492
L      880               04/30/1997     CHARLESTON       1805 SAVANNAH HWY               CHARLESTON, SC 29407
L      881               04/30/1997     CHARLESTON       6303 SAVANNAH HIGHWA            RAVENEL, SC 29470
L      882               04/30/1997     CHARLESTON       5154 N RHETT AVENUE             CHARLESTON, SC 29406
</TABLE>

                                       36

<PAGE>

Prog - STR005R    *      Store Property Type and Address              Page   22
Date -  4/10/2003 *
Time - 11:05:02   *
*******************

<TABLE>
<CAPTION>
Pr     Store      Old       Open
Tp       #        Cbr       Date           County           Street Address                   City/State/Zip
<S>    <C>       <C>     <C>            <C>              <C>                             <C>
L       883              04/30/1997     CHARLESTON       6923 RIVERS AVE                 CHARLESTON, SC 29418
L       884              04/30/1997     CHARLESTON       2802 MAYBANK HIGHWAY            JOHNS ISLAND, SC 29455
L       885              04/30/1997     CHARLESTON       503 MAIN ROAD                   JOHNS ISLAND, SC 29455
L       886              04/30/1997     CHARLESTON       4315 SAVANNAH HIGHWA            RAVENEL, SC 29470
L       887              04/30/1997     DORCHESTER       2895 W. 5TH NORTH ST            SUMMERVILLE, SC 29483
L       907              05/30/1997     BEAUFORT         845 ROBERT SMALLS PA            BEAUFORT, SC 29902
L       908              10/30/1997     HORRY            1500 HWY 544                    CONWAY, SC 29526
L       909              02/19/1998     HORRY            1695 HWY 501 W                  MYRTLE BEACH, SC 29577
L       910              07/16/1998     HORRY            4700 HOLMESTOWN ROAD            MYRTLE BEACH, SC 29575
L       911              08/28/1997     JASPER           HWY. 170/170 ALTERNA            HARDEEVILLE, SC 29927
L       912              08/28/1997     JASPER           HWY. 170/141                    RIDGELAND, SC 29936
L       913              08/28/1997     JASPER           I-95, EXIT 8/HWY 278            HARDEEVILLE, SC 29927
L       917              01/22/1998     BEAUFORT         1553 FORDING ISLAND             HILTON HEAD ISLAND, SC 29926
L      3057              07/02/1998     HORRY            2101 HWY 17 SOUTH               NORTH MYRTLE BEACH, SC 29587
L      3058              07/02/1998     GEORGETOWN       10459 OCEAN HWY                 PAWLEYS ISLAND, SC 29585
L      3059              07/02/1998     HORRY            5600 HWY 17                     MYRTLE BEACH, SC 29575
L      3060              07/02/1998     HORRY            4570 SOCASTEE BLVD.             SOCASTEE, SC 29575
L      3061              07/02/1998     HORRY            400 SEA MOUNTAIN HWY            NORTH MYRTLE BEACH, SC 29582
L      3062              07/02/1998     HORRY            1611 HWY 17 SOUTH               SURFSIDE BEACH, SC 29577
L      3063              07/02/1998     HORRY            HWY 544 AND 137                 SOCASTEE, SC 29577
L      3064              07/02/1998     HORRY            3710 HWY 501                    MYRTLE BEACH, SC 29579
L      3065              07/02/1998     HORRY            1350 KINGS HWY                  NORTH MYRTLE BEACH, SC 29582
L      3066              07/02/1998     HORRY            4509 HWY 17                     NORTH MYRTLE BEACH, SC 29582
L      3067              07/02/1998     GEORGETOWN       5146 HWY 17BP/PENDER            MURRELLS INLET, SC 29576
L      3068              07/02/1998     HORRY            3481 HWY 9 EAST                 LITTLE RIVER, SC 29566
L      3069              07/02/1998     HORRY            4815 HWY 17 SOUTH               NORTH MYRTLE BEACH, SC 29582
L      3070              07/02/1998     HORRY            2301 DICK POND ROAD             MYRTLE BEACH, SC 29577
L      3071              07/02/1998     HORRY            4408 HWY 501                    MYRTLE BEACH, SC 29579
L      3072              07/02/1998     HORRY            1708 HWY 17                     LITTLE RIVER, SC 29566
L      3073              07/02/1998     HORRY            4481 SOCASTEE BLVD/H            MYRTLE BEACH, SC 29575
L      3138              11/05/1998     FLORENCE         2701 S. IRBY ST.                FLORENCE, SC 29501
L      3140              11/05/1998     HORRY            3498 HWY 9 EAST                 LITTLE RIVER, SC 29566
L      3149              11/05/1998     DARLINGTON       1001 S GOVERNOR WILL            DARLINGTON, SC 29532
L      3150              11/05/1998     HORRY            1390 HWY 501 E.                 CONWAY, SC 29526
L      3152              11/05/1998     FLORENCE         3114 E. PALMETTO ST.            FLORENCE, SC 29506
L      3214              07/15/1999     KERSHAW          840 HWY 1 SOUTH                 LUGOFF, SC 29078
L      3215              07/15/1999     RICHLAND         8200 TWO NOTCH ROAD             COLUMBIA, SC 29223
L      3216              07/15/1999     FLORENCE         3817 W. PALMETTO STR            FLORENCE, SC 29501
L      3217              07/15/1999     MARION           200 E. MCINTYRE STRE            MULLINS, SC 29574
L      3218              07/15/1999     FLORENCE         313 WEST LUCAS STREE            FLORENCE, SC 29501
L      3219              07/15/1999     DILLON           1375 HWY 38 WEST                LATTA, SC 29565
L      3220              07/15/1999     HORRY            1599 US HWY 17                  LITTLE RIVER, SC 29566
L      3221              07/15/1999     HORRY            1929 10TH AVE NORTH             MYRTLE BEACH, SC 29577
L      3222              07/15/1999     DILLON           201 HWY 301 SOUTH               DILLON, SC 29536
L      3223              07/15/1999     FLORENCE         4735 E. PALMETTO STR            FLORENCE, SC 29506
L      3224              07/15/1999     HORRY            2863 S. HWY 17 & ATL            GARDEN CITY, SC 29576
L      3225              07/15/1999     HORRY            669 HWY 544                     CONWAY, SC 29526
L      3226              07/15/1999     HORRY            1217 3RD AVE. SOUTH             MYRTLE BEACH, SC 29577
L      3227              07/15/1999     FLORENCE         210 NATIONAL CEMETAR            FLORENCE, SC 29501
L      3228              07/15/1999     HORRY            1600 CHURCH STREET              CONWAY, SC 29526
L      3229              07/15/1999     GEORGETOWN       3741 HWY 17 SOUTH               MURRELLS INLET, SC 29576
L      3230              07/15/1999     MARION           1401 E LIBERTY ST               MARION, SC 29571
</TABLE>

                                       37

<PAGE>

Prog - STR005R    *      Store Property Type and Address              Page   23
Date -  4/10/2003 *
Time - 11:05:02   *
*******************

<TABLE>
<CAPTION>
Pr     Store      Old       Open
Tp       #        Cbr       Date           County           Street Address                   City/State/Zip
<S>    <C>       <C>     <C>            <C>              <C>                             <C>
L     3231               07/15/1999     FLORENCE         3200 PINE NEEDLES RD            FLORENCE, SC 29501
L     3232               07/15/1999     HORRY            2590 GLENNS BAY ROAD            SURFSIDE BEACH, SC 29575
L     3233               07/15/1999     FLORENCE         717 SECOND LOOP ROAD            FLORENCE, SC 29501
L     3234               07/15/1999     HORRY            2875 HWY 501 EAST               AYNOR, SC 29511
L     3235               07/15/1999     DILLON           402 S. RICHARDSON ST            LATTA, SC 29565
L     3236               07/15/1999     FLORENCE         103 PAMPLICO HWY N.             PAMPLICO, SC 29583
L     3237               07/15/1999     FLORENCE         104 GEORGETOWN AVE              JOHNSONVILLE, SC 29555
L     3238               07/15/1999     KERSHAW          433 SUMTER HWY                  CAMDEN, SC 29020
L     3239               07/15/1999     KERSHAW          136 E. DEKALB STREET            CAMDEN, SC 29020
L     3240               07/15/1999     FLORENCE         728 SOUTH CASHUA DRI            FLORENCE, SC 29501
L     3241               07/15/1999     HORRY            1405 S. KINGS HWY               MYRTLE BEACH, SC 29577
L     3242               08/12/1999     KERSHAW          2501 N. BROAD STREET            CAMDEN, SC 29020
L     3243               07/22/1999     AIKEN            3540 RICHLAND DRIVE             WEST AIKEN, SC 29801
L     3244               07/22/1999     AIKEN            1850 WHISKEY ROAD               AIKEN, SC 29803
L     3245               07/22/1999     AIKEN            349 EDGEFIELD DRIVE             BELVEDERE, SC 29841
L     3246               07/22/1999     AIKEN            1107 YORK STREET                AIKEN, SC 29801
L     3247               07/22/1999     AIKEN            3533 AUGUSTA ROAD               WARRENVILLE, SC 29851
L     3248               07/22/1999     AIKEN            318 HAMPTON                     AIKEN, SC 29801
L     3249               07/22/1999     AIKEN            421 W MARTINTOWN RD             NORTH AUGUSTA, SC 29841
L     3250               07/22/1999     AIKEN            702 SILVER BLUFF RD             AIKEN, SC 29803
L     3251               07/22/1999     AIKEN            1176 AUGUSTA ROAD               BATH, SC 29816
L     3252               07/22/1999     AIKEN            1011 EAST PINE LOG R            AIKEN, SC 29803
L     3253               07/22/1999     AIKEN            101 ATOMIC ROAD                 JACKSON, SC 29831
L     3254               07/22/1999     LEXINGTON        I-20 AND RTE 6                  LEXINGTON, SC 29072
L     3256               07/22/1999     AIKEN            937 EDGE FIELD RD               NORTH AUGUSTA, SC 29841
L     3257               07/22/1999     AIKEN            2981 WHISKEY ROAD               AIKEN, SC 29803
O     3260               07/22/1999     LEXINGTON        1900 BUSH RIVER ROAD            COLUMBIA, SC 29210
L     3267               07/22/1999     LEXINGTON        5500 SUNSET BLVD                LEXINGTON, SC 29072
L     3271               07/22/1999     AIKEN            2655 COLUMBIA HWY NO            AIKEN, SC 29801
L     3272               07/22/1999     LEXINGTON        4048 CHARLESTON HWY             WEST COLUMBIA, SC 29172
L     3273               07/22/1999     LEXINGTON        1100 SOUTH LAKE DRIV            LEXINGTON, SC 29072
L     3274               07/22/1999     LEXINGTON        959 OLD CHREOKEE RD             LEXINGTON, SC 29072
L     3276               07/22/1999     GREENVILLE       101 NORTH MAIN STREE            MAULDIN, SC 29662
L     3277               07/22/1999     GREENVILLE       3713 EAST NORTH ST              GREENVILLE, SC 29615
L     3278               07/22/1999     GREENVILLE       1001 WOODRUFF ROAD              GREENVILLE, SC 29607
L     3280               07/22/1999     GREENVILLE       901 W WADE HAMPTON B            GREER, SC 29650
L     3281               07/22/1999     GREENVILLE       7901 WHITE HORSE RD             GREENVILLE, SC 29611
L     3282               07/22/1999     GREENVILLE       820 CHURCH STREET               GREENVILLE, SC 29601
L     3283               07/22/1999     GREENVILLE       2008 ANDERSON ROAD              GREENVILLE, SC 29611
L     3284               07/22/1999     GREENVILLE       906 HAYWOOD ROAD                GREENVILLE, SC 29615
L     3285               07/22/1999     GREENVILLE       5010 PELHAM RD                  GREENVILLE, SC 29615
L     3286               07/22/1999     GREENVILLE       1814 WOODRUFF ROAD              GREENVILLE, SC 29615
L     3287               07/22/1999     GREENVILLE       1609 WEST BLUE RIDGE            GREENVILLE, SC 29611
L     3289               07/22/1999     GREENVILLE       2572 WOODRUFF RD                SIMPSONVILLE, SC 29681
L     3290               07/22/1999     SPARTANBUR       1460 W.O. EZELL BLVD            SPARTANBURG, SC 29301
O     3291               07/22/1999     SPARTANBUR       2204 CHESNEE HWY                SPARTANBURG, SC 29303
L     3292               07/22/1999     SPARTANBUR       1812 EAST MAIN STREE            SPARTANBURG, SC 29301
L     3293               07/22/1999     SPARTANBUR       1994 REIDVILLE RD               SPARTANBURG, SC 29301
L     3294               07/22/1999     SPARTANBUR       2195 EAST MAIN STREE            DUNCAN, SC 29334
O     3295               07/22/1999     CHEROKEE         862 WINSLOW AVE                 GAFFNEY, SC 29341
L     3296               08/19/1999     CHARLESTON       2171 N HWY 17                   MOUNT PLEASANT, SC 29464
L     3353               11/04/1999     CHARLESTON       1141 OLD TOWNE ROAD             CHARLESTON, SC 29407
</TABLE>

                                       38

<PAGE>

Prog - STR005R    *      Store Property Type and Address              Page   24
Date -  4/10/2003 *
Time - 11:05:02   *
*******************

<TABLE>
<CAPTION>
Pr     Store      Old       Open
Tp       #        Cbr       Date           County           Street Address                   City/State/Zip
<S>    <C>       <C>     <C>            <C>              <C>                             <C>
L      3354              11/04/1999     CHARLESTON       5255 RIVERS AVE                 NORTH CHARLESTON, SC 29406
L      3355              11/04/1999     CHARLESTON       1968 MEETING STREET             CHARLESTON, SC 29404
L      3356              11/04/1999     CHARLESTON       897 FOLLY ROAD                  CHARLESTON, SC 29412
L      3357              11/04/1999     CHARLESTON       349 COLEMAN BLVD                MOUNT PLEASANT, SC 29464
L      3358              11/04/1999     CHARLESTON       1301 SAM WRITTENBERG            CHARLESTON, SC 29407
L      3359              11/04/1999     CHARLESTON       1406 SAVANNAH HWY               CHARLESTON, SC 29407
L      3361              01/27/2000     BERKELEY         110 SOUTH HIGHWAY 52            MONCKS CORNER, SC 29461
L      3362              01/27/2000     BERKELEY         2276 N HWY 52                   BONNEAU, SC 29431
L      3363              01/27/2000     BERKELEY         3862 BYRNES DRIVE               ST STEPHEN, SC 29431
L      3377              04/20/2000     BEAUFORT         1 B REGENCY PARKWAY             HILTON HEAD ISLAND, SC 29928
L      3378              04/27/2000     SUMTER           1281 BROAD STREET               SUMTER, SC 29150
L      3379              04/27/2000     SUMTER           3 N. WASHINGTON STRE            SUMTER, SC 29150
L      3380              04/27/2000     SUMTER           660 W. LIBERTY STREE            SUMTER, SC 29150
L      3381              04/27/2000     SUMTER           484 PINEWOOD ROAD               SUMTER, SC 29154
L      3382              04/27/2000     SUMTER           2995 BROAD STREET               SUMTER, SC 29154
L      3403              06/29/2000     SPARTANBUR       2445 COUNTRY CLUB RD            SPARTANBURG, SC 29302
L      3404              06/29/2000     UNION            908 S DUNCAN BYPASS             UNION, SC 29379
L      3405              06/29/2000     SPARTANBUR       7800 WARREN H. ABERN            SPARTANBURG, SC 29301
O      3406              06/29/2000     CHEROKEE         100 SHELBY HWY                  GAFFNEY, SC 29340
L      3407              06/29/2000     SPARTANBUR       118 CEDAR SPRINGS RD            SPARTANBURG, SC 29302
L      3408              06/29/2000     SPARTANBUR       688 E MAIN STREET               SPARTANBURG, SC 29302
L      3409              06/29/2000     SPARTANBUR       1245 ASHEVILLE HWY              SPARTANBURG, SC 29303
L      3410              06/29/2000     SPARTANBUR       3106 S CHURCH ST                SPARTANBURG, SC 29306
L      3411              06/29/2000     SPARTANBUR       2795 BOILING SPRINGS            BOILING SPRINGS, SC 29316
L      3412              06/29/2000     UNION            2980 FURMAN FENDLEY             JONESVILLE, SC 29353
L      3414              06/29/2000     SPARTANBUR       1605 EAST MAIN STREE            DUNCAN, SC 29334
L      3415              06/29/2000     SPARTANBUR       315 JOHN DODD RD                SPARTANBURG, SC 29303
L      3416              06/29/2000     SPARTANBUR       6200 HWY 221                    ROEBUCK, SC 29376
L      3417              10/12/2000     SUMTER           2000 WEDGEFIELD RD              SUMTER, SC 29154-4653
L      3418              08/24/2000     HORRY            11 HWY 17 BUSINESS              NORTH SURFSIDE BEACH, SC 29587
L      3438              12/17/2001     CHEROKEE         403 SHELBY HIGHWAY              GAFFNEY, SC 29340
L      3439              06/27/2002     SPARTANBUR       8998 S.C. HWY. 11               CAMPOBELLO, SC 29322
L      3441              08/31/2000     NEWBERRY         HWY 773 & I26                   PROSPERITY, SC 29126
L      3482              03/22/2001     HORRY            501 HIGHWAY 17 NORTH            SURFSIDE BEACH, SC 29587
L      3483              04/26/2001     GEORGETOWN       3525 HWY 17 S. BUSIN            MURRELLS INLET, SC 29576
L      3484              05/10/2001     HORRY            1501 HIGHWAY 17 NORT            NORTH MYRTLE BEACH, SC 29464
L      3485              06/28/2001     RICHLAND         927 ELMWOOD DRIVE               COLUMBIA, SC 29201
L      3486              06/28/2001     RICHLAND         5425 FOREST DRIVE               COLUMBIA, SC 29201
L      3490              04/03/2003     HORRY            3791 OLEANDER DRIVE             MYRTLE BEACH, SC 29577
O       402              04/06/1982     MONTGOMERY       560 DOVER RD                    CLARKSVILLE, TN 37040
O       407              03/30/1982     MONTGOMERY       1874 MEMORIAL DR                CLARKSVILLE, TN 37040
O       443              05/23/1985     MONTGOMERY       648 LA FAYETTE RD               CLARKSVILLE, TN 37042
O       451              05/09/1985     MONTGOMERY       1801 MADISON STREET             CLARKSVILLE, TN 37040
O       458              10/03/1985     SUMNER           601 HARTSVILLE PIKE             GALLATIN, TN 37066
O       463              08/22/1985     MONTGOMERY       301 PROVIDENCE ROAD             CLARKSVILLE, TN 37042
O       472              04/10/1986     BEDFORD          330 MADISON ST                  SHELBYVILLE, TN 37160
O       473              12/05/1985     MONTGOMERY       1791 WILMA RUDOLPH B            CLARKSVILLE, TN 37040
O       474              03/20/1986     RUTHERFORD       302 W NORTHFIELD BLV            MURFREESBORO, TN 37129
O       477              05/01/1986     BEDFORD          702 S CANNON BLVD.              SHELBYVILLE, TN 37160
O       485              08/14/1986     BEDFORD          900 N MAIN STREET               SHELBYVILLE, TN 37160
L       763              07/27/1979     CHEATHAM         413 SOUTH MAIN ST               ASHLAND CITY, TN 37015
</TABLE>

                                       39

<PAGE>

Prog - STR005R    *      Store Property Type and Address              Page   25
Date -  4/10/2003 *
Time - 11:05:02   *
*******************

<TABLE>
<CAPTION>
Pr     Store      Old       Open
Tp       #        Cbr       Date           County           Street Address                   City/State/Zip
<S>    <C>       <C>     <C>            <C>              <C>                             <C>
L       831              08/24/1989     BEDFORD          1316 MADISON AVE                SHELBYVILLE, TN 37160
L       841              03/01/1990     RUTHERFORD       5022 MURFREESBORO RD            LAVERGNE, TN 37086
L      3107              07/16/1998     Petersburg       2744 S CRATER ROAD              PETERSBURG, VA 23805
L      3108              07/16/1998     Virginia B       1912 LASKIN ROAD                VIRGINIA BEACH, VA 23454
L      3109              07/16/1998     Colonial H       891 TEMPLE AVENUE               COLONIAL HEIGHTS, VA 23834
L      3110              07/16/1998     STAFFORD         34 PROSPERITY LANE              STAFFORD, VA 22406
L      3111              07/16/1998     Virginia B       1600 GENERAL BOOTH B            VIRGINIA BEACH, VA 23454
L      3112              07/16/1998     HANOVER          610 ENGLAND STREET              ASHLAND, VA 23005
L      3113              07/16/1998     Richmond (       1013 NORTH BLVD                 RICHMOND, VA 23230
L      3114              07/16/1998     HALIFAX          1014 BILL TUCK HIGHW            SOUTH BOSTON, VA 24592
L      3115              07/16/1998     Emporia (C       128 N MAIN STREET               EMPORIA, VA 23847
L      3116              07/16/1998     Mecklenburg      702 EAST ATLANTIC AV            SOUTH HILL, VA 23970
L      3155              02/25/1999     NOTTOWAY         321 CHURCH STREET               BLACKSTONE, VA 23824-1601
L      3206              02/25/1999     ALBEMARLE        1099 RIO ROAD                   CHARLOTTESVILLE, VA 22901-1805
L      3207              02/25/1999     Covington        1106 S MONROE STREET            COVINGTON, VA 24426-2053
L      3208              02/25/1999     ROCKINGHAM       750 MARKET STREET               HARRISONBURG, VA 22801-4235
L      3209              02/25/1999     ROANOKE          3919 ELECTRIC ROAD              ROANOKE, VA 24018
L      3210              02/25/1999     Staunton (       636 GREENVILLE AVE.             STAUNTON, VA 24401-4804
L      3211              02/25/1999     SHENANDOAH       629 S. MAIN STREET              WOODSTOCK, VA 22664-1259
L      3212              02/25/1999     WYTHE            690 E. MAIN STREET              WYTHEVILLE, VA 24382-2035
L      3364              01/27/2000     Galax (Cit       806 S MAIN ST                   GALAX, VA 24333
L      3365              01/27/2000     Galax (Cit       532 E STUART DRIVE              GALAX, VA 24333
L      3366              01/27/2000     Galax (Cit       967-A E STUART DR               GALAX, VA 24333
L      3367              01/27/2000     CARROLL          62 KELLY RD                     FANCY GAP, VA 24328
L      3369              01/27/2000     CARROLL          2662 CARROLLTON PIKE            HILLSVILLE, VA 24343
L      3370              01/27/2000     WYTHE            125 HOLSTON RD                  WYTHEVILLE, VA 24382
L      3372              01/27/2000     CARROLL          14264 FANCY GAP                 HWY  CANA, VA 24317
L      3373              01/27/2000     SMYTH            RT 11 HWY 628                   ATKINS, VA 24311
L      3375              01/27/2000     CARROLL          140 E STUART DR                 HILLSVILLE, VA 24343
L      3376              01/27/2000     CARROLL          7115 CHANCES CREEK R            FANCY GAP, VA 24328
L      3383              09/07/2000     Newport Ne       683 J. CLYDE MORRIS             NEWPORT NEWS, VA 23601
L      3478              01/25/2001     Pittsylvani      9181 US HWY 29                  BLAIRS, VA 24527-0284
</TABLE>

Leased Stores  359  Owned Stores  916  Missing Leases  5  Total Stores 1280

                                       40

<PAGE>

                                  SCHEDULE 3.7

                                 TAX ASSESSMENTS

None.

