<PAGE>   1
                                                                    EXHIBIT 10.1


                          INTERCREDITOR AND COLLATERAL
                                AGENCY AGREEMENT

                                      among

                          PICCADILLY CAFETERIAS, INC.,
                            a Louisiana corporation,

                      THE BANKS UNDER THE CREDIT AGREEMENT,

                THE LENDERS UNDER THE TERM LOAN CREDIT FACILITY,

                             HIBERNIA NATIONAL BANK,
                  as Administrative Agent and Collateral Agent,

                              THE BANK OF NEW YORK,
                         as Trustee under the Indenture,


                          Dated as of December 21, 2000




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                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

ARTICLE I
   DEFINITIONS
<S>              <C>                                                         <C>
   Section 1.01  Definitions..................................................2
   Section 1.02  Headings.....................................................6
   Section 1.03  Terms Generally..............................................6

ARTICLE II
   APPLICATION OF PROCEEDS

   Section 2.01  Election to Pursue Remedies..................................6
   Section 2.02  Duty of the Collateral Agent.................................7
   Section 2.03  Application of Proceeds......................................8
   Section 2.04  Payments by Collateral Agent.................................9
   Section 2.05  Notices under Related Documents..............................9
   Section 2.06  Voting Procedure.............................................9
   Section 2.07  Triggering Event............................................10
   Section 2.08  Pro Rata Treatment; Payment Disgorgement....................11
   Section 2.09  Bankruptcy Preferences......................................11
   Section 2.10  Marshaling..................................................11

ARTICLE III
   COLLATERAL; CREDITORS

   Section 3.01  Status of Liens; Collateral.................................12
   Section 3.02  Possession, Use and Release of Collateral...................13
   Section 3.03  Deposit, Use and Release of Collateral Account Assets.......15
   Section 3.04  Property of Obligors........................................16
   Section 3.05  Legends.....................................................16
   Section 3.06  Creditor Dealings; Good Faith...............................16

ARTICLE IV
   CALCULATION OF OBLIGATIONS

   Section 4.01  Notice of Amount of Obligations.............................16
   Section 4.02  Payment Account.............................................16

ARTICLE V
   THE COLLATERAL AGENT

   Section 5.01  Appointment of Collateral Agent.............................17
   Section 5.02  Nature of Duties of Collateral Agent........................17
</TABLE>

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<TABLE>

<S>              <C>                                                         <C>
   Section 5.03  Lack of Reliance on the Collateral Agent....................17
   Section 5.04  Certain Rights of the Collateral Agent......................18
   Section 5.05  Reliance by Collateral Agent................................18
   Section 5.06  Collateral Agent's Reimbursements and Indemnification.......18
   Section 5.07  The Collateral Agent in its Individual Capacity.............19
   Section 5.08  Creditors as Owners.........................................19
   Section 5.09  Successor Collateral Agent..................................19
   Section 5.10  Employment of Collateral Agent and Counsel..................19

ARTICLE VI
   MISCELLANEOUS

   Section 6.01  Authority...................................................20
   Section 6.02  Termination.................................................20
   Section 6.03  Amendments..................................................20
   Section 6.04  Notices, etc................................................20
   Section 6.05  Payment of Expenses, Indemnities, etc.......................21
   Section 6.06  Applicable Law..............................................22
   Section 6.07  Entire Agreement............................................22
   Section 6.08  Execution in Counterparts...................................22
   Section 6.09  Severability................................................22
   Section 6.10  Conflict with Credit Documents..............................22
   Section 6.11  Limitation by Law...........................................22
   Section 6.12  Benefit of Agreement; Limitation on Assignment..............22
   Section 6.13  Further Assurances..........................................22

Annex 1 - Security Documents
         1 - A   Real Property Mortgages
         1 - B   Leasehold Mortgages
         1 - C   Financing Statements
         1 - 2   Pledge and Collateral Account Agreement
         1 - 3   Security Agreement dated as of November 17, 1999
Annex 2 - Supplemental Intercreditor and Collateral Agency Agreement
</TABLE>



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                  INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT


         THIS INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT (this"Agreement")
dated as of December 21, 2000, is among PICCADILLY CAFETERIAS, INC., a Louisiana
corporation (the "Company"), the various commercial lending institutions (the
"Banks") that are or may become obligated to extend financial accommodations to
the Company under the Credit Agreement (as herein defined) and the various
commercial lenders (the "Lenders") party to the Term Loan Credit Facility (as
herein defined), HIBERNIA NATIONAL BANK, as Administrative Agent under the
Credit Agreement and the Term Loan Credit Facility, and as Collateral Agent
hereunder (in its capacity as Administrative Agent, the "Administrative Agent"
and in its capacity as Collateral Agent, together with all successors in such
capacity under the terms of this Agreement, the "Collateral Agent"), and The
Bank of New York, as Trustee (the "Trustee") under the Indenture (as herein
defined), for the benefit of the holders (the "Noteholders") of the notes issued
under the Indenture.