                                       41

<PAGE>

                                  SCHEDULE 3.11

                                      ERISA

     Except to the extent required under Section 4980B of the Code, there are no
Employee Benefit Plans providing health or welfare benefits (through the
purchase of insurance or otherwise) for any retired or former employee of the
Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates.

                                       42

<PAGE>

                                  SCHEDULE 3.13

                              ENVIRONMENTAL MATTERS

     1.   Underground Storage Tank ("UST") Upgrades. Regulations enacted by the
United States Environmental Protection Agency establish requirements with
respect to installing and upgrading UST systems. Under Florida UST laws and
regulations, by December 2009, Borrower is required to ensure that all USTs have
secondary containment around the tanks and associated piping.

     2.   Environmental Remediation and Third Party Claims. Under various
federal, state and local laws, ordinances and regulations, the Borrower, as the
owner or operator of its locations, may be liable for the cost of assessment,
removal or remediation of contamination at its current or former locations,
without regard to whether it knew of, or was responsible for, the presence of
such contamination. The Borrower has experienced known releases at a number of
its sites.

     3.   State Trust Funds. All states in which the Borrower will operate UST
systems have established trust funds for the sharing, recovering and reimbursing
of certain cleanup costs and liabilities incurred as a result of releases from
USTs. These trust funds, which essentially provide insurance coverage for the
cleanup of environmental damages caused by the operation of USTs, are funded by
a UST registration fee and a tax on the wholesale purchase of motor fuels within
each state. The coverage afforded by each state fund varies. However, Florida
does not provide coverage for third-party claims, and Georgia does not provide
coverage for third-party claims relating to personal injury or diminution in
property values. Costs for which the Borrower does not receive reimbursement
include but are not limited to: (i) the per-site deductible; (ii) costs incurred
in connection with releases occurring or reported to trust funds prior to their
inception; (iii) removal and disposal of UST systems; and (iv) costs incurred in
connection with sites otherwise ineligible for reimbursement from the trust
funds. Reimbursements from state trust funds will be dependent upon the
continued maintenance and solvency of the various funds. The State of Florida
trust fund ceased accepting new claims for reimbursement for releases discovered
after December 31, 1998. However, the State of Florida trust fund will continue
to reimburse claims for remedial work performed on sites accepted into its
program before December 31, 1998. The Borrower participates in the trust funds
of all states for new releases with the exception of Georgia and Florida where
private insurance is maintained by the Borrower as the financial mechanism for
remediation in those states.

                                       43

<PAGE>

                                  SCHEDULE 3.17

                               RELATED AGREEMENTS

     1.   Amended and Restated Registration Rights Agreement dated July 2, 1998
          among The Pantry, FS Equity Partners III, L.P. ("FSEP III"), FS Equity
          Partners IV, L.P. ("FSEP IV") FS Equity Partners International, L.P.
          ("FSEP International"), Peter J. Sodini, Chase Manhattan Capital,
          L.P., CB Capital Investors, L.P., and Baseball Partners.

     2.   Amendment No. 1 to the Amended and Restated Registration Rights
          Agreement dated as of June 1, 1999 among The Pantry, FSEP III, FSEP
          IV, FSEP International, Chase Manhattan Capital, L.P., CB Capital
          Investors, L.P., Baseball Partners and Peter J. Sodini.

     3.   Amended and Restated Stockholders' Agreement dated July 2, 1998 among
          The Pantry, FSEP III, FSEP IV, FSEP International, Chase Manhattan
          Capital, L.P., CB Capital Investors, L.P., Baseball Partners and Peter
          J. Sodini.

     4.   Amendment No. 1 to the Amended and Restated Stockholder's Agreement
          dated as of June 1, 1999 among The Pantry, FSEP III, FSEP IV, FSEP
          International, Chase Manhattan Capital, L.P., CB Capital Investors,
          L.P., Baseball Partners and Peter J. Sodini.

     5.   Employment Agreement dated October 1, 1997 between Peter J. Sodini and
          The Pantry.

     6.   Amendment No. 1 to Employment Agreement between The Pantry and Peter
          J. Sodini.

     7.   Amendment No. 2 to Employment Agreement between The Pantry and Peter
          J. Sodini.

     8.   Employment Agreement dated April 30, 2001 between Steven J. Ferriera
          and The Pantry.

     9.   Employment Agreement dated August 10, 2001 between Joseph Krol and The
          Pantry.

     10.  Employment Agreement dated July 28, 2001 between David Zaborski and
          The Pantry.

     11.  Employment Agreement dated July 27, 2001 between Gregory J. Tornberg
          and The Pantry.

                                       44

<PAGE>

                                  SCHEDULE 3.21

                              INTELLECTUAL PROPERTY

     CURRENT TRADEMARKS OWNED BY OR ASSIGNED TO THE PANTRY, INC.:

<TABLE>
<CAPTION>
                       TRADEMARK NAME                                 MARK           REGISTRATION OR SERIAL NO.
------------------------------------------------------------------------------------------------------------------
<S>                                                                <C>                         <C>
THE PANTRY and Design                                                                          1557345
------------------------------------------------------------------------------------------------------------------
THE PANTRY                                                         WORD MARK                   1167513
------------------------------------------------------------------------------------------------------------------
P and Design                                                                                   2149628
------------------------------------------------------------------------------------------------------------------
P THE PANTRY and Design (Tall 'P')                                                             2088093
------------------------------------------------------------------------------------------------------------------
P THE PANTRY and Design (Long 'P')                                                             2122059
------------------------------------------------------------------------------------------------------------------
LIL' CHILL                                                                                     1745986
------------------------------------------------------------------------------------------------------------------
CHICKEN N' BISCUITS and Design                                                                 1433356
------------------------------------------------------------------------------------------------------------------
POWER PERK                                                         WORD MARK                   1389273
------------------------------------------------------------------------------------------------------------------
WHEN YOU RUN OUT RUN OUT TO THE PANTRY                             WORD MARK                   1532395
------------------------------------------------------------------------------------------------------------------
THE GRILLING DEPOT                                                 WORD MARK                   2107794
------------------------------------------------------------------------------------------------------------------
BIG CHILL                                                          WORD MARK                   1331174
------------------------------------------------------------------------------------------------------------------
CONCESSIONS                                                        WORD MARK                   2333856
------------------------------------------------------------------------------------------------------------------
BEAN STREET COFFEE COMPANY                                         WORD MARK                   2348885
------------------------------------------------------------------------------------------------------------------
ETNA and Design  (North Carolina)                                                              T-2595
------------------------------------------------------------------------------------------------------------------
QUICK STOP (within an elongated octangular sign) (North Carolina)                              T-9739
------------------------------------------------------------------------------------------------------------------
EXPRESS STOP  (North Carolina)                                     WORD MARK                   T-14892
------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       45

<PAGE>

<TABLE>
<S>                                                                <C>                      <C>
EXPRESS STOP and Design  (North Carolina)                                                      007116
------------------------------------------------------------------------------------------------------------------
EXPRESS STOP and Design  (South Carolina)                                                     00412589
------------------------------------------------------------------------------------------------------------------
WORTH and Design                                                                               1372925
------------------------------------------------------------------------------------------------------------------
ZIP Z MART and Design (licensed to (from Stallings Oil),                                       2000540
but not owned by, The Pantry)
------------------------------------------------------------------------------------------------------------------
ZIPMART and Design (licensed to (from Stallings Oil),                                           999302
but not owned by, The Pantry)
------------------------------------------------------------------------------------------------------------------
FOOD CHIEF and Design                                                                          2326263
------------------------------------------------------------------------------------------------------------------
FOOD CHIEF                                                         WORD MARK                   1213614
------------------------------------------------------------------------------------------------------------------
BIG K FOOD STORES (Mississippi)                                    WORD MARK                  52600792
------------------------------------------------------------------------------------------------------------------
BEAN STREET MARKET and Design                                                                 76/120396
------------------------------------------------------------------------------------------------------------------
KOALA                                                                                         76/358383
------------------------------------------------------------------------------------------------------------------
KOALA                                                                                         76/358384
------------------------------------------------------------------------------------------------------------------
LIL' CHAMP FOOD STORE and Design                                                               1365016
------------------------------------------------------------------------------------------------------------------
LIL' CHAMP and Figure Design (Florida)                                                         921621
------------------------------------------------------------------------------------------------------------------
SMOKERS EXPRESS (Florida)                                          WORD MARK                T98000001423
------------------------------------------------------------------------------------------------------------------
KNOCK OUT                                                          WORD MARK                   2180896
------------------------------------------------------------------------------------------------------------------
HANDY WAY                                                                                      1875705
------------------------------------------------------------------------------------------------------------------
SPRINT (Florida)                                                   WORD MARK                   925356
------------------------------------------------------------------------------------------------------------------
K                                                                                              2318479
------------------------------------------------------------------------------------------------------------------
K KANGAROO                                                                                     1722469
------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       46

<PAGE>

<TABLE>
<S>                                                                <C>                        <C>
KANGAROO                                                           WORD MARK                   1354632
------------------------------------------------------------------------------------------------------------------
THE ROO                                                            WORD MARK                   2237356
------------------------------------------------------------------------------------------------------------------
FAST LANE                                                          WORD MARK                   1219408
------------------------------------------------------------------------------------------------------------------
ME MARKET EXPRESS (stylized)                                                                   1199163
------------------------------------------------------------------------------------------------------------------
AUNT M'S                                                                                       2683350
------------------------------------------------------------------------------------------------------------------
CANDY LANE                                                         WORD MARK                  76/394440
------------------------------------------------------------------------------------------------------------------
AUNT M'S CHICKEN                                                                               2683339
------------------------------------------------------------------------------------------------------------------
CELESTE (natural spring water)                                     WORD MARK                  76/389324
------------------------------------------------------------------------------------------------------------------
THE CHILL ZONE                                                     WORD MARK                  76/448056
------------------------------------------------------------------------------------------------------------------
CELESTE (soft drinks)                                              WORD MARK                  76/493760
------------------------------------------------------------------------------------------------------------------
SNACKIN SAMS                                                                                   1482037
------------------------------------------------------------------------------------------------------------------
          OTHER PROPRIETARY INTELLECTUAL PROPERTY
------------------------------------------------------------------------------------------------------------------
Gasoline Pricing System                                               N/A                        N/A
------------------------------------------------------------------------------------------------------------------
Payroll System                                                        N/A                        N/A
------------------------------------------------------------------------------------------------------------------
Cash Management                                                       N/A                        N/A
------------------------------------------------------------------------------------------------------------------
Corporate Audit System                                                N/A                        N/A
------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       47

<PAGE>

<TABLE>
<S>                                                                   <C>                        <C>
Maintenance Tracking System                                           N/A                        N/A
------------------------------------------------------------------------------------------------------------------
Internet/Intranet Website                                             N/A                        N/A
------------------------------------------------------------------------------------------------------------------
Application Security System                                           N/A                        N/A
------------------------------------------------------------------------------------------------------------------
Store Information System                                              N/A                        N/A
------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       48

<PAGE>

                                 SCHEDULE 4.1-1

                         FORM OF SECRETARY'S CERTIFICATE

Pursuant to Section 4.1(b) of the Amended and Restated Credit Agreement dated as
of April __, 2003 (as amended, restated or otherwise modified, the "Credit
Agreement") among The Pantry, Inc. (the "Borrower"), the Domestic Subsidiaries
of the Company from time to time party thereto, as Guarantors, the Lenders from
time to time party thereto, Wachovia Bank, National Association, as
Administrative Agent (the "Administrative Agent"), the undersigned ____________
of [CREDIT PARTY] hereby certifies as follows:

     1.   Attached hereto as Annex I is a true and complete copy of resolutions
duly adopted by the board of directors of [CREDIT PARTY] which (i) approve and
adopt the Credit Documents to which [CREDIT PARTY] is a party and the
transactions contemplated therein and (ii) authorize the execution and delivery
of such Credit Documents. Such resolutions have not been rescinded or modified
and have been in full force and effect since their adoption to and including the
date hereof and are now in full force and effect; and such resolutions are the
only proceedings now in force relating to or affecting the matters referred to
therein.

     2.   Attached hereto as Annex II is a true and complete copy of the
Certificate of Incorporation of [CREDIT PARTY] as in effect at all times since
_______________ to and including the date hereof.

     3.   Attached hereto as Annex III is a true and complete copy of the bylaws
of [CREDIT PARTY] and all amendments thereto as in effect on the date hereof.

     4.   The following persons are now the duly elected and qualified officers
of [CREDIT PARTY], holding the offices indicated next to the names below on the
date hereof, and the signatures appearing opposite the names below are their
true and genuine signatures, and each of such officers is duly authorized to
execute and deliver on behalf of [CREDIT PARTY] the Credit Agreement, the Notes
and the other Credit Documents to be issued pursuant thereto:

      Name                      Office                                Signature
      ----                      ------                                ---------

                                       49

<PAGE>

     IN WITNESS WHEREOF, the undersigned has hereunto set his/her name and
affixed the corporate seal of [CREDIT PARTY].

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

Date: ____________, 2003

     I, ________________, _______________ of [CREDIT PARTY], hereby certify that
______________, whose genuine signature appears above, is a duly elected,
qualified and acting _______________ of [CREDIT PARTY].

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

Date: ____________, 2003

                                       50

<PAGE>

                                 SCHEDULE 4.1-2

                              MORTGAGED PROPERTIES

Prog - STR005R    *         Store Property Type and Address            Page    1
Date -  4/04/2003 *
Time -  8:18:39   *
*******************

<TABLE>
<CAPTION>
  Property     Store       Old        Handy    Open
    Type         #        Cobra#       Way     Date      County               Street Address             City/State/Zip
<S>            <C>         <C>        <C>    <C>         <C>               <C>                        <C>
Owned          1010        1010              11/20/1971  Marion            5198 SE ABSHIER BLVD       BELLEVIEW, FL 34420
Owned          1013        1013              01/14/1972  Bradford          2158 N TEMPLE AVENUE       STARKE, FL 32091
Owned          1035        1035              07/16/1972  St. Johns         9900 SHANDS PIER RD        JACKSONVILLE, FL 32259
Owned          1040        1040              10/14/1972  St. Johns         120 VILANO ROAD            ST AUGUSTINE, FL 32095
Owned          1041        1041              12/02/1972  Levy              392 N. HATHAWAY AVE        BRONSON, FL 32612
Owned          1042        1042              12/16/1972  Sumter            8727 N US 301              WILDWOOD, FL 34785
Owned          1043        1043              12/09/1972  St. Johns         6929 A1A, S                ST AUGUSTINE, FL 32086
Owned          1066        1066              01/31/1974  Seminole          1920 FRENCH AVENUE         SANFORD, FL 32771
Owned          1069        1069              03/08/1974  St. Johns         4760 US 1, N, SUITE A      ST AUGUSTINE, FL 32095
Owned          1084        1084              07/26/1974  Duval             11985 BEACH BLVD           JACKSONVILLE, FL 32246
Owned          1095        1095              07/25/1975  Duval             2810 SR A1A                ATLANTIC BEACH, FL 32233
Owned          1101        1101              08/27/1976  St. Johns         511 ANASTASIA BLVD         ST AUGUSTINE, FL 32084
Owned          1102        1102              09/24/1976  Duval             5708 NW 34TH ST            GAINESVILLE, FL 32653
Owned          1106        1106              11/18/1976  Alachua           203 NE 39TH AVE            GAINESVILLE, FL 32609
Owned          1113        1113              11/03/1977  Seminole          1119 E 25TH ST             SANFORD, FL 32771
Owned          1119        1119              08/23/1977  Alachua           16130- 10 N.W. US HWY 441  ALACHUA, FL 32615
Owned          1127        1127              08/03/1978  Duval             953 NEW BERLIN RD          JACKSONVILLE, FL 32218
Owned          1132        1132              02/15/1979  Duval             9750 OLD ST AUG. RD        JACKSONVILLE, FL 32257
Owned          1133        1133              03/21/1979  Duval             6655 OLD KINGS RD, N       JACKSONVILLE, FL 32219
Owned          1134        1134              04/19/1979  Duval             310 SOUTH LANE AVE         JACKSONVILLE, FL 32254
Owned          1136        1136              09/12/1979  Duval             2950 EDGEWOOD AVE, N       JACKSONVILLE, FL 32254
Owned          1142        1142              07/24/1980  Alachua           3509 WILLISTON ROAD SW     GAINESVILLE, FL 32608
Owned          1158        1158              09/17/1981  Duval             1005 EDGEWOOD AVE, S       JACKSONVILLE, FL 32205
Owned          1172        1172              01/06/1983  Clay              2468 BLANDING BLVD         MIDDLEBURG, FL 32068
Owned          1195        1195              08/09/1984  Duval             4525 SUNBEAM RD            JACKSONVILLE, FL 32257
Owned          1202        1202              03/14/1985  Alachua           14411 N.W. US Highway 441  ALACHUA, FL 32615
Owned          1205        1205              06/13/1985  Osceola           101 BUENAVENTURA BLVD      KISSIMMEE, FL 34743
Owned          1208        1208              06/20/1985  Duval             5408 MAIN STREET           JACKSONVILLE, FL 32208
Owned          1220        1220              12/04/1986  Alachua           7404 NE WALDO RD           GAINESVILLE, FL 32609
Owned          1223        1223              03/12/1987  Alachua           5200 NE WALDO RD           GAINESVILLE, FL 32609
Owned          1226        1226              02/19/1987  Seminole          7499 SR 427                SANFORD, FL 32773
Owned          1227        1227              05/03/1987  Orange            18359 E COLONIAL DR        ORLANDO, FL 32820
Owned          1228        1228              05/03/1987  Clay              3075 HWY 17                GREEN COVE SPRINGS, FL 32
Owned          1229        1229              05/28/1987  Flagler           4850 E HIGHWAY 100         FLAGLER BEACH, FL 32136
Owned          1231        1231              08/06/1987  Duval             3605 ST JOHN'S BLUFF RD    JACKSONVILLE, FL 32224
Owned          1233        1233              02/03/1988  Flagler           500 E MOODY STREET         BUNNELL, FL 32110
Owned          1236        1236              02/18/1988  Osceola           4301 13TH STREET           ST CLOUD, FL 34769
Owned          1237        1237              03/11/1988  Marion            3232 W SILVER SPGS BLVD    OCALA, FL 34475
Owned          1238        1238              04/21/1988  Marion            14780 NE HWY 315           FT MCCOY, FL 32134
Owned          1239        1239              04/14/1988  Osceola           1700 N THACKER AVENUE      KISSIMMEE, FL 32741
Owned          1240        1240              04/22/1988  Orange            2438 SHADER ROAD           ORLANDO, FL 32804
Owned          1241        1241              06/15/1988  Orange            6201 EDGEWATER DR          ORLANDO, FL 32810
Owned          1242        1242              08/25/1988  Marion            17980 N US HWY 441         ORANGE LAKE, FL 32681
Owned          1244        1244              07/16/1988  Seminole          2095 COUNTY RD 427 N       LONGWOOD, FL 32750
Owned          1245        1245              08/18/1988  Duval             202 EDGEWOOD AVE, S        JACKSONVILLE, FL 32254
Owned          1248        1248              07/31/1988  St. Johns         800 S PONCE DELEON BLVD    ST AUGUSTINE, FL 32084
Owned          1250        1250              01/12/1989  Duval             5711 BOWDEN ROAD, #1       JACKSONVILLE, FL 32216
Owned          1251        1251              11/16/1988  Marion            7676 N US HWY 441          OCALA, FL 34475
Owned          1253        1253              12/28/1988  Duval             5001 HECKSCHER DR          JACKSONVILLE, FL 32226
Owned          1256        1256              04/05/1989  Volusia           1712 DOYLE ROAD            DELTONA, FL 32738
Owned          1259        1259              04/20/1989  Marion            12995 N US HWY 441         CITRA, FL 34475
Owned          1261        1261              06/30/1989  Orange            2986 SILVER STAR RD        ORLANDO, FL 32808
</TABLE>

                                       51

<PAGE>

Prog - STR005R    *         Store Property Type and Address            Page    2
Date -  4/04/2003 *
Time -  8:18:39   *
*******************