                                    RECITALS

         A. On the date of this Agreement, the Company, the Administrative
Agent, the Banks and others are entering into that certain Amended and Restated
Credit Agreement (as the same is from time to time supplemented, amended,
restated or extended, replaced or refinanced, the "Credit Agreement").

         B. On the date of this Agreement, the Company and the Trustee, on
behalf of, and for the benefit of, the Noteholders, are entering into that
certain Indenture (as the same is from time to time supplemented, amended,
restated, extended, or increased, the "Indenture"), and the Company and
Jefferies & Company Inc. (the "Initial Purchaser"), are entering into that
certain Purchase Agreement dated December 12, 2000, as amended and restated on
December 19, 2000, to be effective as of December 12, 2000, between the Company
and the Initial Purchaser (as the same is from time to time supplemented,
amended, or modified, the "Purchase Agreement"), pursuant to which, the Company
will issue and sell to the Initial Purchaser the Company's $75,500,000 Senior
Notes due 2007 (whether fixed rate or floating rate, the "Senior Notes").

         C. On the date of this Agreement, the Company, the Lenders and the
Administrative Agent are entering into that certain Term Loan Credit Agreement
(the "Term Loan Credit Facility"), pursuant to which the Lenders have made a
term loan having a stated principal amount of $5,500,000 to the Company, said
obligations being evidenced by various notes (the "Term Loan Notes").

         D. To secure, inter alia, the Credit Agreement Obligations (as herein
defined) of the Company under the Credit Agreement, the Term Loan Credit
Facility Obligations (as herein defined) of the Company under the Term Loan
Credit Facility, the Indenture Obligations (as herein defined) of the Company
under the Indenture (the Credit Agreement, the Term Loan Credit Facility, the
Purchase Agreement and the Indenture collectively being the "Principal
Agreements" and, together with the Security Documents (as herein defined), the
"Credit Documents"), and the other obligations of the Obligors (as herein
defined) under the Security Documents, the Company will execute and deliver the
Security Documents pursuant to the Principal Agreements.

         E. The Lenders, the Banks, the Administrative Agent (for itself and on
behalf of the other Banks and Lenders), the Trustee (for itself and on behalf of
the Noteholders), and the Collateral Agent (the Banks, the Lenders, the
Administrative Agent, the Trustee, the Noteholders and the Collateral Agent
collectively being the "Creditors"), are entering into this Agreement to
establish their relative rights with respect to payment of their respective
Obligations owed by the Company and any of its subsidiaries now or hereafter
executing a

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guarantee of the Credit Agreement Obligations or the Indenture Obligations (the
Company and such subsidiaries collectively being the "Obligors"), to agree as to
the exercise of certain remedies and to appoint Hibernia National Bank as
Collateral Agent for the purposes of dealing with the Credit Documents and
apportioning payments among the Creditors and for other purposes as set forth
herein.

         F. The execution and delivery of this Agreement is a condition
precedent to the Banks' obligations under the Credit Agreement, to the Lenders'
obligations under the Term Loan Credit Facility, and to the purchase of the
Senior Notes by the Initial Purchaser under the Purchase Agreement.

         G. NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged and to induce the Administrative
Agent and the Banks to enter into the Credit Agreement, the Lenders to enter
into the Term Loan Credit Facility, the Trustee to enter into the Indenture, and
the Noteholders to purchase the Senior Notes, the parties hereto hereby agree as
follows:

                                    ARTICLE I
                                   DEFINITIONS

         Section 1.01 Definitions. The terms defined in the recitals shall have
the meanings assigned to those terms in such recitals, and the following terms
shall have the meanings assigned as follows:

         "Advances" shall have the meaning set forth in the Credit Agreement.

         "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For purposes of this definition, "control"
(including, with correlative meanings, the terms "controlling," "controlled by"
and "under common control with"), as used with respect to any Person, shall mean
(i) the possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of such Person, whether through the
ownership of voting securities, by agreement or otherwise; (ii) in the case of a
corporation, beneficial ownership of 10% or more of any class of Capital Stock
of such Person; and (iii) in the case of an individual (A) members of such
Person's immediate family (as defined in Instruction 2 of Item 404(a) of
Regulation S-K under the Securities Act) and (B) trusts, any trustee or
beneficiaries of which are such Person or members of such Person's immediate
family. Notwithstanding the foregoing, neither the Initial Purchaser nor any of
its Affiliates will be deemed to be Affiliates of the Company.

         "Asset Disposition" shall mean any sale, lease, transfer or other
disposition (or series of related sales, leases, transfers or dispositions),
whether or not the foregoing constitutes an "Asset Sale", and includes any
disposition resulting from a casualty event or the exercise of any right of
condemnation or expropriation other than a disposition of inventory in the
ordinary course of business.

         "Asset Sale" shall mean any sale, lease, transfer or other disposition
(or series of related sales, leases, transfers or dispositions) of shares of
Capital Stock of an Obligor (other than directors' qualifying shares), property
or other assets, including by way of a sale/leaseback transaction (each referred
to for the purposes of this definition as a "disposition"), by the Company or
any of the Obligors (including any disposition by means of merger, consolidation
or similar transaction) in a single transaction or a series of transactions,
provided; that such transaction or series of transactions (i) has a fair market
value in excess of $1.0 million, or (ii) results in Net Proceeds in excess of
$1.0 million. Notwithstanding the foregoing, the following transactions will be
deemed not to be Asset Sales: (i) a disposition by an Obligor to the Company or
by the Company or an Obligor to a Wholly Owned Subsidiary (as defined in the
Indenture), (ii) a disposition of property or assets in the

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ordinary course of business, (iii) dispositions of inventory in the ordinary
course of business, (iv) for purposes of Section 4.10 of the Indenture only, a
disposition that constitutes a Restricted Payment permitted by Section 4.7 of
the Indenture, (v) the sale, lease, transfer or other disposition of all or
substantially all the assets of the Company as permitted under Section 5.1 of
the Indenture or Section 7.35 of the Credit Agreement, (vi) the grant of Liens
permitted by Section 4.12 of the Indenture or Section 7.28 of the Credit
Agreement, and (vii) sales of obsolete or worn-out equipment; provided, that an
exchange of assets transaction or series of related exchange of assets
transactions (each an "Exchange Transaction") shall not be considered an "Asset
Sale" if the assets received are related to the business of the Company or the
Obligors; provided, that (A) in the event an Exchange Transaction involves an
aggregate value in excess of $1.0 million, the terms of such Exchange
Transaction shall have been approved by a majority of the disinterested members
of the Board of Directors, (B) in the event such Exchange Transaction involves
an aggregate value in excess of $5.0 million, the Company shall have received a
written opinion from a nationally recognized independent investment banking firm
that the Company has received consideration equal to the fair market value of
assets disposed of and (C) any assets to be received shall be comparable to
those being exchanged as determined in good faith by the Board of Directors.

         "Business Day" shall mean any day excluding Saturday, Sunday and any
other day on which banks are required or authorized to close in New York, New
York.

         "Cash Equivalents" means (i) securities issued by the United States of
America or any agency or instrumentality thereof, (ii) time deposits and
certificates of deposit and commercial paper issued by the parent corporation of
any domestic commercial bank of recognized standing having capital and surplus
in excess of $250,000,000 and commercial paper issued by others rated at least
A-1 or the equivalent thereof by Standard & Poor's Ratings Services or at least
P-1 or the equivalent thereof by Moody's Investors Service, Inc. and in each
case maturing within one year after the date of acquisition and (iii)
investments in money market funds substantially all of whose assets comprise
securities of the types described in clauses (i) and (ii) above.

         "Capital Stock" means (i) with respect to any Person that is a
corporation, any and all shares, interests, participations, rights or other
equivalents (however designated) of corporate stock, and (ii) with respect to
any other Person, any and all partnership or other equity interests of such
Person.

         "Collateral" shall mean the properties and rights described in the
Security Documents as security for any of the Obligations.

         "Collateral Account" shall have the meaning set forth in Section 3.03.

         "Collateral Account Assets" shall mean assets from time to time
credited to the Collateral Account.

         "Credit Agreement Notes" shall mean the Notes issued to the Banks under
the Credit Agreement.

         "Credit Agreement Obligations" shall mean the "Indebtedness" as such
term is defined in the Credit Agreement.

         "Commitments" shall mean the commitments of the Banks under the Credit
Agreement.

         "Disgorged Amount" shall have the meaning set forth in Section 2.09.

         "Disgorged Creditor" shall have the meaning set forth in Section 2.09.

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         "Indemnity Matters" shall mean actions, suits, proceedings (including
any investigations, litigation or inquiries), claims, demands, causes of action,
costs, losses, liabilities, damages or expenses of any kind or nature
whatsoever.

         "Indenture Obligations" shall mean the "Obligations" as such term is
defined in the Indenture.

         "Issuing Bank" shall mean, for each of the Letters of Credit, the
issuer of such Letter of Credit.

         "Letters of Credit" shall mean and include all letters of credit issued
by the Issuing Bank under the Credit Agreement.