<TABLE>
<CAPTION>
  Property     Store       Old        Handy    Open
    Type         #        Cobra#       Way     Date      County               Street Address             City/State/Zip
<S>            <C>         <C>        <C>    <C>         <C>               <C>                        <C>
Owned          1262       1262              10/12/1989  Nassau           2504 NORTH KINGS RD        HILLIARD, FL 32046
Owned          1263       1263              09/15/1989  Volusia          1380 HOWLAND BLVD          DELTONA, FL 32738
Owned          1265       1265              01/18/1990  Flagler          1201 PALM HARBOR PKWY      PALM COAST, FL 32137
Owned          1266       1266              02/15/1990  Osceola          1297 SIMPSON RD            KISSIMMEE, FL 34744
Owned          1267       1267              04/12/1990  Flagler          #3 KINGSWOOD DR            PALM COAST, FL 32137
Owned          1271       1271              05/24/1991  Volusia          1520 N US 1                ORMOND BEACH, FL 32174
Owned          1272       1272              06/27/1991  Volusia          100 US 17-92               DEBARY, FL 32713
Owned          1273       1273              08/15/1991  Volusia          2798 ELKCAM BLVD           DELTONA, FL 32738
Owned          1276       1276              01/16/1992  Orange           808 CHICKASAW TRAIL, N     ORLANDO, FL 32825
Owned          1277       1277              04/16/1992  Seminole         690 W AIRPORT BLVD         SANFORD, FL 32773
Owned          1278       1278              12/10/1992  Flagler          5484 N OCEANSHORE BLVD     PALM COAST, FL 32137
Owned          1279       1279              03/30/1995  St. Johns        2919 COASTAL HWY           ST AUGUSTINE, FL 32095
Owned          1285       1285              12/22/1994  Clay             2816 HENLEY ROAD           GREEN COVE SPRINGS, FL 32
Owned          1286       1286              05/11/1995  Citrus           7985 NORTH CITRUS AVE      CRYSTAL RIVER, FL 34428
Owned          1290       1290              08/21/1997  Flagler          890 PALM COAST PKWY SW     PALM COAST, FL 32137
Owned          1291       1291              10/17/1996  Brevard          7290 GEORGE T. EDWARD DR   MELBOURNE, FL 32940
Owned          1305                         05/02/1998  Alachua          2300 E UNIVERSITY AVE      GAINESVILLE, FL 32609
Owned          1309                         05/02/1998  Gilchrist        705 N MAIN ST              TRENTON, FL 32693
Owned          1313                         04/29/1998  Alachua          4221 NW 16TH BLVD          GAINESVILLE, FL 32605
Owned          1322                         09/01/1998  Baker            340 E MACCLENNY AVE        MACCLENNY, FL 32063
Owned          1323                         09/01/1998  Clay             205 S. LAWRENCE BLVD       KEYSTONE HEIGHTS, FL 3265
Owned          2046                  4046   01/28/1999  Volusia          1101 DERBYSHIRE            HOLLY HILL, FL 32117
Owned          2049                  4049   01/28/1999  Seminole         4140 E SR46                SANFORD, FL 32771
Owned          2050                  4050   01/28/1999  Volusia          1591 DUNLAWTON AVE         PORT ORANGE, FL 32119
Owned          2053                  4053   01/28/1999  Putnam           1171 HIGHWAY 17S           SATSUMA, FL 32189
Owned          2072       6072       1072   01/28/1999  Volusia          239 N. CENTER STREET       PIERSON, FL 32180
Owned          2074                  2074   01/28/1999  Volusia          2123 INTERNATIONAL SPEEDW  DELAND, FL 32724
Owned          2102                  5102   01/28/1999  Volusia          2185 W. STATE ROAD 44      DELAND, FL 32720
Owned          2103                  5103   01/28/1999  Orange           10 E. SILVER STAR ROAD     OCOEE, FL 34761
Owned          2104                  5104   01/28/1999  Volusia          1058 N. US 1               ORMOND BEACH, FL 32174
Owned          2105                  5105   01/28/1999  Marion           13873 S.E. HIGHWAY 42      WEIRSDALE, FL 32195
Owned          2106                  5106   01/28/1999  Orange           8299 SILVER STAR ROAD      ORLANDO, FL 32818
Owned          2107                  2107   01/28/1999  Putnam           551 S. SUMMIT STREET       CRESCENT CITY, FL 32112
Owned          2108                  5108   01/28/1999  Lake             1525 US HWY 27             CLERMONT, FL 34711
Owned          2110                  5110   01/28/1999  Seminole         5690 WEST SR 46            SANFORD, FL 32771
Owned          2111                  5111   01/28/1999  Brevard          6004 US HIGHWAY 1          SCOTTSMOOR, FL 32775
Owned          2114                  5114   01/28/1999  Lake             810 US HWY 27              MINNEOLA, FL 34755
Owned          2115                  5115   01/28/1999  Volusia          1099 W. INT'L SPEEDWAY BLV DELAND, FL 32720
Owned          2116                  5116   01/28/1999  Orange           17503 W SR 50              OAKLAND, FL 34760
Owned          2117                  5117   01/28/1999  Putnam           241 S. HIGHWAY 17          EAST PALATKA, FL 32131
Owned          2118                  5118   01/28/1999  Lake             24425 SR 44                EUSTIS, FL 32736
Owned          2119                  5119   01/28/1999  Citrus           8486 N. CARL G. ROSE HWY   HERNANDO, FL 34442
Owned          2120                  5120   01/28/1999  Marion           14870 S US HIGHWAY 441     SUMMERFIELD, FL 34491
Owned          2122                  5122   04/22/1999  Marion           3550 N US HIGHWAY 441      OCALA, FL 34475
Owned          2123                  5123   01/28/1999  Marion           6155 SW HIGHWAY 200        OCALA, FL 34476
Owned          2125                  5125   02/04/1999  Polk             45489 US HWY 27            DAVENPORT, FL 33837
Owned          2157       6157       1157   01/28/1999  Putnam           1140 CR 309                WELAKA, FL 32193
Owned          2184       6184       1184   01/28/1999  Volusia          1022 E. NEW YORK AVE       DELAND, FL 32724
Owned          2207                  5107   01/28/1999  Orange           12390 E. COLONIAL DR       ORLANDO, FL 32826
Owned          2209                  5109   01/28/1999  Polk             101 POLO PARK BLVD E       DAVENPORT, FL 33837
Owned          2234                  3234   01/28/1999  Volusia          1701 N. VOLUSIA AVE        ORANGE CITY, FL 32763
Owned          2235                  3235   01/28/1999  Putnam           624 S STATE ROAD 19 N      PALATKA, FL 32177
</TABLE>

                                       52

<PAGE>

Prog - STR005R    *         Store Property Type and Address            Page    3
Date -  4/04/2003 *
Time -  8:18:39   *
*******************

<TABLE>
<CAPTION>
  Property     Store       Old        Handy    Open
    Type         #        Cobra#       Way     Date      County               Street Address             City/State/Zip
<S>            <C>         <C>        <C>    <C>         <C>               <C>                        <C>
Owned          2236                 3236   01/28/1999  Brevard           2498 TURPENTINE RD         MIMS, FL 32754
Owned          2258       6258      1258   01/28/1999  Volusia           1717 S US 17               BARBERVILLE, FL 32105
Owned          2271       6271      1271   01/28/1999  Volusia           1695 N. US 17              SEVILLE, FL 32190
Owned          2291                 4291   01/28/1999  St. Johns         6750 US1 SOUTH             ST AUGUSTINE, FL 32086
Owned          2292                 4292   01/28/1999  Lake              7609 US 441                LEESBURG, FL 34748
Owned          2307       6107      1107   01/28/1999  Putnam            131 SR 207                 EAST PALATKA, FL 32131
Owned          2314                 3314   01/28/1999  Marion            10143 SE SUNSET HARBOR RD  SUMMERFIELD, FL 34491
Owned          2321                 3321   01/28/1999  Marion            13002 NE JACKSONVILLE ROA  SPARR, FL 32192
Owned          2322                 3322   01/28/1999  Marion            15877 E HWY 40             SILVER SPRINGS, FL 34488
Owned          2326                 3326   01/28/1999  Marion            12475 NW GAINESVILLE RD    LOWELL, FL 32663
Owned          2328                 3329   01/28/1999  Marion            1940 SE 58TH AVENUE        OCALA, FL 34471
Owned          2329                 1329   01/28/1999  Putnam            902 SR 20                  INTERLACHEN, FL 32148
Owned          2330                 3330   01/28/1999  Marion            6000 W SR 40               OCALA, FL 34482
Owned          2332                 3332   01/28/1999  Lake              10030 CR 44                LEESBURG, FL 34788
Owned          2334                 3334   01/28/1999  Orange            4914 ROCK SPRINGS ROAD     APOPKA, FL 32712
Owned          2403                 4403   01/28/1999  Lake              23932 SR46 (SORRENTO AVE)  SORRENTO, FL 32776
Owned          2404                 4404   01/28/1999  Orange            1252 S. APOPKA BLVD        APOPKA, FL 32703
Owned          2405                 4405   01/28/1999  Marion            225 NE 28TH AVE            OCALA, FL 34471
Owned          2406                 4406   01/28/1999  Seminole          4181 ORANGE BLVD           LAKE MONROE, FL 32747
Owned          2408                 4408   01/28/1999  Volusia           3930 SR 44                 NEW SMYRNA BEACH, FL 3216
Owned          2416                 1416   01/28/1999  Alachua           6905 NE HWY 301            HAWTHORNE, FL 32640
Owned          2419                 1428   01/28/1999  Volusia           446 S LAKEVIEW DRIVE       LAKE HELEN, FL 32744
Owned          2426                  426   01/28/1999  Putnam            519 N. SUMMIT STREET       CRESCENT CITY, FL 32112
Owned          2430                 1430   01/28/1999  Volusia           905 S SPRING GARDEN AVE    DELAND, FL 32720
Owned          2483                 1483   01/28/1999  Seminole          905 SR 434                 ALTAMONTE SPRINGS, FL 327
Owned          2502                 4502   01/28/1999  Seminole          1000 LOCWOOD ROAD          OVIEDO, FL 32765
Owned          2503                 4503   01/28/1999  Lake              2101 SR 19                 TAVARES, FL 32778
Owned          2504                 4504   01/28/1999  Orange            10001 LAKE UNDERHILL DR    ORLANDO, FL 32825
Owned          2505                 4505   01/28/1999  Volusia           399 S US 17/92             DEBARY, FL 32713
Owned          2525                 1525   01/28/1999  Volusia           1805 S. RIDGEWOOD AVE      EDGEWATER, FL 32132
Owned          2574                 3574   01/28/1999  Volusia           1520 SR 40                 ORMOND BEACH, FL 32174
Owned          2575                 3575   01/28/1999  Lake              100 MILLER STREET          FRUITLAND PARK, FL 34731
Owned          2576                 3576   01/28/1999  St. Johns         1115 A1A BEACH BLVD        ST AUGUSTINE BEACH, FL 32
Owned          2655                 1655   01/28/1999  Seminole          135 E. SR 46               GENEVA, FL 32732
Owned          2777                  777   01/28/1999  Putnam            1777 HIGHWAY 17S           POMONA PARK, FL 32181
Owned          2798                 3798   01/28/1999  Lake              2999 W. MAIN STREET        LEESBURG, FL 34748
Owned          2800                 3800   01/28/1999  Lake              8049 SR 48                 YALAHA, FL 34797
Owned          2802                 3802   01/28/1999  Putnam            2803 SILVER LAKE DRIVE     PALATKA, FL 32177
Owned          2804                 3804   01/28/1999  Lake              391 N. CENTRAL AVENUE      UMATILLA, FL 32784
Owned          2805                 3805   01/28/1999  Orange            400 FRANKLIN STREET        OCOEE, FL 34761
Owned          2806                 3806   01/28/1999  Volusia           320 N. SR 415              OSTEEN, FL 32764
Owned          2904                 3904   01/28/1999  Volusia           2095 E SR 44               DELAND, FL 32724
Owned          2908                 3908   01/28/1999  Marion            8664 SW 103RD STREET RD    OCALA, FL 34481
Owned          2910                 3910   01/28/1999  Volusia           601 BEVILLE ROAD           S. DAYTONA, FL 32119
Owned          6009                        04/14/1983  Putnam            400 SR 26                  MELROSE, FL 32666
Owned          6019                        09/28/1983  Clay              2000 STATE ROAD 16W        GREEN COVE SPRINGS, FL 32
Owned          6020                        08/29/1971  Nassau            1015 ATLANTIC BLVD         FERNANDINA BEACH, FL 3203
Owned          6034                        04/14/1973  Clay              102 SUZANNE AVE            ORANGE PARK, FL 32073
Owned          6038         38             04/23/1985  Duval             7992 NORMANDY BLVD         JACKSONVILLE, FL 32221
Owned          6039         39             08/11/1983  Duval             4024 SOUTHSIDE BLVD        JACKSONVILLE, FL 32216
Owned          6042         42             06/22/1973  Clay              2584 SR 220                DOCTORS INLET, FL 32030
Owned          6051         51             10/10/1985  Bradford          2652 S E STATE RD 21       MELROSE, FL 32666
</TABLE>

                                       53

<PAGE>

Prog - STR005R    *         Store Property Type and Address            Page    4
Date -  4/04/2003 *
Time -  8:18:39   *
*******************

<TABLE>
<CAPTION>
  Property     Store       Old        Handy    Open
    Type         #        Cobra#       Way     Date      County               Street Address             City/State/Zip
<S>            <C>         <C>        <C>    <C>         <C>               <C>                        <C>
Owned          6058          58            05/14/1975  Alachua         5420 W SR 235 (P.O. BOX 2  LACROSSE, FL 32658
Owned          6059          59            07/03/1975  Alachua         1516 SE 4TH ST             GAINESVILLE, FL 32641
Owned          6070          70            06/24/1976  Marion          16991 EAST HIGHWAY 40      SILVER SPRINGS, FL 34488
Owned          6073          73            10/21/1976  Duval           8181 103RD ST              JACKSONVILLE, FL 32210
Owned          6079          79            07/14/1977  Lake            24421 SR 40/BOX 336        ASTOR, FL 32102
Owned          6081          81            07/22/1977  Volusia         4622 S CLYDE MORRIS BLVD   PORT ORANGE, FL 32119
Owned          6082          82            08/12/1977  Volusia         1379 BEVILLE RD            DAYTONA BEACH, FL 32119
Owned          6084          84            01/20/1978  St. Johns       1790 SR 13                 JACKSONVILLE, FL 32259
Owned          6094          94            03/23/1978  Brevard         3164 MAIN ST, W            MIMS, FL 32754
Owned          6116         116            12/19/1978  Duval           13434 ST AUGUSTINE RD      JACKSONVILLE, FL 32258
Owned          6118         118            08/04/1981  St. Johns       2800 US 1, S               ST AUGUSTINE, FL 32086
Owned          6120         120            09/13/1979  Pasco           15434 HWY 19, N            HUDSON, FL 34667
Owned          6128         128            04/10/1980  Brevard         6155 N COURTENAY           MERRITT ISLAND, FL 32953
Owned          6130         130            01/31/1980  Duval           8838 ATLANTIC BLVD         JACKSONVILLE, FL 32211
Owned          6131         131            03/06/1980  Brevard         4001 N WICKHAM RD          MELBOURNE, FL 32935
Owned          6145         145            01/13/1982  Brevard         7175 HWY 1 N               COCOA, FL 32927
Owned          6149         149            06/10/1982  Brevard         701 S PARK AVENUE          TITUSVILLE, FL 32780
Owned          6150         150            05/05/1982  Volusia         2460 OCEAN SHORE BLVD      ORMOND BEACH, FL 32176
Owned          6152         152            05/19/1982  Duval           1092 S MCDUFF AVENUE       JACKSONVILLE, FL 32205
Owned          6155         155            11/18/1982  Orange          4252 S ORANGE BLOSSOM TR   ORLANDO, FL 32839
Owned          6156         156            01/05/1983  Brevard         3990 LAKE DRIVE            COCOA, FL 32926
Owned          6157         157            01/20/1983  Orange          808 S PARK AVENUE          APOPKA, FL 32703
Owned          6158         158            01/27/1983  Nassau          1403 LEWIS STREET          FERNANDINA BEACH, FL 3203
Owned          6159         159            01/13/1983  Duval           8804 LONE STAR RD          JACKSONVILLE, FL 32211
Owned          6160         160            03/09/1983  Duval           1310 S 3RD ST              JACKSONVILLE BEACH, FL 32
Owned          6161         161            03/17/1983  Alachua         45 SW 250TH ST             NEWBERRY, FL 32669
Owned          6163         163            08/10/1983  Duval           1001 N LANE AVENUE         JACKSONVILLE, FL 32254
Owned          6165         165            05/04/1983  Orange          11205 S ORG BLOSSOM TR     ORLANDO, FL 32837
Owned          6166         166            07/21/1983  Brevard         1709 N HARBOR CITY BLVD    MELBOURNE, FL 32935
Owned          6167         167            09/18/1983  Volusia         1150 OCEAN SHORE BLVD      ORMOND BEACH, FL 32176
Owned          6168         168            10/13/1983  Volusia         2625 BEVILLE RD            DAYTONA BEACH, FL 32119
Owned          6169         169            01/04/1984  Duval           14376 BEACH BLVD           JACKSONVILLE, FL 32224
Owned          6175         175            05/12/1983  Baker           584 SIXTH ST               MACCLENNY, FL 32063
Owned          6183         183            11/10/1983  Citrus          743 HIGHWAY 41 SOUTH       INVERNESS, FL 34450
Owned          6195         195            11/29/1984  Pasco           6226 ROWAN RD              NEW PORT RICHEY, FL 34653
Owned          6210         210            03/07/1985  Brevard         1060 EMERSON DR NE         PALM BAY, FL 32907
Owned          6229         229            12/19/1985  Brevard         2595 EMERSON DRIVE         PALM BAY, FL 32909
Owned          6230         230            04/03/1985  Duval           9509 SAN JOSE BLVD         JACKSONVILLE, FL 32257
Owned          6236         236            08/07/1985  Duval           1209 MONUMENT RD           JACKSONVILLE, FL 32225
Owned          6249         249            05/01/1985  St. Johns       70 MASTERS DRIVE           ST AUGUSTINE, FL 32095
Owned          6262         262            07/17/1985  Nassau          3331 S FLETCHER AVE        FERNANDINA BEACH, FL 3203
Owned          6267         267            11/07/1985  Clay            338 COLLEGE DR             ORANGE PARK, FL 32065
Owned          6271         271            05/08/1986  Duval           4815 SAN PABLO RD          JACKSONVILLE, FL 32224
Owned          6272         272            01/22/1986  Putnam          543 SOUTH HWY 17           SAN MATEO, FL 32187
Owned          6273         273            02/13/1986  Duval           1839 8TH ST, E             JACKSONVILLE, FL 32206
Owned          6274         274            06/04/1986  Levy            4 HIGHWAY 19 SOUTH         INGLIS, FL 34449
Owned          6278         278            07/11/1986  St. Johns       8796 E CHURCH ST           HASTINGS, FL 32145
Owned          6279         279            03/13/1987  Citrus          6296 W GULF TO LAKE HWY    CRYSTAL RIVER, FL 34429
Owned          6282         282            04/23/1987  Seminole        495 PEARL LAKE CAUSEWAY    ALTAMONTE SPRINGS, FL 327
Owned          6283         283            09/11/1986  Pasco           6618 EMBASSY BLVD          PORT RICHEY, FL 34668
Owned          6284         284            05/15/1986  Nassau          1484 NASSAUVILLE RD        FERNANDINA BEACH, FL 3203
Owned          6285         285            10/09/1986  Duval           2615 ST JOHNS BLUFF S      JACKSONVILLE, FL 32246
</TABLE>

                                       54

<PAGE>

Prog - STR005R    *         Store Property Type and Address            Page    5
Date -  4/04/2003 *
Time -  8:18:39   *
*******************

<TABLE>
<CAPTION>
 Property     Store       Old   Handy    Open
   Type         #        Cobra#  Way     Date        County               Street Address             City/State/Zip
<S>            <C>        <C>         <C>         <C>                  <C>                        <C>
Owned          6286       286         06/06/1986  Clay                 4486 CR 218, W             MIDDLEBURG, FL 32068
Owned          6288       288         03/05/1987  Hernando             999 NORTH BROAD STREET     BROOKSVILLE, FL 34610
Owned          6289       289         05/13/1987  Putnam               744 S HWY 17               SATSUMA, FL 32189
Owned          6290       290         08/15/1986  Clay                 3128 BLANDING BLVD         MIDDLEBURG, FL 32068
Owned          6293       293         11/21/1986  Duval                4129 SPORTMAN'S CLUB RD    JACKSONVILLE, FL 32219
Owned          6294       294         11/14/1986  Orange               1515 WURST RD              OCOEE, FL 34761
Owned          6295       295         01/16/1987  Clay                 1091 BLANDING BLVD         ORANGE PARK, FL 32065
Owned          6296       296         01/28/1987  Duval                636 S MCDUFF AVE           JACKSONVILLE, FL 32205
Owned          6298       298         01/23/1987  Lake                 451 W MYERS                MASCOTTE, FL 32753
Owned          6299       299         02/19/1987  Duval                8496 BLANDING BLVD         JACKSONVILLE, FL 32244
Owned          6504       504         10/23/1986  Volusia              807 INDIAN RIVER BLVD      EDGEWATER, FL 32132
Owned          6510       510         06/10/1987  Clay                 486 BLANDING BLVD          ORANGE PARK, FL 32073
Owned          6511       511         07/01/1987  Volusia              799 BILL FRANCE DRIVE      DAYTONA BEACH, FL 32114
Owned          6512       512         09/25/1987  Hernando             13075 SPRINGHILL DRIVE     SPRING HILL, FL 34609
Owned          6513       513         09/11/1987  Brevard              900 MALABAR ROAD, SW       PALM BAY, FL 32907
Owned          6515       515         10/14/1987  Duval                5703 TIMUQUANA RD          JACKSONVILLE, FL 32210
Owned          6516       516         03/10/1988  Pasco                13703 HWY 19               HUDSON, FL 34667
Owned          6517       517         09/18/1987  Duval                3051 MONUMENT RD           JACKSONVILLE, FL 32225
Owned          6518       518         02/18/1988  Duval                8735 N KINGS RD            JACKSONVILLE, FL 32219
Owned          6519       519         12/16/1987  Clay                 804 BLANDING BLVD          ORANGE PARK, FL 32065
Owned          6524       524         01/19/1989  Marion               3873 SW COLLEGE RD         OCALA, FL 34474
Owned          6527       527         05/31/1989  Alachua              9404 NW 39TH AVENUE        GAINESVILLE, FL 32606
Owned          6528       528         11/09/1989  Brevard              748 PALM BAY RD, NE        PALM BAY, FL 32905
Owned          6532       532         02/22/1989  Orange               9988 S ORANGE AVE          ORLANDO, FL 32824
Owned          6534       534         03/01/1989  Duval                4856 PARK STREET           JACKSONVILLE, FL 32205
Owned          6535       535         09/30/1988  Alachua              2152 NW 39TH AVE           GAINESVILLE, FL 32605
Owned          6537       537         03/25/1991  Putnam               720 S STATE ROAD 19 (HWY   PALATKA, FL 32177
Owned          6542       542         01/17/1991  Brevard              3088 HARBOR CITY BLVD N    MELBOURNE, FL 32935
Owned          6548       548         11/20/1991  Clay                 695 KINGSLEY AVE           ORANGE PARK, FL 32073
Owned          6549       549         01/30/1992  Brevard              2200 S FISKE BOULEVARD     ROCKLEDGE, FL 32955
Owned          3255                   07/22/1999  Richmond             3477 WRIGHTSBORO RD        AUGUSTA, GA 30909
Owned          3265                   07/22/1999  Columbia             440 SOUTH BELAIR RD        AUGUSTA, GA 30909
Owned          3313                   11/11/1999  Habersham            3951 STATE HWY 365         ALTO, GA 30510
Owned           809                   12/17/1987  VANDERBURGH          1321 N. FULTON AVE.        EVANSVILLE, IN 47710
Owned           812                   12/17/1987  VANDERBURGH          325 S KENTUCKY AVE         EVANSVILLE, IN 47714
Owned           391                   05/27/1982  CHRISTIAN            3249 LAFAYETTE RD          HOPKINSVILLE, KY 42240
Owned           394                   06/17/1982  CHRISTIAN            932 NORTH MAIN ST          HOPKINSVILLE, KY 42240
Owned           419                   12/15/1983  LOGAN                1034 N. MAIN STREET        RUSSELLVILLE, KY 42276
Owned           420                   12/08/1983  LOGAN                407 HOPKINSVILLE RD        RUSSELLVILLE, KY 42276
Owned           427                   07/26/1984  HOPKINS              HWY US 41A & 62            NORTONVILLE, KY 42442
Owned           702                   07/14/1986  HENDERSON            2336 S GREEN ST            HENDERSON, KY 42420
Owned           706                   05/02/1977  HENDERSON            300 WATSON LANE            HENDERSON, KY 42420
Owned           725                   05/22/1981  MUHLENBERG           6059 US HWY 62 W           GRAHAM, KY 42344
Owned           843                   12/14/1989  HENDERSON            2001 U.S. 60 EAST          HENDERSON, KY 42420
Owned           105                   03/01/1981  LEE                  809 CARTHAGE ST            SANFORD, NC 27330
Owned           112                   01/06/1986  ALAMANCE             110 W HAGGARD ST           ELON COLLEGE, NC 27244
Owned           116                   01/01/1974  HARNETT              1175 HWY 421               LILLINGTON, NC 27546
Owned           125                   01/01/1974  WAKE                 601 N MAIN ST              FUQUAY-VARINA, NC 27526
Owned           130                   01/01/1974  ROWAN                264 EAST MAIN STREET       ROCKWELL, NC 28138
Owned           140                   01/01/1974  WATAUGA              1218 STATE FARM RD.        BOONE, NC 28607
Owned           142                   01/01/1974  CHATHAM              507 W THIRD ST             SILER CITY, NC 27344
</TABLE>