         "Lien" shall mean any mortgage, lien, pledge, charge, security interest
or encumbrance of any kind, whether or not filed, recorded or otherwise
perfected under applicable law (including any conditional sale or other title
retention agreement, any lease in the nature thereof, any option or other
agreement to sell or give a security interest in and any filing of or agreement
to give any financing statement under the Uniform Commercial Code (or equivalent
statutes) of any jurisdiction).

         "Majority Banks" shall mean the "Required Banks" as such term is
defined in the Credit Agreement (being certain designated Banks and Banks owning
at least two-thirds of the outstanding Advances under the Credit Agreement).

         "Majority Group 1 Creditors" shall mean Creditors having 50% or more of
the outstanding principal amount of the then outstanding principal amount of the
Senior Notes and the Term Loan Notes.

         "Majority Holders" shall mean Noteholders having 50% or more of the
outstanding principal amount of the Senior Notes.

         "Majority Lenders" shall mean the "Majority Lenders" as defined in the
Term Loan Credit Facility (being certain Lenders holding at least sixty-six and
two-thirds percent (66-2/3%) of the outstanding aggregate principal amount of
the Term Loan Notes).

         "Net Proceeds" shall mean the aggregate proceeds received in the form
of cash or Cash Equivalents in respect of any Asset Sale or Asset Disposition
(including payments in respect of deferred payment obligations when received),
net of (i) the reasonable and customary direct out-of-pocket costs relating to
such Asset Sale or Asset Disposition (including, without limitation, legal,
accounting and investment banking fees and sales commissions), other than any
such costs payable to an Affiliate of the Company, (ii) taxes actually payable
directly as a result of such Asset Sale or Asset Disposition (after taking into
account any available tax credits or deductions and any tax sharing
arrangements), (iii) amounts required to be applied to the permanent repayment
of Indebtedness (as defined in the Indenture) in connection with such Asset Sale
or Asset Disposition, and (iv) appropriate amounts provided as a reserve by the
Company or any Obligor, in accordance with GAAP, or any amount while placed in
escrow, against any liabilities associated with such Asset Sale or Asset
Disposition and retained by the Company or such Obligor, as the case may be,
after such Asset Sale or Asset Disposition, including, without limitation,
pension and other post-employment benefit liabilities, liabilities related to
environmental matters and liabilities under any indemnification obligations
arising from such Asset Sale or Asset Disposition.

         "Obligations" shall mean all Credit Agreement Obligations, Term Loan
Credit Facility Obligations and Indenture Obligations, including, but not
limited to, all other sums of money which may be hereafter paid

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or advanced by the Collateral Agent, the Banks, the Lenders or the Trustee under
the terms and provisions of this Agreement, any Principal Agreement or the other
Security Documents as such sums of money relate either to the administration,
protection and exercise of remedies in connection with this Agreement, any
Principal Agreement or the Security Documents, or to any reimbursement and
indemnity provisions contained in this Agreement, any Principal Agreement and
the Security Documents.

         "Outstanding Amount" shall mean, at any time, the sum of (a) the
aggregate amount of outstanding Advances and undrawn amounts of Letters of
Credit issued under the Credit Agreement, (b) the outstanding principal amount
of the issued and outstanding Term Loan Notes under the Term Loan Credit
Facility and (c) the outstanding principal amount of the issued and outstanding
Senior Notes under the Indenture.

         "Person" means any individual, corporation, partnership, joint venture,
association, joint stock company, trust, unincorporated organization, government
or any agency or political subdivision thereof, or any other entity.

         "Pledge and Collateral Account Agreement" shall mean either (i) that
certain Pledge and Collateral Account Agreement dated of even date herewith
among the Company, Hibernia Investments, L.L.C., as securities intermediary, and
the Collateral Agent, or (ii) such other agreement or agreements entered into by
the Company and the Collateral Agent to create accounts and grant in favor of
the Collateral Agent, for the ratable benefit of the Creditors, a valid and
perfected, first priority Lien on all assets deposited therein and which is
subject to the exclusive control and dominion of the Collateral Agent, in each
case, as the same may from time to time be amended, modified, supplemented or
replaced.

         "Principal Creditors" shall mean Noteholders, the Banks and the
Lenders.

         "Pro Rata Share" shall mean as to each Creditor the percentage that the
Obligations held by such Creditor represents of all Obligations.

         "Proceeds" shall mean all cash proceeds and other Property received by
the Collateral Agent or any of the Administrative Agent, the Banks, the Lenders
or the Trustee from or for the account of any Obligor, from whatever source.

         "Required Creditors" means Creditors having in the aggregate 25% or
more of the Outstanding Amount.

         "Restricted Payment" shall have the meaning set forth in the Indenture.

         "Security Documents" shall mean the documents set forth on Annex 1 as
such.

         "Term Loan Credit Facility Obligations" shall mean the "Indebtedness"
as such term is defined in the Term Loan Credit Facility.

         "TIA" shall mean the Trust Indenture Act of 1939 (15 U.S.C. Sections
77aaa-77bbbb) as in effect from time to time.

         "Triggering Event" shall have the meaning assigned such term in Section
2.07.


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         Section 1.02 Headings. Article and section headings of this Agreement
are for convenience of reference only, and shall not govern the interpretation
of any of the provisions of this Agreement.

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


                                   ARTICLE II
                             APPLICATION OF PROCEEDS

         Section 2.01 Election to Pursue Remedies.

         (a) The amounts payable by the Obligors at any time under any of the
Credit Documents to each Creditor shall be separate and independent debts, and,
prior to the occurrence and continuance of a Triggering Event, each Creditor
shall be entitled to enforce any right arising out of the applicable Principal
Agreement, subject to the terms thereof and of this Agreement. Each Creditor
hereby agrees that no Creditor other than the Collateral Agent (in its capacity
as such) shall have any right individually to realize upon any Liens granted
under the Security Documents, it being understood and agreed that such remedies
may be exercised only by the Collateral Agent for the ratable benefit of the
Creditors. After the occurrence and during the continuance of a Triggering
Event, each of the Banks, the Lenders, the Administrative Agent and the Trustee
further agrees that it shall not individually institute any judicial action
pertaining to the Credit Documents, vote or represent or file any claims or
proof of claims for any other Person in respect of the Obligations in connection
with any bankruptcy, reorganization, insolvency proceedings or any similar
proceedings, or exercise any other remedy (other than the right of set-off
existing under the Credit Agreement), pertaining to the Credit Documents, except
with the consent of the Required Creditors in accordance with the terms of this
Agreement.

         (b) Upon the occurrence and during the continuance of any Triggering
Event, the Collateral Agent shall, subject to Section 2.02 and Article IV, take
or, as appropriate, direct the appropriate trustee or agent to take any and all
actions provided for in the Security Documents relating to the pursuit of
remedies, including the foreclosure or disposition of collateral and the
collection of title insurance proceeds and casualty insurance proceeds, if any,
only if such actions are authorized as provided in this Section 2.01.

         (c) Upon the occurrence and during the continuance of any Triggering
Event, the Creditors shall vote on whether or not to pursue any remedy or
remedies available to them at law or otherwise, including

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whether or not to foreclose on or dispose of Collateral, if any. If the Required
Creditors at such time vote to pursue any particular remedy or remedies,
including foreclosure or disposition of collateral, instructions specifying the
particular action to be taken from the Required Creditors shall be delivered to
the Collateral Agent. Upon receipt by the Collateral Agent of such instructions
from the Required Creditors, with indemnities appropriate for such instructions
as provided in Section 5.04, the Collateral Agent shall immediately commence to
take or direct the instructed actions (and continue to take such actions)
relating such remedies.

         (d) Without regard to the occurrence of a Triggering Event, upon the
written instruction of the Required Creditors, with indemnities appropriate for
such instructions as provided in Section 5.04, the Collateral Agent shall (i)
take or direct any action provided for in the Security Documents (other than
foreclosure or disposition of the collateral) or proceed to enforce, or direct
the enforcement of, consistent with the Security Documents and applicable law
(other than foreclosure or disposition of the collateral), the rights or powers
provided in the Security Documents and under applicable law for the benefit of
the Creditors and shall give such notice or direction or shall take such action
or exercise such right or power hereunder or under any of the Security Documents
incidental thereto as shall be reasonably specified in such instructions and
consistent with the terms of the Security Documents and this Agreement; and/or
(ii) execute such instruments or agreements or take such other action in
connection with the Security Documents as may be deemed reasonably necessary or
appropriate by the Required Creditors and consistent with the terms of the
Security Documents and this Agreement. Such action may include, but is not
limited to (x) the giving of any notice, approval, consent or waiver which may
be called for under the Security Documents, (y) the requiring of the execution
and delivery of additional Security Documents, or (z) employing agents or
directing trustees in order to accomplish the actions requested.