                                       55

<PAGE>

Prog - STR005R    *         Store Property Type and Address            Page    6
Date -  4/04/2003 *
Time -  8:18:39   *
*******************

<TABLE>
<CAPTION>
  Property     Store    Old     Handy     Open
    Type         #     Cobra#    Way      Date      County                 Street Address             City/State/Zip
<S>             <C>    <C>       <C>    <C>         <C>                  <C>                        <C>
Owned           147                     07/02/1978  WATAUGA              1056 EAST KING ST.         BOONE, NC 28607
Owned           150                     07/01/1974  RANDOLPH             127 EAST SWANNANOA         LIBERTY, NC 27298
Owned           157                     11/01/1978  IREDELL              250 MAIN ST                TROUTMAN, NC 28166
Owned           161                     07/07/1975  ALAMANCE             1031 HWY 87 NORTH          ELON COLLEGE, NC 27244
Owned           163                     07/01/1975  CATAWBA              1608 SECOND AVE NW         HICKORY, NC 28601
Owned           170                     05/04/1984  GUILFORD             3101 PLEASANT GARDEN RD    GREENSBORO, NC 27406
Owned           172                     08/29/1975  IREDELL              354 S MAIN ST              MOORESVILLE, NC 28115
Owned           182                     08/24/1976  ROWAN                300 S SALISBURY ST         SPENCER, NC 28159
Owned           186                     08/09/1976  LEE                  3014 SOUTH HORNER BLVD     SANFORD, NC 27330
Owned           192                     05/01/1985  FORSYTH              700 JONESTOWN RD           WINSTON-SALEM, NC 27103
Owned           215                     07/01/1976  STOKES               101 E KING ST              KING, NC 27021
Owned           218                     12/05/1985  LEE                  1130 N HORNER BLVD         SANFORD, NC 27330
Owned           239                     03/24/1978  CATAWBA              1200 E MAIN ST             MAIDEN, NC 28650
Owned           240                     07/21/1977  CATAWBA              334 EAST 20TH ST           NEWTON, NC 28658
Owned           268                     03/10/1980  CATAWBA              1901 SW US HWY 70          HICKORY, NC 28601
Owned           286                     03/13/1981  CUMBERLAND           4832 RAMSEY STREET         FAYETTEVILLE, NC 28301
Owned           294                     06/02/1980  CHATHAM              11399 US HWY 15-501 SOUTH  CHAPEL HILL, NC 27514
Owned           302                     03/24/1981  CUMBERLAND           736 S REILLY RD            FAYETTEVILLE, NC 28304
Owned           305                     01/22/1981  CUMBERLAND           1501 PAMALEE DR            FAYETTEVILLE, NC 28303
Owned           331                     12/31/1971  LEE                  1612 TRAMWAY ROAD          SANFORD, NC 27330
Owned           355                     06/10/1971  LEE                  429 EAST WEATHERSPOON ST   SANFORD, NC 27330
Owned           366                     06/26/1982  LEE                  812 SOUTH HORNER BLVD.     SANFORD, NC 27330
Owned           376                     08/21/1981  CUMBERLAND           4000 SOUTH MAIN ST         HOPE MILLS, NC 28348
Owned           405                     10/01/1981  LEE                  3006 HAWKINS AVENUE        SANFORD, NC 27330
Owned           406                     10/03/1981  HARNETT              1404 S MAIN ST             LILLINGTON, NC 27546
Owned           410                     12/13/1982  WATAUGA              1996 BLOWING ROCK RD.      BOONE, NC 28607
Owned           413                     07/01/1983  CHATHAM              1010 N SECOND AVE E        SILER CITY, NC 27344
Owned           450                     05/30/1985  NEW HANOVER          2400 N. COLLEGE RD         WILMINGTON, NC 28405
Owned           454                     07/26/1985  GUILFORD             2522 RANDLEMAN RD          GREENSBORO, NC 27406
Owned           457                     07/18/1985  WAKE                 705 E. WILLIAMS STREET     APEX, NC 27502
Owned           462                     09/27/1985  GUILFORD             101 PISGAH CHURCH          GREENSBORO, NC 27405
Owned           464                     08/05/1985  NEW HANOVER          2375 S 17TH STREET         WILMINGTON, NC 28401
Owned           467                     08/08/1985  BRUNSWICK            1130 NORTH HOWE STREET     SOUTHPORT, NC 28461
Owned           475                     11/27/1985  MOORE                1600 US HWY 15 501         SOUTHERN PINES, NC 28387
Owned           481                     02/27/1986  CUMBERLAND           3458 N. MAIN ST.           HOPE MILLS, NC 28348
Owned           484                     08/25/1986  NEW HANOVER          5800 CASTLE HAYNE RD       CASTLE HAYNE, NC 28429
Owned           500                     04/22/1987  CUMBERLAND           1300 HOPE MILLS RD         FAYETTEVILLE, NC 28304
Owned          3213                     02/04/1999  PITT                 3209 S. MEMORIAL DRIVE     GREENVILLE, NC 27834
Owned           247                     05/25/1978  HORRY                348 DICK POND RD           MYRTLE BEACH, SC 29577
Owned           277                     06/12/1980  BEAUFORT             71 MATTHEWS DR & HWY 278   HILTON HEAD ISLAND, SC 29
Owned           288                     10/30/1980  CHARLESTON           2572 ASHLEY RIVER RD       CHARLESTON, SC 29414
Owned           295                     10/16/1980  BEAUFORT             1810 RIBALT RD             PORT ROYAL, SC 29902
Owned           298                     10/30/1980  DORCHESTER           4010 ASHLEY PHOSPHATE RD.  CHARLESTON, SC 29420
Owned           299                     07/17/1981  LEXINGTON            3016 PLATT SPRINGS ROAD    WEST COLUMBIA, SC 29170
Owned           313                     03/19/1981                       5830 DORCHESTER RD         CHARLESTON, SC 29405
Owned           315                     04/16/1981  KERSHAW              2507 MAIN STREET           ELGIN, SC 29045
Owned           317                     12/17/1981  FLORENCE             2352 PAMLICO HWY           FLORENCE, SC 29501
Owned           321                     04/08/1982  BERKELEY             1044 REDBANK RD            GOOSE CREEK, SC 29445
Owned           322                     04/22/1981  LEXINGTON            5318 BUSH RIVER ROAD       COLUMBIA, SC 29210
Owned           323                     01/07/1982  RICHLAND             3178 ROYAL TOWER RD        IRMO, SC 29063
Owned           326                     10/22/1981  SUMTER               550 SOUTH PIKE EAST        SUMTER, SC 29150
Owned           327                     07/02/1981  FLORENCE             3205 E PALMETTO ST         FLORENCE, SC 29501
</TABLE>

                                       56

<PAGE>

Prog - STR005R    *         Store Property Type and Address            Page   7
Date -  4/04/2003 *
Time -  8:18:39   *
*******************

<TABLE>
<CAPTION>
  Property     Store    Old     Handy         Open
    Type         #     Cobra#    Way          Date      County              Street Address             City/State/Zip
<S>             <C>    <C>       <C>       <C>         <C>               <C>                        <C>
Owned           330                        08/13/1981  BERKELEY          215 RED BANK RD.           GOOSE CREEK, SC 29445
Owned           332                        10/08/1981  LEXINGTON         3950 AUGUSTA RD            WEST COLUMBIA, SC 29169
Owned           334                        07/16/1981  HORRY             1011 GLENN BAY RD          SURFSIDE BEACH, SC 29575
Owned           340                        10/22/1981  GREENWOOD         1530 BYPASS NE             GREENWOOD, SC 29646
Owned           398                        11/12/1981  SUMTER            503 BROAD & MILLER ST      SUMTER, SC 29150
Owned           399                        01/07/1982  LEXINGTON         1190 SUNSET BLVD           WEST COLUMBIA, SC 29169
Owned           409                        03/31/1983  GEORGETOWN        13057 OCEAN HIGHWAY        PAWLEYS ISLAND, SC 29585
Owned           422                        04/13/1984  HORRY             511 HWY 17, 6TH AVE. S.    NORTH MYRTLE BEACH, SC 29
Owned           430                        09/20/1984  BEAUFORT          1610 FORDING ISLAND ROAD   BLUFFTON, SC 29926
Owned           442                        02/21/1985  LEXINGTON         3504 CHARLESTON HWY        WEST COLUMBIA, SC 29169
Owned           445                        02/07/1985  RICHLAND          806 BROAD RIVER RD         COLUMBIA, SC 29210
Owned           446                        05/15/1985  BERKELEY          830 COLLEGE PARK ROAD      LADSON, SC 29456
Owned           448                        05/03/1985  BERKELEY          1677 NORTH MAIN            SUMMERVILLE, SC 29483
Owned           452                        05/08/1985  LEXINGTON         3516 BUSH RIVER RD         COLUMBIA, SC 29210
Owned           453                        04/27/1985  RICHLAND          3800 ROSEWOOD DRIVE        COLUMBIA, SC 29205
Owned           461                        07/25/1985  HORRY             860 HWY 17 N.              LITTLE RIVER, SC 29566
Owned           470                        01/15/1986  RICHLAND          4400 BETHEL CHURCH ROAD    FOREST ACRES, SC 29206
Owned           476                        12/18/1985  LEXINGTON         1259 CHAPIN RD             CHAPIN, SC 29036
Owned           482                        05/08/1986  HORRY             13 E HWY 9 & 90            NORTH MYRTLE BEACH, SC 29
Owned           489                        11/18/1986  RICHLAND          7800 GARNERS FERRY RD      COLUMBIA, SC 29209
Owned           490                        10/03/1986  BEAUFORT          1000 RIBAULT & MORRALL ST  PORT ROYAL, SC 29935
Owned           494                        06/27/1987  CHARLESTON        3586 SAVANNAH HWY          JOHNS ISLAND, SC 29455
Owned           497                        04/03/1987  RICHLAND          2235 DECKER BLVD           COLUMBIA, SC 29209
Owned           498                        05/15/1987                    5098 DORCHESTER RD         CHARLESTON, SC 29418
Owned           603                        09/23/1977                    1688 HWY 17 NORTH          MOUNT PLEASANT, SC 29464
Owned           773                        09/15/1986  GREENVILLE        429 WADE HAMPTON BLVD      GREENVILLE, SC 29604
Owned           788                        10/16/1987  DORCHESTER        207 OLD TROLLEY RD         SUMMERVILLE, SC 29483
Owned           794                        03/09/1989  DORCHESTER        1595 TROLLEY RD            SUMMERVILLE, SC 29483
Owned           820                        06/25/1989  CHARLESTON        906 FOLLY ROAD             JAMES ISLAND, SC 29412
Owned           833                        11/21/1989  KERSHAW           521 HWY 601 S              LUGOFF, SC 29078
Owned           839                        03/01/1990                    42 CENTER STREET           FOLLY BEACH, SC 29439
Owned           840                        09/27/1990                    1402 BEN SAWYER BLVD       MOUNT PLEASANT, SC 29464
Owned          3260                        07/22/1999  LEXINGTON         1900 BUSH RIVER ROAD       COLUMBIA, SC 29210
Owned          3291                        07/22/1999  SPARTANBURG       2204 CHESNEE HWY           SPARTANBURG, SC 29303
Owned          3295                        07/22/1999  CHEROKEE          862 WINSLOW AVE            GAFFNEY, SC 29341
Owned          3406                        06/29/2000  CHEROKEE          100 SHELBY HWY             GAFFNEY, SC 29340
Owned           402                        04/06/1982  MONTGOMERY        560 DOVER RD               CLARKSVILLE, TN 37040
Owned           407                        03/30/1982  MONTGOMERY        1874 MEMORIAL DR           CLARKSVILLE, TN 37040
Owned           443                        05/23/1985  MONTGOMERY        648 LA FAYETTE RD          CLARKSVILLE, TN 37042
Owned           451                        05/09/1985  MONTGOMERY        1801 MADISON STREET        CLARKSVILLE, TN 37040
Owned           458                        10/03/1985  SUMNER            601 HARTSVILLE PIKE        GALLATIN, TN 37066
Owned           463                        08/22/1985  MONTGOMERY        301 PROVIDENCE ROAD        CLARKSVILLE, TN 37042
Owned           472                        04/10/1986  BEDFORD           330 MADISON ST             SHELBYVILLE, TN 37160
Owned           473                        12/05/1985  MONTGOMERY        1791 WILMA RUDOLPH BLVD.   CLARKSVILLE, TN 37040
Owned           474                        03/20/1986  RUTHERFORD        302 W NORTHFIELD BLVD      MURFREESBORO, TN 37129
Owned           477                        05/01/1986  BEDFORD           702 S CANNON BLVD.         SHELBYVILLE, TN 37160
Owned           485                        08/14/1986  BEDFORD           900 N MAIN STREET          SHELBYVILLE, TN 37160
Total Leased Stores  359  Total Owned Stores  915  Total Lease Missing  5  Total Stores 1279
</TABLE>

                                       57

<PAGE>

                                 SCHEDULE 4.1-3

                          FORM OF SOLVENCY CERTIFICATE

     The undersigned Chief Financial Officer of THE PANTRY, INC., a Delaware
corporation (the "Borrower"), is familiar with the properties, businesses,
assets and liabilities of the Credit Parties (as defined in the Credit Agreement
referred to below) and is duly authorized to execute this certificate on behalf
of the Credit Parties.

     Reference is made to that certain Amended and Restated Credit Agreement,
dated as of April __, 2003, (as amended, restated, supplemented or otherwise
modified from time to time, the "Credit Agreement"), among the Borrower, the
Domestic Subsidiaries of the Borrower from time to time party thereto, as
Guarantors, the Lenders from time to time party thereto and Wachovia Bank,
National Association, as administrative agent (the "Administrative Agent"). All
capitalized terms used and not defined herein have the meanings stated in the
Credit Agreement.

     1.   The undersigned certifies that he has made such investigation and
inquiries as to the financial condition of the Credit Parties as he deems
necessary and prudent for the purpose of providing this Certificate. The
undersigned acknowledges that the Administrative Agent and the Lenders are
relying on the truth and accuracy of this Certificate in connection with the
making of Loans under the Credit Agreement.

     2.   The undersigned certifies that the financial information, projections
and assumptions which underlie and form the basis for the representations made
in this Certificate were reasonable when made and were made in good faith and
continue to be reasonable as of the date hereof.

     BASED ON THE FOREGOING, the undersigned certifies that, both before and
after giving effect to the Loans and other Extensions of Credit:

     A.   The Credit Parties, on a consolidated basis, are able to pay their
          debts and other liabilities, contingent obligations and other
          commitments as they mature in the normal course of business.

     B.   The Credit Parties, on a consolidated basis, do not intend to, and do
          not believe that they will, incur debts or liabilities beyond their
          ability to pay as such debts and liabilities mature in their ordinary
          course.

     C.   The Credit Parties, on a consolidated basis, are not engaged in any
          business or transaction, and are not about to engage in any business
          or transaction, for which the assets of the Borrowers, on a
          consolidated basis, would constitute unreasonably small capital.

     D.   The present fair saleable value of the consolidated assets of the
          Credit Parties, measured on a going concern basis, is not less than
          the amount that will be

                                       58

<PAGE>

          required to pay the liability on the debts of the Borrowers, on a
          consolidated basis, as they become absolute and matured.

                                       59

<PAGE>

     IN WITNESS WHEREOF, the undersigned has executed this Certificate this
_____ day of April, 2003, in his/her capacity as the chief financial officer of
the Borrower.

                                   THE PANTRY, INC.

                                   By:
                                        ---------------------------------------
                                   Name:
                                        ---------------------------------------
                                   Title: Chief Financial Officer

                                       60

<PAGE>

                                  SCHEDULE 5.9

                            FORM OF JOINDER AGREEMENT

     THIS JOINDER AGREEMENT (the "Agreement"), dated as of _____________, ____,
is by and between _____________________, a ___________________ (the "New
Subsidiary"), and WACHOVIA BANK, NATIONAL ASSSOCIATION, in its capacity as
Administrative Agent under that certain Amended and Restated Credit Agreement
(as amended, restated, supplemented or otherwise modified from time to time, the
"Credit Agreement"), dated as of April __, 2003, by and among The Pantry, Inc.
(the "Borrower"), the Domestic Subsidiaries of the Borrower from time to time
party thereto (individually a "Guarantor" and collectively, the "Guarantors"),
the Lenders from time to time party thereto and Wachovia Bank, National
Association, as administrative agent (the "Administrative Agent"). All of the
defined terms in the Credit Agreement are incorporated herein by reference.

     The New Subsidiary is an Additional Credit Party, and, consequently, the
Borrower is required by Section 5.9 of the Credit Agreement to cause the New
Subsidiary to become a "Guarantor" thereunder.

     Accordingly, the New Subsidiary hereby agrees as follows with the
Administrative Agent, for the benefit of the Lenders:

     1.   The New Subsidiary hereby acknowledges, agrees and confirms that, by
its execution of this Agreement, the New Subsidiary will be deemed to be a party
to the Credit Agreement and a "Guarantor" for all purposes of the Credit
Agreement and the other Credit Documents, and shall have all of the obligations
of a Guarantor thereunder as if it had executed the Credit Agreement and the
other Credit Documents. The New Subsidiary hereby ratifies, as of the date
hereof, and agrees to be bound by, all of the terms, provisions and conditions
contained in the Credit Documents, including without limitation (i) all of the
representations and warranties of the Borrowers set forth in Article III of the
Credit Agreement and (ii) all of the affirmative and negative covenants set
forth in Articles V and VI of the Credit Agreement. Without limiting the
generality of the foregoing terms of this Paragraph 1, the New Subsidiary
hereby, jointly and severally together with the other Guarantors, guarantees to
each Lender, the Administrative Agent, the Swingline Lender and the Issuing
Lender the prompt payment and performance of the Credit Party Obligations in
full when due (whether at stated maturity, as a mandatory prepayment, by
acceleration, as a mandatory cash collateralization or otherwise) strictly in
accordance with the terms thereof and agrees that if any of such Credit Party
Obligations are not paid or performed in full when due (whether at stated
maturity, as a mandatory prepayment, by acceleration, as a mandatory cash
collateralization or otherwise), the New Subsidiary will, jointly and severally
together with the other Guarantors, promptly pay and perform the same, without
any demand or notice whatsoever, and that in the case of any extension of time
of payment or renewal of any of the Credit Party Obligations, the same will be
promptly paid in full when due (whether at extended maturity, as a mandatory
prepayment, by acceleration, as a mandatory cash collateralization or otherwise)
in accordance with the terms of such extension or renewal.

                                       61

<PAGE>

     2.   The New Subsidiary hereby acknowledges, agrees and confirms that, by
its execution of this Agreement, the New Subsidiary will be deemed to be a party
to the Security Agreement, and shall have all the obligations of an "Obligor"
(as such term is defined in the Security Agreement) thereunder as if it had
executed the Security Agreement. The New Subsidiary hereby ratifies, as of the
date hereof, and agrees to be bound by, all of the terms, provisions and
conditions contained in the Security Agreement. Without limiting the generality
of the foregoing terms of this Paragraph 2, the New Subsidiary hereby grants to
the Administrative Agent, for the benefit of the Lenders, a continuing security
interest in, and a right of set off against any and all right, title and
interest of the New Subsidiary in and to the Collateral (as such term is defined
in the Security Agreement) of the New Subsidiary.

     3.   The New Subsidiary hereby acknowledges, agrees and confirms that, by
its execution of this Agreement, the New Subsidiary will be deemed to be a party
to the Pledge Agreement, and shall have all the obligations of a "Pledgor"
thereunder as if it had executed the Pledge Agreement. The New Subsidiary hereby
ratifies, as of the date hereof, and agrees to be bound by, all the terms,
provisions and conditions contained in the Pledge Agreement. Without limiting
the generality of the foregoing terms of this Paragraph 3, the New Subsidiary
hereby pledges and assigns to the Administrative Agent, for the benefit of the
Lenders, and grants to the Administrative Agent, for the benefit of the Lenders,
a continuing security interest in any and all right, title and interest of the
New Subsidiary in and to Pledged Capital Stock (as such term is defined in the
Pledge Agreement) and the other Pledged Collateral (as such term is defined in
the Pledge Agreement).

     4.   The New Subsidiary acknowledges and confirms that it has received a
copy of the Credit Agreement and the schedules and exhibits thereto and each
Security Document and the schedules and exhibits thereto. The information on the
schedules to the Credit Agreement and the Security Documents are hereby amended
(to the extent permitted under the Credit Agreement or Security Documents) to
provide the information shown on the attached Schedule A.

     5.   The Borrower confirms that all of its obligations under the Credit
Documents are, and upon the New Subsidiary becoming a Guarantor, shall continue
to be, in full force and effect. The parties hereto confirm and agree that
immediately upon the New Subsidiary becoming a Guarantor the term "Credit Party
Obligations," as used in the Credit Agreement, shall include all obligations of
such New Subsidiary under the Credit Agreement and under each other Credit
Document.

     6.   The New Subsidiary hereby agrees that upon becoming a Guarantor it
will assume all Credit Party Obligations of a Guarantor as set forth in the
Credit Agreement.

     7.   Each of the Credit Parties and the New Subsidiary agrees that at any
time and from time to time, upon the written request of the Administrative
Agent, it will execute and deliver such further documents and do such further
acts and things as the Administrative Agent may reasonably request in order to
effect the purposes of this Agreement.

                                       62

<PAGE>

     8.   This Agreement may be executed in two or more counterparts, each of
which shall constitute an original but all of which when taken together shall
constitute one contract.

     9.   This Agreement shall be governed by and construed and interpreted in
accordance with the laws of the State of New York. The Borrower and the New
Subsidiary agree that Sections 5-1401 and 5-1402 of the General Obligations law
of the State of New York shall apply to this Agreement.

                                       63

<PAGE>

     IN WITNESS WHEREOF, each of the Credit Parties and the New Subsidiary has
caused this Joinder Agreement to be duly executed by its authorized officer, and
the Administrative Agent, for the benefit of the Lenders, has caused the same to
be accepted by its authorized officer, as of the day and year first above
written.

                          THE PANTRY, INC.

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


                          [NEW SUBSIDIARY]

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


                          Acknowledged and accepted:

                          WACHOVIA BANK, NATIONAL ASSOCIATION,
                          as Administrative Agent

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

                                       64

<PAGE>

                                   SCHEDULE A
                                       to
                                Joinder Agreement

                          Schedules to Credit Agreement

                                       65

<PAGE>

SCHEDULE 6.1

                                  INDEBTEDNESS

<TABLE>
<CAPTION>
                                                                                      FINAL
DESCRIPTION                                    ISSUER               PAYEE          PAYMENT DATE         BALANCE
-------------------------------------     -----------------    ----------------    -------------    ----------------
                                                                                                       (in '000's)
<S>                                       <C>                  <C>                 <C>              <C>
10.25% Senior Subordinated Notes          The Pantry, Inc.     Various             10/07            $        200,000

Note Payable re: Property Purchased       The Pantry, Inc.     Jack Roten          12/05                          79

Note Payable re: Property Purchased       The Pantry, Inc.     Jack Wood           07/04                          37

Vehicle Financing                         The Pantry, Inc.     Ford Motor          04/04                          14
                                                               Credit
                                                                                                    ----------------
                                                                                                    $        200,130
                                                                                                    ----------------
</TABLE>

                                       66

<PAGE>

                                  SCHEDULE 6.2

                                      LIENS
<TABLE>
<CAPTION>
       Debtor                 Jurisdiction                                 Liens
--------------------------------------------------------------------------------------------------------
<S>                    <C>                          <C>
The Pantry, Inc.       Delaware Secretary of State  1.  File No.: 9737497
                                                        File Date: 11/4/1997
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN
                                                        *continuation filed 11/4/1997

                                                    2.  File No.: 9906644
                                                        File Date: 2/10/1999
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN

                                                    3.  File No.: 21473507
                                                        File Date: 5/20/2002
                                                        Secured Party: Voicestream Wireless Corp.
                                                        Collateral: BLANKET LIEN/3/

                                                    4.  File No.: 21975915
                                                        File Date: 7/23/2002
                                                        Secured Party: Diamond Lease U.S.A., Inc.
                                                        Collateral: Specific Equipment

                                                    5.  File No.: 22525727
                                                        File Date: 9/30/2002
                                                        Secured Party: Great America Leasing Corporation
                                                        Collateral: Specific Equipment

                                                    6.  File No.: 30296338
                                                        File Date: 2/3/2003
                                                        Secured Party: Great America Leasing Corporation
                                                        Collateral: Specific Equipment

                                                    7.  File No.: 30331481
                                                        File Date: 2/6/2003
                                                        Secured Party: Xerox Capital Services LLC
                                                        Collateral: Specific equipment
--------------------------------------------------------------------------------------------------------
                       Florida Secretary of State   1.  File No.: 980000152646
                                                        File Date: 7/10/1998
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN
</TABLE>

----------
/3/  To be  subordinated to the security  interest of the Lenders  pursuant to a
     post-closing covenant.

                                       67

<PAGE>

<TABLE>
<S>                    <C>                          <C>
                                                    2.  File No.: 990000031154
                                                        File Date: 2/10/1999
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN

                                                    3.  File No.: 200000272128
                                                        File Date: 12/1/2000
                                                        Secured Party: Sierracities.com Inc.
                                                        Collateral: Specific Equipment/4/

--------------------------------------------------------------------------------------------------------
                       Georgia Central Filing       1.  File No.: 036-1999-001232
                       Office                           File Date: 8/26/1999
                                                        Secured Pty: First Union National Bank
                                                        Collateral: (Columbia County) BLANKET LIEN

                                                    2.  File No.: 036-1999-001233
                                                        File Date: 8/26/1999
                                                        Secured Pty: First Union National Bank
                                                        Collateral: (Columbia County) BLANKET LIEN

                                                    3.  File No.: 121-1999-003275
                                                        File Date: 8/27/1999
                                                        Secured Pty: First Union National Bank
                                                        Collateral: BLANKET LIEN

                                                    4.  File No.: 121-1999-003404
                                                        File Date: 8/31/1999
                                                        Secured Pty: First Union National Bank
                                                        Collateral: BLANKET LIEN

                                                    5.  File No.: 007-2000-005137
                                                        File Date: 5/4/2000
                                                        Secured Pty: First Union National Bank
                                                        Collateral: BLANKET LIEN

                                                    6.  File No.: 068-2000-000792
                                                        File Date: 5/4/2000
                                                        Secured Pty: First Union National Bank
                                                        Collateral: (Habersham County) BLANKET LIEN

                                                    7.  File No.: 029-2000-000684
                                                        File Date: 5/4/2000
                                                        Secured Pty: First Union National Bank
                                                        Collateral: BLANKET LIEN

                                                    8.  File No.: 069-2000-002025
                                                        File Date: 5/4/2000
                                                        Secured Pty: First Union National Bank
                                                        Collateral: BLANKET LIEN
</TABLE>

----------
/4/  Collateral  description  to be amended to the extent  necessary  to clarify
     that the  applicable  security  interest  is  limited  to  specific  leased
     equipment.

                                       68

<PAGE>

<TABLE>
<S>                    <C>                          <C>
                                                    9.  File No.: 076-2000-001381
                                                        File Date: 5/4/2000
                                                        Secured Pty: First Union National Bank
                                                        Collateral: (Houston County) BLANKET LIEN

                                                    10. File No.: 126-2000-000876
                                                        File Date: 5/4/2000
                                                        Secured Pty: First Union National Bank
                                                        Collateral: (Spalding County) BLANKET LIEN

                                                    11. File No.: 095-2000-000382
                                                        File Date: 5/4/2000
                                                        Secured Pty: First Union National Bank
                                                        Collateral: (Madison County) BLANKET LIEN

                                                    12. File No.: 075-2000-000538
                                                        File Date: 5/4/2000
                                                        Secured Pty: First Union National Bank
                                                        Collateral: (Jackson County) BLANKET LIEN

                                                    13. File No.: 075-2000-000836
                                                        File Date: 5/4/2000
                                                        Secured Pty: First Union National Bank
                                                        Collateral: (Henry County) BLANKET LIEN

                                                    14. File No.: 007-2000-005234
                                                        File Date: 5/5/2000
                                                        Secured Pty: Sierracities.com
                                                        Collateral: Specific Equipment/5/

                                                    15. File No.: 154-2000-000343
                                                        File Date: 5/5/2000
                                                        Secured Pty: First Union National Bank
                                                        Collateral: (White County) BLANKET LIEN

                                                    16. File No.: 042-2000-000278
                                                        File Date: 5/5/2000
                                                        Secured Pty: First Union National Bank
                                                        Collateral: (Dawson County) BLANKET LIEN

                                                    17. File No.: 147-2000-000536
                                                        File Date: 5/5/2000
                                                        Secured Pty: First Union National Bank
                                                        Collateral: (Walton County) BLANKET LIEN
</TABLE>

----------
/5/  Collateral  description  to be amended to the extent  necessary  to clarify
     that the  applicable  security  interest  is  limited  to  specific  leased
     equipment.

                                       69

<PAGE>

<TABLE>
<S>                    <C>                          <C>
                                                    18. File No.: 067-2000-005010
                                                        File Date: 5/5/2000
                                                        Secured Pty: First Union National Bank
                                                        Collateral: (Gwinnett County) BLANKET LIEN
--------------------------------------------------------------------------------------------------------
                       Indiana Secretary of State   1.  File No.: 2238610
                                                        File Date: 2/10/1999
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN
--------------------------------------------------------------------------------------------------------
                       Kentucky Secretary of State  1.  File No.: 1600198
                                                        File Date: 2/10/1999
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN

                                                    2.  File No.: 1604098
                                                        File Date: 7/21/2000
                                                        Secured Party: Parrot Ice Financial, Inc.
                                                        Collateral: Specific Equipment
                                                        *Assigned to Sierracities.com Inc. on 8/8/2000
--------------------------------------------------------------------------------------------------------
                       Louisiana Central Filing     1.  File No.:     33-145663 (Madison)
                        Office                          File Date:    3/13/01
                                                        Secured Pty:  First Union National Bank
                                                        Collateral:   BLANKET LIEN

                                                    2.  File No.:     34-101739 (Morehouse)
                                                        File Date:    3/13/01
                                                        Secured Pty:  First Union National Bank
                                                        Collateral:   BLANKET LIEN

                                                    3.  File No.:     37-101209 (Ouchita)
                                                        File Date:    3/13/01
                                                        Secured Pty:  First Union National Bank
                                                        Collateral:   BLANKET LIEN

                                                    4.  File No.:     53-24395 (Tangipahoa)
                                                        File Date:    3/14/01
                                                        Secured Pty:  First Union National Bank
                                                        Collateral:   BLANKET LIEN
--------------------------------------------------------------------------------------------------------
                       Mississippi Secretary of     1.  File No.:     01454747
                        State                           File Date:    8/9/00
                                                        Secured Pty:  First Union National Bank
                                                        Collateral:   BLANKET LIEN
--------------------------------------------------------------------------------------------------------
                       Forest Co., MS               8.  File No.: 90171
                                                        File Date: 8/9/2000
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN

                                                    9.  File No.: 94104
                                                        File Date: 3/29/2001
                                                        Secured Party: GE Capital Business Asset Funding
                                                        Collateral: Specific Equipment
--------------------------------------------------------------------------------------------------------
                       Hancock Co., MS              1.  File No.: 312-2001
                                                        File Date: 2/7/2001
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN
</TABLE>

                                       70

<PAGE>

<TABLE>
<S>                    <C>                          <C>
                       Harrison Co., MS (1st        1.  File No.: 005802
                        District)                       File Date: 8/29/2000
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN

                                                    2.  File No.: 001800
                                                        File Date: 3/29/2001
                                                        Secured Party: GE Capital Business Asset Funding
                                                        Collateral: Specific Equipment
--------------------------------------------------------------------------------------------------------
                       Harrison Co., MS (2nd        1.  File No.: 00-2571
                        District)                       File Date: 8/11/2000
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN

                                                    2.  File No.: 01-357
                                                        File Date: 2/6/2001
                                                        Secured Party: First Union
                                                        National Bank
                                                        Collateral: BLANKET LIEN
--------------------------------------------------------------------------------------------------------
                       Hinds Co., MS (2nd           1.  File No.: 034948
                        District)                       File Date: 10/16/02
                                                        Secured Pty: First Union National Bank
                                                        Collateral: BLANKET LIEN
--------------------------------------------------------------------------------------------------------
                       Jackson Co., MS              1.  File No.: 002991
                                                        File Date: 8/10/2000
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN

                                                    2.  File No.: 011054
                                                        File Date: 3/29/2001
                                                        Secured Party: GE Capital Business Asset Funding
                                                        Collateral: Specific Equipment
--------------------------------------------------------------------------------------------------------
                       Jones Co., MS (2nd           1.  File No.: 109,846
                        District)                       File Date: 8/11/2000
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN

                                                    2.  File No.: 111,787
                                                        File Date: 3/29/2001
                                                        Secured Party: GE Capital Business Asset Funding
                                                        Collateral: Specific Equipment
--------------------------------------------------------------------------------------------------------
                       Lamar Co., MS                1.  File No.: 9-37792
                                                        File Date: 8/9/2000
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN

                                                    2.  File No.: 9-39075
                                                        File Date: 3/29/2001
                                                        Secured Party: GE Capital Business Asset Funding
                                                        Collateral: Specific Equipment
--------------------------------------------------------------------------------------------------------
                       Lauderdale Co., MS           1.  File No.: 6792-00
                                                        File Date: 8/9/00
                                                        Secured Pty: First Union National Bank
                                                        Collateral: BLANKET LIEN
</TABLE>

                                       71

<PAGE>

<TABLE>
<S>                    <C>                          <C>
                                                    2.  File No.: 01959
                                                        File Date: 3/29/01
                                                        Secured Pty: First Sierra Financial, Inc.
                                                        GE Capital Business Asset Funding (assignee)
                                                        Collateral: Specific Equipment/6/
--------------------------------------------------------------------------------------------------------
                       Marion Co., MS               1.  File No.: 02186
                                                        File Date: 8/9/2000
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN
--------------------------------------------------------------------------------------------------------
                       Pearl River Co., MS          1.  File No.: 083015
                                                        File Date: 8/14/2000
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN

                                                    2.  File No.: 085010
                                                        File Date: 3/29/2001
                                                        Secured Party: GE Capital Business Asset Funding
                                                        Collateral: Specific Equipment
--------------------------------------------------------------------------------------------------------
                       Perry Co., MS                1.  File No.: 00-08-0760
                                                        File Date: 8/9/2000
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN

                                                    2.  File No.: 01-03-1443
                                                        File Date: 1/3/2001
                                                        Secured Party: GE Capital Business Asset Funding
                                                        Collateral: Specific Equipment
--------------------------------------------------------------------------------------------------------
                       Rankin Co., MS               1.  File No.: 00-000-3740
                                                        File Date: 10/10/00
                                                        Secured Pty: First Union National Bank
                                                        Collateral: BLANKET LIEN
--------------------------------------------------------------------------------------------------------
                       Scott Co., MS                1.  File No.: 081431
                                                        File Date: 10/10/00
                                                        Secured Pty: First Union National Bank
                                                        Collateral: BLANKET LIEN
--------------------------------------------------------------------------------------------------------
                       Stone Co., MS                1.  File No.: 23565
                                                        File Date: 8/10/2000
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN

                                                    2.  File No.: 24041
                                                        File Date: 4/4/2001
                                                        Secured Party: GE Capital Business Asset Funding
                                                        Collateral: Specific Equipment
--------------------------------------------------------------------------------------------------------
</TABLE>

----------
/6/ Collateral description to be amended to the extent necessary to clarify
    that the applicable security interest is limited to specific leased
    equipment.

                                       72

<PAGE>

<TABLE>
<S>                    <C>                          <C>
                       Warren Co., MS               1.  File No.: 18900
                                                        File Date: 2/7/01
                                                        Secured Pty: First Union National Bank
                                                        Collateral: BLANKET LIEN
--------------------------------------------------------------------------------------------------------
                       Washington Co., MS           1.  File No.: 20110808
                                                        File Date: 2/7/01
                                                        Secured Pty: First Union National Bank
                                                        Collateral: BLANKET LIEN
--------------------------------------------------------------------------------------------------------
                       Yazoo Co., MS                1.  File No.: 62580
                                                        File Date: 2/7/2001
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN
--------------------------------------------------------------------------------------------------------
                       North Carolina Secretary     1.  File No.: 19980044343
                        of State                        File Date: 7/10/1998
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN
                                                        *Partial Release filed 7/20/2000
                                                        #20000072563

                                                    2.  File No.: 19980044344
                                                        File Date: 7/10/1998
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN
                                                        *Partial Release filed 7/20/2000
                                                        #20000072564

                                                    3.  File No.: 19980044345
                                                        File Date: 7/10/1998
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN
                                                        *Partial Release filed 7/20/2000
                                                        #20000072565

                                                    4.  File No.: 19980046730
                                                        File Date: 7/17/1998
                                                        Secured Party: Superior Coffee and Foods
                                                        Company
                                                        Collateral: Specific Equipment

                                                    5.  File No.: 19980046731
                                                        File Date: 7/17/1998
                                                        Secured Party: Superior Coffee and Foods
                                                        Company
                                                        Collateral: Specific Equipment

                                                    6.  File No.: 19980087092
                                                        File Date: 11/18/1998
                                                        Secured Party: Brunswick Electric
                                                        Membership Corp.
                                                        Collateral: Specific Equipment

                                                    7.  File No.: 19990012923
                                                        File Date: 2/9/1999
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN
                                                        *Partial Release filed 7/20/2000
                                                        #20000072566
</TABLE>

                                       73

<PAGE>

<TABLE>
<S>                    <C>                          <C>
                                                    8.  File No.: 19990026151
                                                        File Date: 3/18/1999
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN
                                                        *Partial Release filed 7/20/2000
                                                        #20000072567

                                                    9.  File No.: 20000004017
                                                        File Date: 1/11/2000
                                                        Secured Party: Norwest Financial Leasing
                                                        Collateral: Specific Equipment

                                                    10. File No.: 20000030567
                                                        File Date: 3/24/2000
                                                        Secured Party: Pitney Bowes Credit
                                                        Corporation
                                                        Collateral: Specific Equipment

                                                    11. File No.: 20000074485
                                                        File Date: 7/25/2000
                                                        Secured Party: IBM Credit Corporation
                                                        Collateral: Specific Equipment

                                                    12. File No.: 20000074883
                                                        File Date: 7/26/2000
                                                        Secured Party: SierraCities.com Inc.
                                                        Collateral: Specific Equipment
                                                        *Assignment to General Electric Capital
                                                        Business Asset Funding Corporation
                                                        #20000079546 8/8/2000

                                                    13. File No.: 20010013452
                                                        File Date: 2/7/2001
                                                        Secured Party: IBM Credit Corporation
                                                        Collateral: Specific Equipment

                                                    14. File No.: 20010027858
                                                        File Date: 3/20/2001
                                                        Secured Party: First Sierra Financial Inc.
                                                        Collateral: Specific Equipment/7/

                                                    15. File No.: 20010503617H
                                                        File Date: 7/24/2001
                                                        Secured Party: SierraCities.com Inc.
                                                        Collateral: Specific Equipment/8/
</TABLE>

----------
/7/  Collateral  description  to be amended to the extent  necessary  to clarify
     that the  applicable  security  interest  is  limited  to  specific  leased
     equipment.

/8/  Collateral description to be amended to the extent necessary to clarify
     that the applicable security interest is limited to specific leased
     equipment.

                                       74

<PAGE>

<TABLE>
<S>                    <C>                          <C>
                                                    16. File No.: 20010521507J
                                                        File Date: 9/11/2001
                                                        Secured Party: SierraCities.com Inc.
                                                        Collateral: Specific Equipment/9/

                                                    17. File No.: 20010530188K
                                                        File Date: 10/2/2001
                                                        Secured Party: VoiceStream Wireless Corp.
                                                        Collateral: BLANK LIEN/10/

                                                    18. File No.: 20010546419L
                                                        File Date: 11/14/2001
                                                        Secured Party: First Sierra Financial, Inc.
                                                        Collateral: Specific Equipment/11/

                                                    19. File No.: 20010546422C
                                                        File Date: 11/14/2001
                                                        Secured Party: First Sierra Financial, Inc.
                                                        Collateral: Specific Equipment/12/
</TABLE>

----------
/9/  Collateral description to be amended to the extent necessary to clarify
     that the applicable security interest is limited to specific leased
     equipment.

/10/ To be subordinated to the security interest of the Lenders pursuant to a
     post-closing covenant.

/11/ Collateral description to be amended to the extent necessary to clarify
     that the applicable security interest is limited to specific leased
     equipment.

/12/ Collateral description to be amended to the extent necessary to clarify
     that the applicable security interest is limited to specific leased
     equipment.

/13/ Collateral description to be amended to the extent necessary to clarify
     that the applicable security interest is limited to specific leased
     equipment.

/14/ Collateral description to be amended to the extent necessary to clarify
     that the applicable security interest is limited to specific leased
     equipment.

/15/ Collateral description to be amended to the extent necessary to clarify
     that the applicable security interest is limited to specific leased
     equipment.

/16/ Collateral description to be amended to the extent necessary to clarify
     that the applicable security interest is limited to specific leased
     equipment.

/17/ Collateral description to be amended to the extent necessary to clarify
     that the applicable security interest is limited to specific leased
     equipment.

/18/ Collateral description to be amended to the extent necessary to clarify
     that the applicable security interest is limited to specific leased
     equipment.

/19/ Collateral description to be amended to the extent necessary to clarify
     that the applicable security interest is limited to specific leased
     equipment.

/20/ Collateral description to be amended to the extent necessary to clarify
     that the applicable security interest is limited to specific leased
     equipment.

/21/ Collateral description to be amended to the extent necessary to clarify
     that the applicable security interest is limited to specific leased
     equipment.