         (e) From and including the date on which a Triggering Event occurs to
and including the earlier of (a) the date that is thirty (30) days after the
date on which such Triggering Event occurs and (b) the date on which the
Required Creditors have delivered instructions to the Collateral Agent to pursue
any particular remedy or remedies pursuant to Section 2.01(c) (such period of
time being the "Standstill Period"), the Banks, the Lenders, the Administrative
Agent and the Trustee shall not take any action (other than, in the case of the
Administrative Agent and the Banks, terminating the Commitments under the Credit
Agreement) to pursue any remedies in respect of such Triggering Event,
including, without limitation, pursuing remedies available under any of the
Principal Agreements, the Security Documents, or at law; provided, however, that
the Collateral Agent, Administrative Agent, or the Trustee may take any action
necessary to comply with any obligations imposed under any applicable law,
including, without limitation, the TIA. Upon the expiration of any Standstill
Period, the Collateral Agent shall pursue any remedies directed by the Required
Creditors pursuant to Section 2.01(b), if any, or if no instructions have been
delivered pursuant to Section 2.01(b), then the Collateral Agent shall take such
action as it shall deem reasonable to protect the interests of the Creditors.

         (f) Nothing in this Section 2.01 shall impair the right of a Bank to
exercise its rights of set-off existing under the Credit Agreement, but in any
event, subject to the terms thereof and hereof.

         Section 2.02 Duty of the Collateral Agent.

         (a) The Collateral Agent shall not be obligated to follow any
instructions of any one or more of the Creditors if: (i) such instructions
conflict with the provisions of this Agreement or any other Credit Document or
any applicable law or (ii) the Collateral Agent has not been adequately
indemnified to its satisfaction. Nothing in this Article II shall impair the
right of the Collateral Agent in its discretion to take any action authorized
under the Credit Documents, to the extent that the consent of any of the
Creditors is not required

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<PAGE>   11



or to the extent such action is not prohibited by the terms hereof, which it
deems proper and consistent with the instructions given by the Creditors as
provided for herein. In the absence of written instructions, containing the
appropriate indemnities, from the Creditors or Required Creditors as appropriate
for any particular matter, the Collateral Agent shall have no duty to take or
refrain from taking any action unless such action or inaction is explicitly
required by the terms of this Agreement or any applicable law, including,
without limitation, the TIA.

         (b) Beyond its duties expressly provided herein or in any Credit
Document and its duties to account to the Creditors and/or the Obligors for
monies and other property received by it hereunder or under any Credit Document,
the Collateral Agent shall not have any implied duty to the Creditors or any
Obligor as to any property belonging to an Obligor (whether or not the same
constitutes collateral) in its possession or control or in the possession or
control of any of its agents or nominees, or any income thereon or as to the
preservation of rights against prior parties or any other rights pertaining
thereto.

         Section 2.03 Application of Proceeds. Upon the occurrence and during
the continuance of a Triggering Event, all Proceeds received by the Collateral
Agent from any Obligor, including all realizations from collateral and proceeds
of title and casualty insurance and whether or not all obligations of the
Creditors are cross-collateralized (net of the costs and expenses reasonably
incurred in connection therewith and any taxes, assessments or prior liens)
shall be applied promptly by the Collateral Agent in the following order of
priority:

         (i)     FIRST: to the ratable payment and reimbursement of all fees,
                 expenses and indemnities owed to the Collateral Agent
                 (including the legal fees and expenses of its agents and
                 counsel);

         (ii)    SECOND: without duplication of clause FIRST, to the payment and
                 reimbursement of all fees (other than Unused Fees and Letter of
                 Credit fees under the Credit Agreement), expenses and
                 indemnities owed to the Banks, the Lenders, the Administrative
                 Agent and the Trustee under or provided for under the Credit
                 Agreement, the Term Loan Credit Facility or the Indenture; and
                 if such monies shall not be sufficient to pay in full the
                 entire amount then outstanding, then to make pro rata payments,
                 without any preference or priority, to the Lenders, the Banks,
                 the Administrative Agent, and the Trustee;

         (iii)   THIRD: to the payment of accrued and unpaid interest on
                 Advances, Commitment Fees and Letter of Credit Fees payable
                 under the Credit Agreement; and if such monies shall not be
                 sufficient to pay in full the entire amount then outstanding,
                 then to make pro rata payments, without any preference or
                 priority, to each Bank;

         (iv)    FOURTH: to the Collateral Agent to hold as cash collateral to
                 reimburse the Issuing Bank under the Credit Agreement for all
                 amounts which may thereafter reasonably be incurred in
                 connection with any outstanding Letters of Credit issued under
                 the Credit Agreement; and when the amount of cash collateral
                 then held exceeds the maximum amount which may be drawn upon
                 under the then outstanding Letters of Credit, such amount shall
                 be released for further distribution in accordance with clauses
                 FIFTH to FINALLY;

         (v)     FIFTH: to the ratable payment of the outstanding principal
                 balance of the Advances (provided that the aggregate amounts
                 paid under clauses Fourth and Fifth shall not exceed
                 $25,000,000); and if such monies shall not be sufficient to pay
                 in full the entire amount then outstanding, then to make pro
                 rata payments, without any preference or priority, to each
                 Bank;