                                       75

<PAGE>

<TABLE>
<S>                    <C>                          <C>
                                                    20. File No.: 20010546423E
                                                        File Date: 11/14/2001
                                                        Secured Party: First Sierra Financial, Inc.
                                                        Collateral: Specific Equipment/13/

                                                    21. File No.: 20010546450A
                                                        File Date: 11/14/2001
                                                        Secured Party: First Sierra Financial, Inc.
                                                        Collateral: Specific Equipment/14/

                                                    22. File No.: 20010546451B
                                                        File Date: 11/14/2001
                                                        Secured Party: First Sierra Financial, Inc.
                                                        Collateral: Specific Equipment/15/

                                                    23. File No.: 20010546456H
                                                        File Date: 11/14/2001
                                                        Secured Party: First Sierra Financial, Inc.
                                                        Collateral: Specific Equipment/16/

                                                    24. File No.: 20010546457J
                                                        File Date: 11/14/2001
                                                        Secured Party: First Sierra Financial, Inc.
                                                        Collateral: Specific Equipment/17/

                                                    25. File No.: 20010546458K
                                                        File Date: 11/14/2001
                                                        Secured Party: First Sierra Financial, Inc.
                                                        Collateral: Specific Equipment/18/

                                                    26. File No.: 20010546459L
                                                        File Date: 11/14/2001
                                                        Secured Party: First Sierra Financial, Inc.
                                                        Collateral: Specific Equipment/19/

                                                    27. File No.: 20010546461B
                                                        File Date: 11/14/2001
                                                        Secured Party: First Sierra Financial, Inc.
                                                        Collateral: Specific Equipment/20/

                                                    28. File No.: 20010546463E
                                                        File Date: 11/14/2001
                                                        Secured Party: First Sierra Financial, Inc.
                                                        Collateral: Specific Equipment/21/
--------------------------------------------------------------------------------------------------------
                       Alamance Co., NC             1.  File No.: 99-0259
                                                        File Date: 2/9/99
                                                        Secured Pty: First Union National Bank
                                                        Collateral: BLANKET LIEN

                                                    2.  File No.: 99-0484 File
                                                        Date: 3/18/99
                                                        Secured Pty: First Union National Bank
                                                        Collateral: BLANKET LIEN
</TABLE>

                                       76

<PAGE>

<TABLE>
<S>                    <C>                          <C>
                                                    3.  File No.: 01548 File
                                                        Date: 7/26/00 Secured
                                                        Pty: Parrot Ice Financial, Inc.
                                                        SierraCities.com Inc. (as Assignee)
                                                        Collateral: Specific Equipment
                                                        Assignment to General Electric Capital
                                                    Business Asset Funding Corporation filed 8/7/00
--------------------------------------------------------------------------------------------------------
                       Alleghany Co., NC            1.  File No.: 99-38
                                                        File Date: 2/9/99
                                                        Secured Pty: First Union National Bank
                                                        Collateral: BLANKET LIEN
--------------------------------------------------------------------------------------------------------
                       Avery Co., NC                1.  File No.: 99-32
                                                        File Date: 2/9/99
                                                        Secured Pty: First Union National Bank
                                                        Collateral: BLANKET LIEN
--------------------------------------------------------------------------------------------------------
                       Bladen Co., NC               1.  File No.: 99-183
                                                        File Date: 3/18/99
                                                        Secured Pty: First Union National Bank
                                                        Collateral: BLANKET LIEN
--------------------------------------------------------------------------------------------------------
                       Brunswick Co., NC            1.  File No.: 99-192
                                                        File Date: 2/9/99
                                                        Secured Pty: First Union National Bank
                                                        Collateral: BLANKET LIEN
--------------------------------------------------------------------------------------------------------
                       Burke Co., NC                1.  File No.: 99-186
                                                        File Date: 2/9/99
                                                        Secured Pty: First Union National Bank
                                                        Collateral: BLANKET LIEN

                                                    2.  File No.: 00-892
                                                        File Date: 7/26/00
                                                        Secured Pty: Parrot Ice Financial, Inc.
                                                        SierraCities.com Inc. (as Assignee)
                                                        Collateral: Specific Equipment
                                                        Assignment to General Electric Capital
                                                    Business Asset Funding Corporation filed 8/8/00
--------------------------------------------------------------------------------------------------------
                       Carteret Co., NC             1.  File No.: 99-157
                                                        File Date: 2/9/1999
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN

                                                    2.  File No.: 99-292
                                                        File Date: 3/18/1999 Secured
                                                        Party: First Union
                                                        National Bank
                                                        Collateral: BLANKET LIEN
--------------------------------------------------------------------------------------------------------
                       Catawba Co., NC              1.  File No.: 990390
                                                        File Date: 2/10/99
                                                        Secured Pty: First Union National Bank
                                                        Collateral: BLANKET LIEN
--------------------------------------------------------------------------------------------------------
                       Chatham Co., NC              1.  File No.: 9900132
                                                        File Date: 2/9/99
                                                        Secured Pty: First Union National Bank
                                                        Collateral: BLANKET LIEN
</TABLE>

                                       77

<PAGE>

<TABLE>
<S>                    <C>                          <C>
                                                    2.  File No.: 9900252
                                                        File Date: 3/18/99
                                                        Secured Pty: First Union National Bank
                                                        Collateral: BLANKET LIEN

                                                    3.  File No.: 0000822
                                                        File Date: 7/26/00
                                                        Secured Pty: Parrot Ice Financial, Inc.
                                                        SierraCities.com Inc. (as Assignee)
                                                        Collateral: Specific Equipment
                                                        Assignment to General Electric Capital
                                                    Business Asset Funding Corporation filed 8/7/00
--------------------------------------------------------------------------------------------------------
                       Chowan Co., NC               1.  File No.: 99-144
                                                        File Date: 3/18/99
                                                        Secured Pty: First Union National Bank
                                                        Collateral: BLANKET LIEN
--------------------------------------------------------------------------------------------------------
                       Cleveland Co., NC            1.  File No.: 99-158
                                                        File Date: 2/9/99
                                                        Secured Pty: First Union National Bank
                                                        Collateral: BLANKET LIEN
--------------------------------------------------------------------------------------------------------
                       Columbus Co., NC             1.  File No.: 99-175
                                                        File Date: 2/9/99
                                                        Secured Pty: First Union National Bank
                                                        Collateral: BLANKET LIEN

                                                    2.  File No.: 99-332
                                                        File Date: 3/18/99
                                                        Secured Pty: First Union National Bank
                                                        Collateral: BLANKET LIEN

                                                    3.  File No.: 00-891
                                                        File Date: 7/26/00
                                                        Secured Pty: Parrot Ice Financial, Inc.
                                                        SierraCities.com Inc. (as Assignee)
                                                        Collateral: Specific Equipment
                                                        Assignment to General Electric Capital
                                                    Business Asset Funding Corporation filed 8/7/00
--------------------------------------------------------------------------------------------------------
                       Craven Co., NC               1.  File No.: 990197
                                                        File Date: 2/12/1999
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN

                                                    2.  File No.: 990429
                                                        File Date: 3/18/1999
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN
--------------------------------------------------------------------------------------------------------
                       Cumberland Co., NC           1.  File No.: 99-727
                                                        File Date: 2/9/1999
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN

                                                    2.  File No.: 99-1454
                                                        File Date: 3/18/1999
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN
</TABLE>

                                       78

<PAGE>

<TABLE>
<S>                    <C>                          <C>
                                                    3.  File No.: 00-3565
                                                        File Date: 7/26/2000
                                                        Secured Party: Parrot Ice Financial, Inc.
                                                        Collateral: Specific Equipment
                                                        *Total Assignment to SierraCities.com Inc.
                                                        #003810 8/4/2000
--------------------------------------------------------------------------------------------------------
                       Davidson Co., NC             1.  File No.: 99-415
                                                        File Date: 2/10/99
                                                        Secured Pty: First Union National Bank
                                                        Collateral: BLANKET LIEN
--------------------------------------------------------------------------------------------------------
                       Duplin Co., NC               1.  File No.: 99-0532
                                                        File Date: 3/18/1999
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN

                                                    2.  File No.: 2000-1419
                                                        File Date: 7/26/2000
                                                        Secured Party: General Electric Capital
                                                        Business Asset Funding Corporation
                                                        Collateral: Specific Equipment
--------------------------------------------------------------------------------------------------------
                       Durham Co., NC               1.  File No.: 99-298
                                                        File Date: 2/9/99
                                                        Secured Pty: First Union National Bank
                                                        Collateral: BLANKET LIEN

                                                    2.  File No.: 99-600
                                                        File Date: 3/18/99
                                                        Secured Pty: First Union National Bank
                                                        Collateral: BLANKET LIEN

                                                    3.  File No.: 200001507
                                                        File Date: 7/26/00
                                                        Secured Pty: Parrot Ice Financial, Inc.
                                                        SierraCities.com Inc. (as Assignee)
                                                        Collateral: Specific Equipment
                                                        Assignment to General Electric Capital
                                                    Business Asset Funding Corporation filed 8/8/00
--------------------------------------------------------------------------------------------------------
                       Edge Combe Co., NC           1.  File No.: 99-0559
                                                        File Date: 3/18/1999
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN

                                                    2.  File No.: 2000-1699
                                                        File Date: 7/26/2000
                                                        Secured Party: General Electric Capital
                                                        Business Asset Funding Corporation
                                                        Collateral: Specific Equipment
--------------------------------------------------------------------------------------------------------
                       Forsyth Co., NC              1.  File No.: 229860
                                                        File Date: 2/9/99
                                                        Secured Pty: First Union National Bank
                                                        Collateral: BLANKET LIEN

                                                    2.  File No.: 230313
                                                        File Date: 3/18/99
                                                        Secured Pty: First Union National Bank
                                                        Collateral: BLANKET LIEN
</TABLE>

                                       79

<PAGE>

<TABLE>
<S>                    <C>                          <C>
                                                    3.  File No.: 236243
                                                        File Date: 7/26/00
                                                        Secured Pty: Parrot Ice Financial, Inc.
                                                        SierraCities.com Inc. (as Assignee)
                                                        Collateral: Specific Equipment
                                                        Assignment to General Electric Capital
                                                    Business Asset Funding Corporation filed 8/8/00
--------------------------------------------------------------------------------------------------------
                       Gaston Co., NC               1.  File No.:     99-254
                                                        File Date:    2/12/99
                                                        Secured Pty:  First Union National Bank
                                                        Collateral:   BLANKET LIEN
--------------------------------------------------------------------------------------------------------
                       Guilford Co., NC             1.  File No.: 483462
                                                        File Date: 2/9/1999
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN

                                                    2.  File No.: 484532
                                                        File Date: 3/18/1999
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN

                                                    3.  File No.: 499264
                                                        File Date: 8/18/2000
                                                        Secured Party: General Electric Capital
                                                        Business Asset Funding
                                                        Collateral: Specific Equipment
--------------------------------------------------------------------------------------------------------
                       Harnett Co., NC              1.  File No.:     990328
                                                        File Date:    2/10/99
                                                        Secured Pty:  First Union National Bank
                                                        Collateral:   BLANKET LIEN

                                                    2.  File No.:     2000-1448
                                                        File Date:    2/26/00
                                                        Secured Pty:  Parrot Ice Financial, Inc.
                                                        SierraCities.com Inc. (as Assignee)
                                                        Collateral:   Specific Equipment
                                                        Assignment to General Electric Capital
                                                    Business Asset Funding Corporation filed 8/7/00
--------------------------------------------------------------------------------------------------------
                       Hertford Co., NC             1.  File No.:     99-239
                                                        File Date:    3/18/99
                                                        Secured Pty:  First Union National Bank
                                                        Collateral:   BLANKET LIEN
--------------------------------------------------------------------------------------------------------
                       Hoke Co., NC                 1.  File No.: 99-52
                                                        File Date: 2/9/1999
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN
--------------------------------------------------------------------------------------------------------
                       Iredell Co., NC              1.  File No.:     99-264
                                                        File Date:    2/9/99
                                                        Secured Pty:  First Union National Bank
                                                        Collateral:   BLANKET LIEN

                                                    2.  File No.:     99-515
                                                        File Date:    3/18/99
                                                        Secured Pty:  First Union National Bank
                                                        Collateral:   BLANKET LIEN
</TABLE>

                                       80

<PAGE>

<TABLE>
<S>                    <C>                          <C>
                                                    3.  File No.:     00-1421
                                                        File Date:    7/26/00
                                                        Secured Pty:  Parrot Ice Financial, Inc.
                                                        SierraCities.com Inc. (as Assignee)
                                                        Collateral:   Specific Equipment
                                                        Assignment to General Electric Capital
                                                    Business Asset Funding Corporation filed 8/7/00
--------------------------------------------------------------------------------------------------------
                       Johnston Co., NC             1.  File No.:     99-0373
                                                        File Date:    2/9/99
                                                        Secured Pty:  First Union National Bank
                                                        Collateral:   BLANKET LIEN

                                                    2.  File No.:     99-745
                                                        File Date:    3/18/99
                                                        Secured Pty:  First Union National Bank
                                                        Collateral:   BLANKET LIEN

                                                    3.  File No.:     2000-2524
                                                        File Date:    7/26/00
                                                        Secured Pty:  Parrot Ice Financial, Inc.
                                                        SierraCities.com Inc. (as Assignee)
                                                        Collateral:   Specific Equipment
                                                        Assignment to General Electric Capital
                                                    Business Asset Funding Corporation filed 8/7/00
--------------------------------------------------------------------------------------------------------
                       Lee Co., NC                  1.  File No.:     99-209
                                                        File Date:    2/9/99
                                                        Secured Pty:  First Union National Bank
                                                        Collateral:   BLANKET LIEN

                                                    2.  File No.:     99-433
                                                        File Date:    3/18/99
                                                        Secured Pty:  First Union National Bank
                                                        Collateral:   BLANKET LIEN

                                                    3.  File No.:     00-1181
                                                        File Date:    7/26/00
                                                        Secured Pty:  Parrot Ice Financial, Inc.
                                                        SierraCities.com Inc. (as Assignee)
                                                        Collateral:   Specific Equipment
                                                        Assignment to General Electric Capital
                                                    Business Asset Funding Corporation filed 8/7/00
--------------------------------------------------------------------------------------------------------
                       Lenoir Co., NC               1.  File No.: 99-0291
                                                        File Date: 2/9/1999
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN

                                                    2.  File No.: 99-0524
                                                        File Date: 3/18/1999
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN
--------------------------------------------------------------------------------------------------------
                       Mecklenburg Co., NC          1.  File No.:     1215
                                                        File Date:    2/10/99
                                                        Secured Pty:  First Union National Bank
                                                        Collateral:   BLANKET LIEN
</TABLE>

                                       81

<PAGE>

<TABLE>
<S>                    <C>                          <C>
                                                    2.  File No.:     200006623
                                                        File Date:    7/26/00
                                                        Secured Pty:  Parrot Ice Financial, Inc.
                                                        SierraCities.com Inc. (as Assignee)
                                                        Collateral:   Specific Equipment
                                                        Assignment to General Electric Capital
                                                    Business Asset Funding Corporation filed 9/16/00
--------------------------------------------------------------------------------------------------------
                       Moore Co., NC                1.  File No.:     99-245
                                                        File Date:    2/9/99
                                                        Secured Pty:  First Union National Bank
                                                        Collateral:   BLANKET LIEN

                                                    2.  File No.:     99-498
                                                        File Date:    3/18/99
                                                        Secured Pty:  First Union National Bank
                                                        Collateral:   BLANKET LIEN
--------------------------------------------------------------------------------------------------------
                       Nash Co., NC                 1.  File No.: 99-691
                                                        File Date: 3/18/1999
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN

                                                    2.  File No.: 001848
                                                        File Date: 7/27/2000
                                                        Secured Party: General Electric Capital
                                                        Business Asset Funding Corporation
                                                        Collateral: Specific Equipment
--------------------------------------------------------------------------------------------------------
                       New Hanover Co., NC          1.  File No.:     00B-0992
                                                        File Date:    7/26/00
                                                        Secured Pty:  Parrot Ice Financial, Inc.
                                                        SierraCities.com Inc. (as Assignee)
                                                        Collateral:   Specific Equipment
                                                        Assignment to General Electric Capital
                                                    Business Asset Funding Corporation filed 8/8/00
--------------------------------------------------------------------------------------------------------
                       Onslow Co., NC               1.  File No.: 99-000429
                                                        File Date: 2/8/1999
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN

                                                    2.  File No.: 2000-1768
                                                        File Date: 7/27/2000
                                                        Secured Party: General Electric Capital
                                                        Business Asset Funding Corporation
                                                        Collateral: Specific Equipment
--------------------------------------------------------------------------------------------------------
                       Orange Co., NC               1.  File No.:     99-181
                                                        File Date:    2/9/99
                                                        Secured Pty:  First Union National Bank
                                                        Collateral:   BLANKET LIEN

                                                    2.  File No.:     99-370
                                                        File Date:    3/18/99
                                                        Secured Pty:  First Union National Bank
                                                        Collateral:   BLANKET LIEN

                                                    3.  File No.:     2000-933
                                                        File Date:    7/26/00
                                                        Secured Pty:  Parrot Ice Financial, Inc.
</TABLE>

                                       82

<PAGE>

<TABLE>
<S>                    <C>                          <C>
                                                        SierraCities.com Inc. (as Assignee)
                                                        Collateral:   Specific Equipment
                                                        Assignment to General Electric Capital
                                                    Business Asset Funding Corporation filed 8/7/00
--------------------------------------------------------------------------------------------------------
                       Pasqutank Co., NC            1.  File No.:     38471
                                                        File Date:    3/18/99
                                                        Secured Pty:  First Union National Bank
                                                        Collateral:   BLANKET LIEN
--------------------------------------------------------------------------------------------------------
                       Pitt Co., NC                 1.  File No.: 990378
                                                        File Date: 2/9/1999
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN

                                                    2.  File No.: 0000-3036
                                                        File Date: 8/21/2000
                                                        Secured Party: General Electric Business
                                                        Asset Funding Corporation
                                                        Collateral: Specific Equipment
--------------------------------------------------------------------------------------------------------
                       Randolph Co., NC             1.  File No.:     99-1863
                                                        File Date:    3/18/99
                                                        Secured Pty:  First Union National Bank
                                                        Collateral:   BLANKET LIEN
--------------------------------------------------------------------------------------------------------
                       Richmond Co., NC             1.  File No.:     99-82
                                                        File Date:    2/9/99
                                                        Secured Pty:  First Union National Bank
                                                        Collateral:   BLANKET LIEN

                                                    2.  File No.:     200906
                                                        File Date:    7/26/00
                                                        Secured Pty:  Parrot Ice Financial, Inc.
                                                        SierraCities.com Inc. (as Assignee)
                                                        Collateral:   Specific Equipment
                                                        Assignment to General Electric Capital
                                                    Business Asset Funding Corporation filed 8/7/00
--------------------------------------------------------------------------------------------------------
                       Robeson Co., NC              1.  File No.:     99-761
                                                        File Date:    3/18/99
                                                        Secured Pty:  First Union National Bank
                                                        Collateral:   BLANKET LIEN

                                                    2.  File No.:     00-2238
                                                        File Date:    8/8/00
                                                        Secured Pty:  Parrot Ice Financial, Inc.
                                                        SierraCities.com Inc. (as Assignee)
                                                        Collateral:   Specific Equipment
                                                        Assignment to General Electric Capital
                                                    Business Asset Funding Corporation filed 10/17/00
--------------------------------------------------------------------------------------------------------
                       Rockingham Co., NC           1.  File No.: 99-197
                                                        File Date: 2/9/1999
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN
--------------------------------------------------------------------------------------------------------
                       Rowan Co., NC                1.  File No.:     990146
                                                        File Date:    2/9/99
                                                        Secured Pty:  First Union National Bank
                                                        Collateral:   BLANKET LIEN
</TABLE>

                                       83

<PAGE>

<TABLE>
<S>                    <C>                          <C>
                                                    2.  File No.:     990284
                                                        File Date:    3/18/99
                                                        Secured Pty:  First Union National Bank
                                                        Collateral:   BLANKET LIEN

                                                    3.  File No.:     2000-1420
                                                        File Date:    7/26/00
                                                        Secured Pty:  Parrot Ice Financial, Inc.
                                                        SierraCities.com Inc. (as Assignee)
                                                        Collateral:   Specific Equipment
                                                        Assignment to General Electric Capital
                                                    Business Asset Funding Corporation filed 8/7/00
--------------------------------------------------------------------------------------------------------
                       Sampson Co., NC              1.  File No.: 99-401
                                                        File Date: 3/18/1999
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN
--------------------------------------------------------------------------------------------------------
                       Stokes Co., NC               1.  File No.: 99-87
                                                        File Date: 2/9/1999
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN

                                                    2.  File No.: 99-0194
                                                        File Date: 3/18/1999
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN
--------------------------------------------------------------------------------------------------------
                       Union Co., NC                1.  File No.:     9900706
                                                        File Date:    3/19/99
                                                        Secured Pty:  First Union National Bank
                                                        Collateral:   BLANKET LIEN
--------------------------------------------------------------------------------------------------------
                       Wake Co., NC                 1.  File No.:     99000982
                                                        File Date:    2/9/99
                                                        Secured Pty:  First Union National Bank
                                                        Collateral:   BLANKET LIEN

                                                    2.  File No.:     99002090
                                                        File Date:    3/18/99
                                                        Secured Pty:  First Union National Bank
                                                        Collateral:   BLANKET LIEN

                                                    3.  File No.:     00005296
                                                        File Date:    7/26/00
                                                        Secured Pty:  Parrot Ice Financial, Inc.
                                                        SierraCities.com Inc. (as Assignee)
                                                        Collateral:   Specific Equipment
                                                        Assignment to General Electric Capital
                                                    Business Asset Funding Corporation filed 8/7/00
--------------------------------------------------------------------------------------------------------
                       Watauga Co., NC              1.  File No.:     99-80
                                                        File Date:    2/9/99
                                                        Secured Pty:  First Union National Bank
                                                        Collateral:   BLANKET LIEN

                                                    2.  File No.:     00-478
                                                        File Date:    7/26/00
</TABLE>

                                       84

<PAGE>

<TABLE>
<S>                    <C>                          <C>
                                                        Secured Pty:  Parrot Ice Financial, Inc.
                                                        SierraCities.com Inc. (as Assignee)
                                                        Collateral:   Specific Equipment
                                                        Assignment to General Electric Capital
                                                    Business Asset Funding Corporation filed 8/7/00
--------------------------------------------------------------------------------------------------------
                       Wayne Co., NC                1.  File No.: 1999-0379
                                                        File Date: 2/9/1999
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN

                                                    2.  File No.: 2000-1974
                                                        File Date: 7/26/2000
                                                        Secured Party: General Electric Capital
                                                        Business Asset Funding
                                                        Collateral: Specific Equipment
--------------------------------------------------------------------------------------------------------
                       Wilkes Co., NC               1.  File No.:     99-309
                                                        File Date:    3/18/99
                                                        Secured Pty:  First Union National Bank
                                                        Collateral:   BLANKET LIEN
--------------------------------------------------------------------------------------------------------
                       Wilson Co., NC               1.  File No.: 99-0189
                                                        File Date: 2/9/1999
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN

                                                    2.  File No.: 99-0355
                                                        File Date: 3/18/1999
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN

                                                    3.  File No.: 000-0840
                                                        File Date: 7/26/2000
                                                        Secured Party: General Electric Capital
                                                        Business Asset Funding Corporation
                                                        Collateral: Specific Equipment
--------------------------------------------------------------------------------------------------------
                       South Carolina Secretary     1.  File No.: 145056A
                        of State                        File Date: 7/10/1998
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN

                                                    2.  File No.: 132334A
                                                        File Date: 2/10/1999
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN

                                                    3.  File No.: 125212A
                                                        File Date: 8/26/1999
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN

                                                    4.  File No.: 125319A
                                                        File Date: 8/26/1999
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN

                                                    5.  File No.: 114732A
                                                        File Date: 7/21/2000
</TABLE>

                                       85

<PAGE>

<TABLE>
<S>                    <C>                          <C>
                                                        Secured Party: Parrot Ice Financial, Inc.
                                                        Collateral: Specific Equipment
                                                        *Assigned to SierraCities.com Inc. #000815-
                                                        111445A 8/15/2000
--------------------------------------------------------------------------------------------------------
                       Tennessee Secretary of       1.  File No.: 972-078920
                        State                           File Date: 10/8/1997
                                                        Secured Party: Hardin's-Sysco Food Services,
                                                        Inc.
                                                        Collateral: Specific Equipment

                                                    2.  File No.: 992-008984
                                                        File Date: 2/17/1999
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN

                                                    3.  File No.: 100-000522
                                                        File Date: 7/25/2000
                                                        Secured Party: SierraCities.com Inc.
                                                        Collateral: Specific Equipment
                                                        *Assigned to General Electric Capital Business
                                                        Asset Funding Corporation #200-031754
                                                        8/11/2000
--------------------------------------------------------------------------------------------------------
                       Virginia Secretary of        1.  File No.: 9807107803
                        Commonwealth                    File Date: 7/10/1998
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN

                                                    2.  File No.: 9902097821
                                                        File Date: 2/9/1999
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN

                                                    3.  File No.: 9902107815
                                                        File Date: 2/10/1999
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN

                                                    4.  File No.: 9903187871
                                                        File Date: 3/18/1999
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN
--------------------------------------------------------------------------------------------------------
                       Nottowqay Co., VA            1.  File No.: 99-060
                                                        File Date: 3/19/1999
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN
--------------------------------------------------------------------------------------------------------
                       Pittsylvania Co., VA         1.  File No.: 01 084
                                                        File Date: 2/1/2001
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN
--------------------------------------------------------------------------------------------------------
                       Shenandoah Co., VA           1.  File No.: 99-000058
                                                        File Date: 3/18/1999
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN
--------------------------------------------------------------------------------------------------------
R & H Maxxon,          South Carolina Secretary     1.  File No.: 1113135
Incorporated           of State                         File Date: 6/12/2002
                                                        Secured Party: First Union National Bank
</TABLE>

                                       86

<PAGE>

<TABLE>
<S>                    <C>                          <C>
                                                        Collateral: BLANKET LIEN
--------------------------------------------------------------------------------------------------------
Kangaroo, Inc.         Georgia Central Filing       1.  File No.: 069-1998-001225
                       Office                           File Date: 3/19/1998
                                                        Secured Party: Mellon First United Leasing
                                                        Collateral: Specific Equipment

                                                    2.  File No.: 007-2000-009587
                                                        File Date: 8/15/2000
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN (Barrow County)

                                                    3.  File No.: 016-2000-001662
                                                        File Date: 8/15/2000
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN (Bulloch County)

                                                    4.  File No.: 029-2000-001305
                                                        File Date: 8/15/2000
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN (Clarke County)

                                                    5.  File No.: 042-1000-000465
                                                        File Date: 8/15/2000
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN (Dawson County)

                                                    6.  File No.: 075-2000-001540
                                                        File Date: 8/15/2000
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN (Henry County)

                                                    7.  File No.: 078-2000-000909
                                                        File Date: 8/15/2000
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN (Jackson County)

                                                    8.  File No.: 126-2000-001627
                                                        File Date: 8/15/2000
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN (Spalding County)

                                                    9.  File No.: 154-2000-000622
                                                        File Date: 8/15/2000
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN (White County)

                                                    10. File No.: 147-2000-000931
                                                        File Date: 8/15/2000
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN (Walton County)

                                                    11. File No.: 095-2000-000741
                                                        File Date: 8/15/2000
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN (Madison County)
</TABLE>

                                       87

<PAGE>

<TABLE>
<S>                    <C>                          <C>
                                                    12. File No.: 076-2000-002570
                                                        File Date: 8/15/2000
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN (Houston County)

                                                    13. File No.: 069-2000-003667
                                                        File Date: 8/15/2000
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN (Hall County)

                                                    14. File No.: 068-2000-001590
                                                        File Date: 8/15/2000
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN (Habersham County)

                                                    15. File No.: 067-2000-009265
                                                        File Date: 8/16/2000
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN (Gwinnett County)
--------------------------------------------------------------------------------------------------------
                       North Carolina Secretary     1.  File No.: 20000081779
                       of State                         File Date: 8/14/2000
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN
--------------------------------------------------------------------------------------------------------
Smokers Express        Florida Secretary of State   1.  File No.: 990000031154
                                                        File Date: 2/10/1999
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN
--------------------------------------------------------------------------------------------------------
                       North Carolina Secretary     1.  File No.: 19990012923
                       of State                         File Date: 2/9/1999
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN
                                                        *Partial Release #20000072566 4/5/2000
--------------------------------------------------------------------------------------------------------
                       Chattam Co., NC              1.  File No.: 9900132
                                                        File Date: 2/9/1999
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN
--------------------------------------------------------------------------------------------------------
                       Columbus Co., NC             1.  File No.: 99-175
                                                        File Date: 2/9/1999
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN
--------------------------------------------------------------------------------------------------------
                       Cumberland Co., NC           1.  File No.: 99-727
                                                        File Date: 2/9/1999
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN
--------------------------------------------------------------------------------------------------------
                       Durham Co., NC               1.  File No.: 99-298
                                                        File Date: 2/9/1999
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN
--------------------------------------------------------------------------------------------------------
                       Guilford Co., NC             1.  File No.: 483462
                                                        File Date: 2/9/1999
</TABLE>

                                       88

<PAGE>

<TABLE>
<S>                    <C>                          <C>
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN
--------------------------------------------------------------------------------------------------------
                       Lee Co., NC                  1.  File No.: 99-209
                                                        File Date: 2/9/1999
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN
--------------------------------------------------------------------------------------------------------
                       Moore Co., NC                1.  File No.: 99-245
                                                        File Date: 2/9/1999
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN
--------------------------------------------------------------------------------------------------------
                       Nash Co., NC                 1.  File No.: 99-691
                                                        File Date: 3/18/1999
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN
--------------------------------------------------------------------------------------------------------
                       New Hanover Co., NC          1.  File No.: 99A475
                                                        File Date: 2/9/1999
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN
--------------------------------------------------------------------------------------------------------
                       Pitt Co., NC                 1.  File No.: 990378
                                                        File Date: 2/9/1999
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN
--------------------------------------------------------------------------------------------------------
                       Wake Co., NC                 1.  File No.: 99000982
                                                        File Date: 2/9/1999
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN
--------------------------------------------------------------------------------------------------------
                       Wayne Co., NC                1.  File No.: 1999-0379
                                                        File Date: 2/9/1999
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN
--------------------------------------------------------------------------------------------------------
                       South Carolina Secretary     1.  File No.: 132334a
                       of State                         File Date: 2/10/1999
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN
--------------------------------------------------------------------------------------------------------
Quick Stop             North Carolina Secretary     1.  File No.: 19980044344
                       of State                         File Date: 7/10/1998
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN
                                                        *Partial Release #20000072564 7/20/2000

                                                    2.  File No.: 19990029947
                                                        File Date: 3/26/1999
                                                        Secured Party: ORIX Credit Alliance Inc.
                                                        Collateral: Lease
--------------------------------------------------------------------------------------------------------
                       Brunswick Co., NC            1.  File No.:     99-192
                                                        File Date:    2/9/99
                                                        Secured Pty:  First Union National Bank
                                                        Collateral:   BLANKET LIEN
--------------------------------------------------------------------------------------------------------
                       Cabbarus Co., NC             1.  File No.:     990390
                                                        File Date:    2/10/99
                                                        Secured Pty:  First Union National Bank
                                                        Collateral:   BLANKET LIEN
--------------------------------------------------------------------------------------------------------
                       Catawba Co., NC              1.  File No.: 990390
                                                        File Date: 2/10/1999
                                                        Secured Party: First Union National Bank
</TABLE>

                                       89

<PAGE>

<TABLE>
<S>                    <C>                          <C>
                                                        Collateral: BLANKET LIEN
--------------------------------------------------------------------------------------------------------
                       Cumberland Co., NC           1.  File No.:     99-727
                                                        File Date:    2/9/99
                                                        Secured Pty:  First Union National Bank
                                                        Collateral:   BLANKET LIEN
--------------------------------------------------------------------------------------------------------
                       Harnett Co., NC              1.  File No.:     990328
                                                        File Date:    2/10/99
                                                        Secured Pty:  First Union National Bank
                                                        Collateral:   BLANKET LIEN
--------------------------------------------------------------------------------------------------------
                       Hoke Co., NC                 1.  File No.:     99-52
                                                        File Date:    2/9/1999
                                                        Secured Party: First Union National Bank
                                                        Collateral:   BLANKET LIEN
--------------------------------------------------------------------------------------------------------
                       Iredell Co., NC              1.  File No.:     99-264
                                                        File Date:    2/9/99
                                                        Secured Pty:  First Union National Bank
                                                        Collateral:   BLANKET LIEN
--------------------------------------------------------------------------------------------------------
                       Lee Co., NC                  1.  File No.:     99-209
                                                        File Date:    2/9/99
                                                        Secured Pty:  First Union National Bank
                                                        Collateral:   BLANKET LIEN
--------------------------------------------------------------------------------------------------------
                       Moore Co., NC                1.  File No.:     99-245
                                                        File Date:    2/9/99
                                                        Secured Pty:  First Union National Bank
                                                        Collateral:   BLANKET LIEN
--------------------------------------------------------------------------------------------------------
                       New Hanover Co., NC          1.  File No.:     99A475
                                                        File Date:    2/9/99
                                                        Secured Pty:  First Union National Bank
                                                        Collateral:   BLANKET LIEN
--------------------------------------------------------------------------------------------------------
                       Union Co., NC                1.  File No.:     9900706
                                                        File Date:    3/19/99
                                                        Secured Pty:  First Union National Bank
                                                        Collateral:   BLANKET LIEN
--------------------------------------------------------------------------------------------------------
                       South Carolina Secretary     1.  File No.: 145056A
                       of State                         File Date: 7/10/1998
                                                        Secured Party: First Union National Bank
                                                        Collateral:   BLANKET LIEN
--------------------------------------------------------------------------------------------------------
Zip Mart               North Carolina Secretary     1.  File No.: 19980044345
                       of State                         File Date: 7/10/1998
                                                        Secured Party: First Union National Bank
                                                        Collateral:   BLANKET LIEN
                                                        *Partial Release #20000072565 7/20/2000

                                                    2.  File No.: 19990012923
                                                        File Date: 2/9/1999
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN
                                                        *Partial Release 20000072566 7/20/2000
--------------------------------------------------------------------------------------------------------
                       Durham Co., NC               1.  File No.: 99-298
                                                        File Date: 2/9/1999
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN
--------------------------------------------------------------------------------------------------------
                       Johnston Co., NC             1.  File No.: 99-0373
                                                        File Date: 2/9/1999
                                                        Secured Party: First Union National Bank
</TABLE>

                                       90

<PAGE>

<TABLE>
<S>                    <C>                          <C>
                                                        Collateral: BLANKET LIEN
--------------------------------------------------------------------------------------------------------
                       Lenior Co., NC               1.  File No.: 99-0291
                                                        File Date: 2/9/1999
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN
--------------------------------------------------------------------------------------------------------
                       Nash Co., NC                 1.  File No.: 99-691
                                                        File Date: 3/18/1999
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN
--------------------------------------------------------------------------------------------------------
                       Orange Co., NC               1.  File No.: 99-181
                                                        File Date: 2/9/1999
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN
--------------------------------------------------------------------------------------------------------
                       Pitt Co., NC                 1.  File No.: 990378
                                                        File Date: 2/9/1999
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN
--------------------------------------------------------------------------------------------------------
                       Wake Co., NC                 1.  File No.: 99000982
                                                        File Date: 2/9/1999
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN
--------------------------------------------------------------------------------------------------------
                       Wayne Co., NC                1.  File No.: 379
                                                        File Date: 2/9/1999
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN
--------------------------------------------------------------------------------------------------------
                       Wilson Co., NC               1.  File No.: 99-0189
                                                        File Date: 2/9/1999
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN
--------------------------------------------------------------------------------------------------------
                       Virginia Secretary of State  1.  File No.: 9807107803
                                                        File Date: 7/10/1998
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN

                                                    2.  File No.: 9902097821
                                                        File Date: 2/9/1999
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN

                                                    3.  File No.: 9902107815
                                                        File Date: 2/10/1999
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN
--------------------------------------------------------------------------------------------------------
                       Greensville Co., VA          1.  File No.: 990021818
                                                        File Date: 2/10/1999
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN

                                                    2.  File No.: 990021854
                                                        File Date: 3/18/1999
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN
--------------------------------------------------------------------------------------------------------
                       Halifax Co., VA              1.  File No.: 48670
                                                        File Date: 2/10/1999
                                                        Secured Party: First Union National Bank
</TABLE>

                                       91

<PAGE>

<TABLE>
<S>                    <C>                          <C>
                                                        Collateral: BLANKET LIEN
--------------------------------------------------------------------------------------------------------
                       Hanover Co., VA              1.  File No.: 99-141
                                                        File Date: 2/10/1999
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN
--------------------------------------------------------------------------------------------------------
                       Mecklenburg Co., VA          1.  File No.: 99-55
                                                        File Date: 2/9/1999
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN
--------------------------------------------------------------------------------------------------------
                       Stafford Co., VA             1.  File No.: 990000167
                                                        File Date: 2/9/1999
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN
--------------------------------------------------------------------------------------------------------
Express Stop           North Carolina Secretary     1.  File Date: 19990012923
                       of State                         File No.: 2/9/1999
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN
                                                        *Partial Release filed #20000072566 4/5/2000
--------------------------------------------------------------------------------------------------------
                       Brunswick Co., NC            1.  File No.: 99-192
                                                        File Date: 2/9/1999
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN
--------------------------------------------------------------------------------------------------------
                       Columbus Co., NC             1.  File No.: 99-175
                                                        File Date: 2/9/1999
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN
--------------------------------------------------------------------------------------------------------
                       Cumberland Co., NC           1.  File No.: 00-727
                                                        File Date: 2/9/1999
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN
--------------------------------------------------------------------------------------------------------
                       South Carolina Secretary     1.  File No.: 132334A
                       of State                         File Date: 2/10/1999
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN
--------------------------------------------------------------------------------------------------------
Etna                   North Carolina Secretary     1.  File No.: 19990026151
                       of State                         File Date: 3/18/1999
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN
                                                        *Partial Release #20000072567 7/20/2000
--------------------------------------------------------------------------------------------------------
                       Alamance Co., NC             1.  File No.: 99-0484
                                                        File Date: 3/18/1999
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN
--------------------------------------------------------------------------------------------------------
                       Beaufort Co., NC             1.  File No.: 990249
                                                        File Date: 3/18/1999
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN
--------------------------------------------------------------------------------------------------------
                       Bladen Co., NC               1.  File No.: 99-183
                                                        File Date: 3/18/1999
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN
--------------------------------------------------------------------------------------------------------
                       Carteret Co., NC             1.  File No.: 99-292
                                                        File Date: 3/18/1999
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN
--------------------------------------------------------------------------------------------------------
</TABLE>

                                       92

<PAGE>

<TABLE>
<S>                    <C>                          <C>
                       Chatham Co., NC              1.  File No.: 9900252
                                                        File Date: 3/18/1999
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN
--------------------------------------------------------------------------------------------------------
                       Columbus Co., NC             1.  File No.: 99-332
                                                        File Date: 3/18/1999
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN
--------------------------------------------------------------------------------------------------------
                       Craven Co., NC               1.  File No.: 990429
                                                        File Date: 3/18/1999
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN
--------------------------------------------------------------------------------------------------------
                       Cumberland Co., NC           1.  File No.: 99-1454
                                                        File Date: 3/18/1999
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN
--------------------------------------------------------------------------------------------------------
                       Davidson Co., NC             1.  File No.: 99-849
                                                        File Date: 3/19/1999
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN
--------------------------------------------------------------------------------------------------------
                       Duplin Co., NC               1.  File No.: 99-0532
                                                        File Date: 3/18/1999
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN
--------------------------------------------------------------------------------------------------------
                       Durham Co., NC               1.  File No.: 99-600
                                                        File Date: 3/18/1999
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN
--------------------------------------------------------------------------------------------------------
                       Forsyth Co., NC              1.  File No.: 230313
                                                        File Date: 3/18/1999
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN
--------------------------------------------------------------------------------------------------------
                       Guilford Co., NC             1.  File No.: 484532
                                                        File Date: 3/18/1999
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN
--------------------------------------------------------------------------------------------------------
                       Hertford Co., NC             1.  File No.: 99-239
                                                        File Date: 3/18/1999
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN
--------------------------------------------------------------------------------------------------------
                       Iredell Co., NC              1.  File No.: 99-515
                                                        File Date: 3/18/1999
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN
--------------------------------------------------------------------------------------------------------
                       Johnston Co., NC             1.  File No.: 99-745
                                                        File Date: 3/18/1999
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN
--------------------------------------------------------------------------------------------------------
                       Lenior Co., NC               1.  File No.: 99-0524
                                                        File Date: 3/18/1999
                                                        Secured Party: First Union National bank
                                                        Collateral: BLANKET LIEN
--------------------------------------------------------------------------------------------------------
                       Moore Co., NC                1.  File No.: 99-498
                                                        File Date: 3/18/1999
                                                        Secured Party: First Union National Bank
</TABLE>

                                       93

<PAGE>

<TABLE>
<S>                    <C>                          <C>
                                                        Collateral: BLANKET LIEN
--------------------------------------------------------------------------------------------------------
                       Nash Co., NC                 1.  File No.: 99-691
                                                        File Date: 3/18/1999
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN
--------------------------------------------------------------------------------------------------------
                       Orange Co., NC               1.  File No.: 99-370
                                                        File Date: 3/18/1999
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN
--------------------------------------------------------------------------------------------------------
                       Pasquatank Co., NC           1.  File No.: 38471
                                                        File Date: 3/18/1999
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN
--------------------------------------------------------------------------------------------------------
                       Randolph Co., NC             1.  File No.: 99-1863
                                                        File Date: 3/18/1999
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN
--------------------------------------------------------------------------------------------------------
                       Rowan Co., NC                1.  File No.: 990284
                                                        File Date: 3/18/1999
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN
--------------------------------------------------------------------------------------------------------
                       Stokes Co., NC               1.  File No.: 99-194
                                                        File Date: 3/18/1999
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN
--------------------------------------------------------------------------------------------------------
                       Wake Co., NC                 1.  File No.: 99002090
                                                        File Date: 3/18/1999
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN
--------------------------------------------------------------------------------------------------------
                       Wilkes Co., NC               1.  File No.: 99-309
                                                        File Date: 3/18/1999
                                                        Secured Party: First Union National bank
                                                        Collateral: BLANKET LIEN
--------------------------------------------------------------------------------------------------------
                       Wilson Co., NC               1.  File No.: 99-0355
                                                        File Date: 3/18/1999
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN
--------------------------------------------------------------------------------------------------------
                       Virginia Secretary of State  1.  File No.: 9903187871
                                                        File Date: 3/18/1999
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN
--------------------------------------------------------------------------------------------------------
                       Nottoway Co., VA             1.  File No.: 99-060
                                                        File Date: 3/19/1999
                                                        Secured Party: First Union National bank
                                                        Collateral: BLANKET LIEN
--------------------------------------------------------------------------------------------------------
                       Roanoke Co., VA              1.  File No.: 99-221
                                                        File Date: 3/18/1999
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN
--------------------------------------------------------------------------------------------------------
                       Rockingham Co., VA           1.  File No.: 50357
                                                        File Date: 3/18/1999
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN
--------------------------------------------------------------------------------------------------------
                       Shenendoah Co., VA           1.  File No.: 99-000058
</TABLE>

                                       94

<PAGE>

<TABLE>
<S>                    <C>                          <C>
                                                        File Date: 3/18/1999
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN
--------------------------------------------------------------------------------------------------------
                       Wythe Co., VA                1.  File No.: 99-90
                                                        File Date: 3/31/1999
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN
--------------------------------------------------------------------------------------------------------
                       Forest Co., MS               1.  File No.: 94104
                                                        File Date: 3/29/2001
                                                        Secured Party: GE Capital Business Asset Funding
                                                        Collateral: Specific Equipment
--------------------------------------------------------------------------------------------------------
                       Harrison Co., MS (1st        1.  File No.: 01-1800
                       District)                        File Date: 3/29/2001
                                                        Secured Party: GE Capital Business Asset Funding
                                                        Collateral: Specific Equipment
--------------------------------------------------------------------------------------------------------
                       Jackson Co., MS              1.  File No.: 01-01054
                                                        File Date: 3/29/2001
                                                        Secured Party: GE Capital Business Asset Funding
                                                        Collateral: Specific Equipment
--------------------------------------------------------------------------------------------------------
                       Jones Co., MS (2nd           1.  File No.: 111,787
                       District)                        File Date: 3/29/2001
                                                        Secured Party: GE Capital Business Asset Funding
                                                        Collateral: Specific Equipment
--------------------------------------------------------------------------------------------------------
                       Lauderdale Co., MS           1.  File No.: 01959
                                                        File Date: 3/29/2001
                                                        Secured Party: GE Capital Business Assets Funding
                                                        Collateral: Specific Equipment
--------------------------------------------------------------------------------------------------------
                       Stone Co., MS                1.  File No.: 24041
                                                        File Date: 4/4/2001
                                                        Secured Party: GE Capital Business Asset Funding
                                                        Collateral: Specific Equipment
--------------------------------------------------------------------------------------------------------
Depot                  South Carolina Secretary     1.  File No.: 125319A
                       of State                         File Date: 8/26/1999
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN
--------------------------------------------------------------------------------------------------------
                       Georgia Central Filing       1.  File No.: 1211999003404
                       Office                           File Date: 8/31/1999
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN
--------------------------------------------------------------------------------------------------------
                       Warren Co., MS               1.  File No.: 14534
                                                        File Date: 7/16/1999
                                                        Secured Party: Central Products, Inc. dba
                                                        Central Restaurant Products
                                                        Collateral: Open Account
--------------------------------------------------------------------------------------------------------
Food Chief             South Carolina Secretary     1.  File No.: 125212A
                       of State                         File Date: 8/26/1999
</TABLE>

                                       95

<PAGE>

<TABLE>
<S>                    <C>                          <C>
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN
--------------------------------------------------------------------------------------------------------
Handy Way              Florida Secretary of State   1.  File No.: 990000031149
                                                        File Date: 2/10/1999
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN
--------------------------------------------------------------------------------------------------------
Sprint                 Florida Secretary of State   1.  File No.: 99000031146
                                                        File Date: 2/10/1999
                                                        Secured Party: First Union National Bank
                                                        Collateral: BLANKET LIEN
--------------------------------------------------------------------------------------------------------
</TABLE>

                                       96

<PAGE>

                                  SCHEDULE 6.3

                                   INVESTMENTS

None.

                                       97

<PAGE>

                                  SCHEDULE 6.4

                             CONTINGENT OBLIGATIONS

The Borrower has the following Surety Bonds outstanding:

<TABLE>
<CAPTION>
BOND #      OBLIGEE                         DESCRIPTION                             LIABILITY
            -------                         -----------                             ---------
<S>         <C>                             <C>                                     <C>
45017967    Jefferson Energy Cooperative    Bond in Lieu of Deposit                 $     4,200.00
45017959    City of Rocky Mount             Bond in Lieu of Deposit Stores 3077,
                                            3078, 3080, 3081,                       $    32,400.00
45017922    City of Russellville            Electric Plant Board-Bond in Lieu of
                                            Deposit                                 $     5,000.00
45017658    Liberty Mutual Fire Insurance   Financial Guarantee Bond                $    57,735.00
45017644    US Dept of Agriculture          Food Stamp Bond                         $     1,000.00
45017663    US Dept of Agriculture          Food Stamp Bond                         $     1,000.00
45017660    US Dept of Agriculture          Food Stamp Bond                         $     1,000.00
45017662    US Dept of Agriculture          Food Stamp Bond                         $     1,000.00
45017661    US Dept of Agriculture          Food Stamp Bond                         $     1,000.00
45017962    Florida Dept of Revenue         Fuel Tax Bond                           $     5,000.00
45017766    State of VA                     Fuel Tax Bond                           $   300,000.00
45017767    State of Louisana               Fuel Tax Bond                           $    10,000.00
45017666    Florida Dept of Revenue         Fuel Tax Bond                           $   100,000.00
45017919    State of Delaware               Gasoline Tax Bond                       $     3,000.00
45034724    NC Dept of Trans of Highway     Highway Encroachment Bond               $     1,500.00
45034716    NC Dept of Trans of Highway     Highway Encroachment Bond               $     1,500.00
45034746    NC Dept of Trans of Highway     Highway Encroachment Bond               $     1,000.00
45034760    NC Dept of Trans of Highway     Highway Encroachment Bond               $     1,000.00
45034784    NC Dept of Trans of Highway     Highway Encroachment Bond               $     1,000.00
45017633    State of VA - DOT               Land Use Bond                           $     2,500.00
45017844    State of Florida Dot            Motor Carrier Bond                      $     7,000.00
45017937    State of Maryland               Motor Fuel Dealer Bond                  $    90,000.00
45017923    State of Georgia                Motor Fuel Distributor's Bond           $   110,000.00
45017966    State of NC                     Motor Fuel Tax                          $   250,000.00
45017984    State of S. Carolina            Motor Fuel Tax                          $ 2,000,000.00
45017996    Comm of Kentucky                Motor Fuels License Bond
                                            3084,3085,3087,3090,3096,3106           $   350,000.00
45034792    Town of Cary, NC                Perfomance Bond                         $    39,259.13
45017659    State of Tennessee              Petroleum Products and Alternative
                                            Fuels Bond                              $     3,000.00
45017957    State of Mississippi            Petroleum Products and Alternative
                                            Fuels Bond                              $   250,000.00
45017938    Santee Cooper S.C.              South Carolina Public
                                            Services-Utility Bond                   $   114,000.00
45017918    State of Delaware               Special Fuel Tax Bond                   $     5,000.00
45017835    State of Florida Dept of        Fuel Tax Bond
            Revenue                                                                 $   100,000.00
45017847    Tampa Electric                  Utility Service Guaranty Bond           $    12,000.00
45017675    Florida Power & Light           Utility Service Guaranty Bond           $   376,280.00
45017673    Withlacoochee River Electric    Utility Service Guaranty Bond           $    26,000.00
45017654    Central Georgia EMC             Utility Service Guaranty Bond           $     8,000.00
45017655    Water, Light & Gas              Utility Service Guaranty Bond           $     3,300.00
45017921    Murfreesboro Electric           Utility Service Guaranty Bond
            Department                                                              $     3,000.00
45017964    Southern Pine Electric          Utility Service Guaranty Bond           $    18,500.00
45017963    Pearl River Valley              Utility Service Guaranty Bond           $     9,150.00
</TABLE>

                                       98

<PAGE>

<TABLE>
<S>         <C>                             <C>                                     <C>
45017958    Broad Power Electric Company    Utility Service Guaranty Bond           $     5,006.00
45034584    Georgia Power Company           Utility Service Guaranty Bond           $    35,000.00
45017622    Canton Municipal Utilities      Utility Service Guaranty Bond           $     9,000.00
45017623    Entergy Mississippi             Utility Service Guaranty Bond           $   126,530.00
45017635    Mississippi Valley Gas          Utility Service Guaranty Bond           $     2,300.00
45017688    State of Louisana               Utility Service Guaranty Bond           $    20,000.00
45017768    City of Vicksburg               Utility Service Guaranty Bond           $     3,600.00
45017802    Yazoo City Public Utility       Utility Service Guaranty Bond           $     6,000.00
45017803    Coast Electric Store#3463       Utility Service Guaranty Bond           $     3,000.00
45017804    Coast Electric Store#3465       Utility Service Guaranty Bond           $     4,000.00
45017805    Coast Electric Store#3466       Utility Service Guaranty Bond           $     4,000.00
45017806    Coast Electric Store#3458       Utility Service Guaranty Bond           $     4,000.00
45017809    Entergy Louisiana               Utility Service Guaranty Bond           $    62,290.00
45017676    City of Leesburg                Utility Service Guaranty Bond           $     8,450.00
45017674    City of Jacksonville Beach      Utility Service Guaranty Bond           $    39,000.00
45017843    Florida Public Utilities        Utility Service Guaranty Bond           $    10,000.00
45017848    St Cloud Utility                Utility Service Guaranty Bond           $     3,000.00
45017956    Florida Power Corp              Utility Service Guaranty Bond           $   154,000.00
45017638    City of Williston               Utility Service Guaranty Bond           $     5,000.00
45017672    City of Green Cove Springs      Utility Service Guaranty Bond           $     6,210.00
45017671    Clay Electric Cooperative       Utility Service Guaranty Bond           $   101,400.00
45017670    City of Newberry                Utility Service Guaranty Bond           $     6,500.00
45017890    New Smyrna Beach                Utility Service Guaranty Bond           $     9,000.00
45034566    City of Orlando                 Utility Service Guaranty Bond           $     2,050.00
45017669    Sumter Electric                 Utility Service Guaranty Bond           $    33,000.00
                                                                                    $ 4,967,660.13
</TABLE>

The Company has assigned the following leases:

    LOCATION               LEASE ASSIGNED TO
    --------               -----------------
St. Matthews, SC        Boxley Enterprises, Inc.
Gainesville, GA         Ranajung Sahni
Hiram, GA               Hollis Petroleum, LLC
Deland, FL              Al Jamal
Orlando, FL             Boxley Enterprises, Inc.

                                       99

<PAGE>

                                 SCHEDULE 6.8-1

                    EXISTING SALE AND LEASE-BACK TRANSACTIONS

STORE #    DATE         LESSOR/AMOUNT
-------    ----         -------------
#855       10/31/97     Harold Chastain - $650,000
#861       11/14/97     Harold Chastain - $1,000,000
#872       11/24/97     Margaret Heagerty - $633,109
#1301      3/7/99       Realty Income Corporation - $1,359,977.50
#1302      3/7/99       Realty Income Corporation - $1,054,957.63
#1303      3/7/99       Realty Income Corporation - $1,016,559.99
#1304      3/7/99       Realty Income Corporation - $972,897.77
#1306      3/7/99       Realty Income Corporation - $850,435.12
#1307      3/7/99       Realty Income Corporation - $880,231.92
#1310      3/7/99       Realty Income Corporation - $1,321,662.70
#1320      3/7/99       Realty Income Corporation - $869,930.62
#1321      3/7/99       Realty Income Corporation - $818,346.75
#3243      7/22/99      Realty Income Corporation - $800,000
#3244      7/22/99      Realty Income Corporation - $750,000
#3245      7/22/99      Realty Income Corporation - $950,000
#3248      7/22/99      Realty Income Corporation - $800,000
#3249      7/22/99      Realty Income Corporation - $850,000
#3250      7/22/99      Realty Income Corporation - $1,000,000
#3252      7/22/99      Realty Income Corporation - $900,000
#3253      7/22/99      Realty Income Corporation - $800,000
#3254      7/22/99      Realty Income Corporation - $1,200,000
#3256      7/22/99      Realty Income Corporation - $700,000
#3257      7/22/99      Realty Income Corporation - $925,000
#3258      7/22/99      Realty Income Corporation - $700,000
#3261      7/22/99      Realty Income Corporation - $1,000,000
#3262      7/22/99      Realty Income Corporation - $875,000
#3263      7/22/99      Realty Income Corporation - $1,100,000
#3264      7/22/99      Realty Income Corporation - $900,000
#3266      7/22/99      Realty Income Corporation - $600,000
#3267      7/22/99      Realty Income Corporation - $1,100,000
#3270      7/22/99      Realty Income Corporation - $650,000
#3271      7/22/99      Realty Income Corporation - $500,000
#3272      7/22/99      Realty Income Corporation - $1,100,000
#3273      7/22/99      Realty Income Corporation - $1,200,000
#3275      7/22/99      Realty Income Corporation - $850,000
#3276      7/22/99      Realty Income Corporation - $900,000
#3277      7/22/99      Realty Income Corporation - $850,000
#3280      7/22/99      Realty Income Corporation - $900,000
#3281      7/22/99      Realty Income Corporation - $700,000
#3282      7/22/99      Realty Income Corporation - $800,000
#3284      7/22/99      Realty Income Corporation - $1,100,000

                                       100

<PAGE>

#3285      7/22/99      Realty Income Corporation - $1,250,000
#3286      7/22/99      Realty Income Corporation - $1,100,000
#3289      7/22/99      Realty Income Corporation - $1,100,000
#3290      7/22/99      Realty Income Corporation - $900,000
#3356      2/1/00       K. Martin Waters, Jr. - $648,140
#3357      2/1/00       K. Martin Waters, Jr. - $596,075
#3358      2/1/00       K. Martin Waters, Jr. - $585,957
#3359      2/1/00       K. Martin Waters, Jr. - $546,260
#3354      4/1/00       SMCO, LLC - $1,200,000
#3314      5/8/00       Highland Park/Athens-Gainesville, LLC - $900,000
#3346      5/8/00       Highland Park/Athens-Gainesville, LLC - $1,500,000
#3322      6/1/00       MWH Properties, LLC - $1,200,000
#3350      6/1/00       MWH Properties, LLC - $1,000,000
#3377      7/21/00      1B Regency Parkway, LLC (Hilton Head, SC) - $800,000
#941       8/22/00      Rachel, LLC - $907,000
#3419      11/20/00     Waters Investments, Inc. - $500,000
#3442      12/21/00     M. K., LLC (Durham, NC) - $1,400,000
#3440      12/21/00     Petroleum Realty VI, LLC - $400,000
#3443      12/21/00     Petroleum Realty VI, LLC - $1,050,000
#3444      12/21/00     Petroleum Realty VI, LLC - $950,000
#3445      12/21/00     Petroleum Realty VI, LLC - $1,280,000
#3446      12/21/00     Petroleum Realty VI, LLC - $1,230,000
#3447      12/21/00     Petroleum Realty VI, LLC - $1,280,000
#3448      12/21/00     Petroleum Realty VI, LLC - $780,000
#3449      12/21/00     Petroleum Realty VI, LLC - $750,000
#3450      12/21/00     Petroleum Realty VI, LLC - $1,040,000
#3452      12/21/00     Petroleum Realty VI, LLC - $1,110,000
#3453      12/21/00     Petroleum Realty VI, LLC - $990,000
#3454      12/21/00     Petroleum Realty VI, LLC - $1,110,000
#3455      12/21/00     Petroleum Realty VI, LLC - $1,060,000
#3456      12/21/00     Petroleum Realty VI, LLC - $1,150,000
#3458      12/21/00     Petroleum Realty VI, LLC - $950,000
#3459      12/21/00     Petroleum Realty VI, LLC - $1,080,000
#3460      12/21/00     Petroleum Realty VI, LLC - $1,090,000
#3461      12/21/00     Petroleum Realty VI, LLC - $1,060,000
#3463      12/21/00     Petroleum Realty VI, LLC - $580,000
#3465      12/21/00     Petroleum Realty VI, LLC - $1,180,000
#3466      12/21/00     Petroleum Realty VI, LLC - $1,390,000
#3467      12/21/00     Petroleum Realty VI, LLC - $1,080,000
#3468      12/21/00     Petroleum Realty VI, LLC - $1,660,000
#3474      01/25/01     Realty Income Corporation - $1,200,000
#3480      01/25/01     Realty Income Corporation - $900,000
#3469      06/14/01     Carolina Magee, LLC - $1,400,000
#3355      01/24/02     LRD, LLC, Kingfisher Investments LLC, and Beach
                        Brothers, LLC - $1,333,500
#3438      03/13/02     Oates Oil Company - $2,067,025

                                       101

<PAGE>

#3439      08/21/02     Oates Oil Company - $1,465,173
#6278      11/14/02     Shirley & James Andrews - $1,200,000

                                       102

<PAGE>

                                 SCHEDULE 6.8-2

                    PERMITTED SALE AND LEASE-BACK PROPERTIES

                              EXPECTED
STORE #    BOOK VALUE      REIMBURSEMENTS
   1142      359,691.30        800,000.00
   6293    1,766,107.19      1,800,000.00

                                       103

<PAGE>

                                  SCHEDULE 9.2

                            LENDERS' LENDING OFFICES

           Credit Contact                          Operations Contact

Wachovia Bank, National Association      Wachovia Bank, National Association
One Wachovia Center, TW-6                Charlotte Plaza
Charlotte, North Carolina  28288-0479    201 South College Street, CP-23
Attention:  Mr. Douglas Boothe           Charlotte, North Carolina  28288-0680
Telephone:  (704) 383-7553               Attention:  Syndication Agency Services
Facsimile:  (704) 374-6537               Telephone:  (704) 383-3721
                                         Facsimile:  (704) 383-0288

Wells Fargo Bank, N.A.                   Wells Fargo Bank, N.A.
333 S. Grand Avenue                      201 Third Street
9th Floor                                MAC A0187-081
Los Angeles, California 90071            San Francisco, California 94105
Attention:  Michael St. Geme             Attention:  Teresa Leung
Telephone:  (213) 253-7304               Telephone:  (415) 477-5424
Facsimile:  (213) 253-9694               Facsimile:  (415) 979-0675

Credit Industriel et Commercial          Credit Industriel et Commercial
520 Madison Avenue                       520 Madison Avenue
37th Floor                               37th Floor
New York, New York 10022                 New York, New York 10022
Attention:  Anthony Rock                 Attention:
Telephone:  (212) 715-4666               Telephone:  (212) 715-4541
Facsimile:  (212) 715-4535               Facsimile:  (212) 715-4477

Smoky River CDO, L.P.                    Smoky River CDO, L.P.
RBC Leveraged Capital                    JP Morgan Chase
One Liberty Plaza                        600 Travis Street
165 Broadway, 5th Floor                  Houston, TX 77002
New York, NY 10006                       Attention: Erica Lisbon
Attention:  Melissa Marano               Phone:  (713) 216-3599
Phone:  (212) 858-8320                   Fax: (713) 216-6848
Fax:  (212) 858-8384

                                       104

<PAGE>

                                 SCHEDULE 9.6(c)

                     FORM OF COMMITMENT TRANSFER SUPPLEMENT

                         COMMITMENT TRANSFER SUPPLEMENT

        Reference is made to the Amended and Restated Credit Agreement, dated as
of April __, 2003 (as amended, restated, supplemented or otherwise modified from
time to time, the "Credit Agreement"), among The Pantry, Inc. (the "Borrower"),
the Domestic Subsidiaries of the Borrower from time to time party thereto
(individually a "Guarantor" and collectively, the "Guarantors"), the Lenders
from time to time party thereto and Wachovia Bank, National Association, as
administrative agent (the "Administrative Agent"). Unless otherwise defined
herein, terms defined in the Credit Agreement and used herein shall have the
meanings given to them in the Credit Agreement.

        __________________________________ (the "Transferor Lender") and
_________________________ (the "Purchasing Lender") agree as follows:

        1.      The Transferor Lender hereby irrevocably sells and assigns to
the Purchasing Lender without recourse to the Transferor Lender, and the
Purchasing Lender hereby irrevocably purchases and assumes from the Transferor
Lender without recourse to the Transferor Lender, as of the Transfer Effective
Date (as defined below), in and to the Transferor Lender's rights and
obligations under the Credit Agreement with respect to those credit facilities
contained in the Credit Agreement as are set forth on Schedule 1 attached hereto
(individually an "Assigned Facility" and collectively, the "Assigned
Facilities"), in a principal amount for each Assigned Facility as set forth on
such Schedule 1 (collectively, the "Assigned Interest"), together with the
Commitment Percentage corresponding to such principal amount.

        2.      The Transferor Lender (a) makes no representation or warranty
and assumes no responsibility with respect to any statements, warranties or
representations made in or in connection with the Credit Agreement or with
respect to the execution, legality, validity, enforceability, genuineness,
sufficiency or value of the Credit Agreement, any other Credit Document or any
other instrument or document furnished pursuant thereto, other than that the
Transferor Lender is the legal and beneficial owner of the Assigned Interest and
that it has not created any adverse claim upon the interest being assigned by it
hereunder and that such interest is free and clear of any such adverse claim;
(b) makes no representation or warranty and assumes no responsibility with
respect to the financial condition of the Borrower, any Guarantor or any other
obligor or the performance or observance by the Borrower, any Guarantor or any
other obligor of any of their respective obligations under the Credit Agreement
or any other Credit Document or any other instrument or document furnished
pursuant hereto or thereto; and (c) attaches any Notes held by it evidencing the
Assigned Facilities and (i) requests that the Administrative Agent exchange the
attached Note(s) for new Note(s) payable to the Purchasing Lender and (ii) if
the Transferor Lender has retained any interest in the Assigned Facility,
requests that the Administrative Agent exchange the attached Note(s) for new
Note(s) payable to the Transferor Lender, in each case in amounts which reflect
the assignment being made hereby (and after giving effect to any other
assignments which have become effective on the Transfer Effective Date).

        3.      The Purchasing Lender (a) represents and warrants that it is
legally authorized to enter into this Commitment Transfer Supplement; (b)
confirms that it has received a copy of the

                                       105

<PAGE>

Credit Agreement, together with copies of the financial statements referred to
in Section 3.3 thereof, the financial statements delivered pursuant to Section
5.1 thereof, if any, and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into this
Commitment Transfer Supplement; (c) agrees that it will, independently and
without reliance upon the Transferor Lender, the Administrative Agent or any
other Lender and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under the Credit Agreement, the other Credit Documents or any
other instrument or document furnished pursuant hereto or thereto; (d) appoints
and authorizes the Administrative Agent to take such action as agent on its
behalf and to exercise such powers and discretion under the Credit Agreement,
the other Credit Documents or any other instrument or document furnished
pursuant hereto or thereto as are delegated to the Administrative Agent by the
terms thereof, together with such powers as are incidental thereto; and (e)
agrees that it will be bound by the provisions of the Credit Agreement and will
perform in accordance with its terms all the obligations which by the terms of
the Credit Agreement are required to be performed by it as a Lender including,
if it is organized under the laws of a jurisdiction outside the United States,
its obligations pursuant to Section 2.19 of the Credit Agreement.

        4.      The effective date of this Commitment Transfer Supplement shall
be ________ ___, ____ (the "Transfer Effective Date"). Following the execution
of this Commitment Transfer Supplement, it will be delivered to the
Administrative Agent and the Borrower for acceptance and recording by the
Administrative Agent pursuant to the Credit Agreement and the consent of the
Borrower to the extent required by the Credit Agreement, effective as of the
Transfer Effective Date.

        5.      Upon such acceptance and recording, from and after the Transfer
Effective Date, the Administrative Agent shall make all payments in respect of
the Assigned Interest (including payments of principal, interest, fees and other
amounts) to the Purchasing Lender whether such amounts have accrued prior to the
Transfer Effective Date or accrue subsequent to the Transfer Effective Date. The
Transferor Lender and the Purchasing Lender shall make all appropriate
adjustments in payments by the Administrative Agent for periods prior to the
Transfer Effective Date or, with respect to the making of this assignment,
directly between themselves.

        6.      From and after the Transfer Effective Date, (a) the Purchasing
Lender shall be a party to the Credit Agreement and, to the extent provided in
this Commitment Transfer Supplement, have the rights and obligations of a Lender
thereunder and under the other Credit Documents and shall be bound by the
provisions thereof and (b) the Transferor Lender shall, to the extent provided
in this Commitment Transfer Supplement, relinquish its rights and be released
from its obligations under the Credit Agreement.

        7.      This Commitment Transfer Supplement shall be governed by and
construed in accordance with the laws of the State of New York.

        IN WITNESS WHEREOF, the parties hereto have caused this Commitment
Transfer Supplement to be executed as of the date first above written by their
respective duly authorized officers on Schedule 1 hereto.

                                       106

<PAGE>

                                   SCHEDULE 1
                  TO COMMITMENT TRANSFER SUPPLEMENT RELATING TO
                   THE AMENDED AND RESTATED CREDIT AGREEMENT,
                           DATED AS OF APRIL __, 2003,
                                      AMONG
                                THE PANTRY, INC.,
                             THE GUARANTORS THERETO,
                            THE LENDERS PARTY THERETO
                                       AND
                      WACHOVIA BANK, NATIONAL ASSOCIATION,
                             AS ADMINISTRATIVE AGENT

     Name of Transferor Lender:

     Name of Purchasing Lender:

     Transfer Effective Date of Assignment:

             Credit              Principal         Commitment Percentage
             Facility Assigned   Amount Assigned   Assigned/22/
             -----------------   ---------------   ---------------------

                                 $______________   ____.________________%

     [NAME OF PURCHASING LENDER]                     [NAME OR TRANSFEROR LENDER]

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

     Accepted:                               Consented to:

     WACHOVIA BANK, NATIONAL ASSOCIATION,        THE PANTRY, INC.
     as Administrative Agent

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

----------
/22/    Calculate the Commitment Percentage that is assigned to at least 10
        decimal places and show as a percentage of the aggregate Commitments of
        all Lenders.

                                       107

<PAGE>

     Title:                                  Title:
            -----------------------                 ----------------------------

                                       108