                                       -8-

<PAGE>   12



         (vi)    SIXTH: to the payment of accrued and unpaid interest on the
                 Senior Notes payable under the Indenture and the Term Loan
                 Notes payable under the Term Loan Credit Facility, and if such
                 monies shall not be sufficient to pay in full the entire amount
                 then outstanding, then to make pro rata payments, without any
                 preference or priority, to each Lender and Noteholder;

         (vii)   SEVENTH: to the ratable payment of the outstanding principal
                 balance of the Term Loan Notes and the Senior Notes (including
                 any premium then due); and if such monies shall not be
                 sufficient to pay in full the entire amount then outstanding,
                 then to make pro rata payments, without any preference or
                 priority, to each Lender and Noteholder;

         (viii)  EIGHTH: to the payment and reimbursement of all fees, expenses
                 and indemnities owed to the Noteholders under or provided for
                 under the Indenture, and to the Lenders under or provided for
                 under the Term Loan Credit Facility; and if such monies shall
                 not be sufficient to pay in full the entire amount then
                 outstanding, then to make pro rata payments, without any
                 preference or priority, to the Noteholders;

         (ix)    NINTH: to the Collateral Agent to hold as cash collateral to
                 make payments or deposits due under the Credit Agreement, the
                 Term Loan Credit Facility or the Indenture until such time as
                 it determines that all such obligations have been paid in full
                 or pay any other amounts which may be then due and owing; and

         (x)     FINALLY: to the payment of the remainder, if any, to the
                 Company or its successor or as a court of competent
                 jurisdiction may otherwise direct.

         Section 2.04 Payments by Collateral Agent. All payments hereunder by
the Collateral Agent to (a) the Administrative Agent, the Banks or the Lenders
shall be delivered to the Administrative Agent for distribution to such Person
in the manner set forth in the Credit Agreement and the Term Loan Credit
Facility, as applicable, and (b) to the Trustee or the Noteholders to the
Trustee for distribution to such Person in the manner set forth in the
Indenture.

         Section 2.05 Notices under Related Documents. The Collateral Agent
shall deliver to the Administrative Agent and the Trustee promptly upon receipt
thereof, duplicates or copies of all material notices, requests and other
instruments received by the Collateral Agent under or pursuant to this Agreement
or any Credit Document, to the extent that the same shall not have been
previously furnished to such Creditor pursuant hereto or thereto. Promptly upon
obtaining such knowledge, the Administrative Agent and the Trustee agree: (a) to
deliver to the Collateral Agent, at the same time it makes delivery to the
Obligors, a copy of any notice of default, notice of intent to accelerate or
notice of acceleration with respect to the Obligations subject to this
Agreement; (b) to deliver to the Collateral Agent, at the same time it makes
delivery to any other Person, a copy of any notice of the commencement of any
judicial proceeding and a copy of any other notice with respect to the exercise
of remedies with respect to the Obligations subject to this Agreement.

         Section 2.06 Voting Procedure.

         (a) For purposes of any provision hereof or in any Credit Document that
requires or permits a vote of the Required Creditors, if more than one group of
Required Creditors votes with respect thereto, then the group of Required
Creditors holding the highest percentage of the Outstanding Amount shall be the
Required Creditors for such purpose.


                                       -9-

<PAGE>   13



         (b) (i) When this Agreement requires a vote of the Required Creditors,
the Collateral Agent shall poll each group constituting the Principal Creditors
in order to determine the vote of the Required Creditors (and such vote shall be
binding upon the Creditors who are not among the Required Creditors). The
Obligors and the Creditors may rely on the Collateral Agent with regard to any
such vote without any duty of further inquiry.

             (ii) When this Agreement requires a vote of the Majority Group 1
Creditors, or when either the Indenture requires a vote of the Majority Holders
or the Term Loan Credit Facility requires a vote of the Majority Lenders, unless
otherwise required by Section 2.07(d), such matter shall be controlled by the
vote of the Majority Group 1 Creditors and the Trustee shall poll the Lenders
and the Noteholders in order to determine the vote of the Majority Group 1
Creditors (and such vote shall be binding upon all Lenders and Noteholders who
are not among the Majority Group 1 Creditors). The Obligors and the other
Creditors may rely on the Trustee with regard to any such vote without any duty
of further inquiry.

         (c) Unless otherwise specified in this Agreement, when voting as
separate groups for purposes of a particular Principal Agreement, the provisions
of the Credit Agreement will control the voting mechanics for determining
whether the Majority Banks have approved a matter hereunder, the provisions of
the Term Loan Credit Facility will control the voting mechanics for determining
whether the Majority Lenders have approved a matter hereunder, and the
provisions of the Indenture shall control the voting mechanics for determining
whether the Majority Noteholders have approved a matter hereunder.

         (d) The Lenders under the Term Loan Credit Facility and the Trustee on
behalf of the Noteholders agree that so long as both Indenture Obligations and
Term Loan Credit Facility Obligations are outstanding: (i) the Noteholders and
the Lenders will vote on all matters under both the Indenture and the Term Loan
Credit Facility as a single group of creditors and that in determining whether
or not a required percentage of creditors under either the Indenture or the Term
Loan Credit Facility has agreed to any particular matter, such provision shall
require the requisite percentage of the then outstanding principal amount of
both the Senior Notes and the Term Loan Notes and (ii) that any consent,
amendment, supplement, waiver, action or inaction granted or agreed to by such
requisite percentage shall bind all Noteholders and all Lenders under both the
Indenture and the Term Loan Credit Facility; provided that Defaults in the
payment or prepayment of principal and interest or the purchase price following
a redemption shall only be waived with the consent of the majority in principal
amount of the Indebtedness affected in accordance with the terms of the relevant
Principal Agreement.

         Section 2.07 Triggering Event. The occurrence of any of the following
shall constitute a "Triggering Event":

         (a) The occurrence and continuance of an "Event of Default" under
Sections 9.07, 9.08, 9.09, 9.10, 9.11, or 9.12 of the Credit Agreement or the
occurrence and continuance of an "Event of Default" under Section 6.1(8) or
Section 6.1(9) of the Indenture; or

         (b) The Collateral Agent shall have received from either the
Administrative Agent or the Majority Banks, as appropriate, written advice,
which advice shall reference this Section 2.07, (i) that an "Event of Default"
under the Credit Agreement has occurred and is continuing and (ii) that the
unpaid principal amount of the Credit Agreement Notes and all interest accrued
and unpaid thereon have been declared to be then due and payable; or

         (c) The Collateral Agent shall have received from either the
Administrative Agent or the Majority Lenders, as appropriate, written advice,
which advice shall reference this Section 2.07, (i) that an "Event of

                                      -10-

<PAGE>   14



Default" under the Term Loan Credit Facility has occurred and is continuing and
(ii) that the unpaid principal amount of the Term Loan Notes and all interest
accrued and unpaid thereon have been declared to be then due and payable; or

         (d) The Collateral Agent shall have received from the Trustee or the
Noteholders of at least 25% of the outstanding principal amount of the Senior
Notes, as appropriate, written advice, which advice shall reference this Section
2.07, (i) that an "Event of Default" under the Indenture has occurred and is
continuing and (ii) that the unpaid principal amount of the Senior Notes and all
interest accrued and unpaid thereon have been declared to be then due and
payable.

         Section 2.08 Pro Rata Treatment; Payment Disgorgement. The Creditors
hereby agree among themselves that (a) prior to the occurrence and continuance
of a Triggering Event, each Creditor shall be entitled to receive and retain for
its own account, and shall never be required to disgorge to the Collateral Agent
or any other Creditor hereunder, scheduled payments or voluntary prepayments,
payments for the redemption or purchase of principal, interest, fees and
premium, if any, and any other payments in respect of the Principal Agreements,
all in compliance with the terms thereof, and (b) after the occurrence and
during the continuance of a Triggering Event, all Proceeds shall be applied by
the Collateral Agent and shared by the Creditors in accordance with the
respective Pro Rata Share held by each of them and in accordance with Section
2.03. In the event that any Creditor shall obtain payment after the occurrence
and during the continuance of a Triggering Event, whether in whole or in part,
from any source (other than payments made by the Collateral Agent in accordance
with Section 2.03) in respect of its portion of the Obligations, including,
without limitation, payments by reason of the exercise of its right of offset,
banker's lien, general lien or counterclaim or otherwise through the exercise of
any remedy or any other effort to collect amounts due from any Obligor, such
Creditor shall (i) promptly notify the Collateral Agent, (ii) hold such amounts
in trust for the benefit of the Creditors until forwarded to the Collateral
Agent for purposes of making distributions in accordance with Section 2.03, and
(iii) as soon as practicable, forward such amount in immediately available funds
to the Collateral Agent for such distribution.

         Section 2.09 Bankruptcy Preferences. If any payment actually received
by any Creditor is subsequently invalidated, declared to be fraudulent or
preferential or set aside and is required to be repaid to a trustee, receiver or
any other party under any bankruptcy law, state, provincial or Federal law,
common law, or equitable cause (any such amount required to be repaid being a
"Disgorged Amount"), then such Creditor (the "Disgorged Creditor") shall have a
claim under Section 2.03 in an amount equal to the Disgorged Amount, and the
Collateral Agent shall pay the Disgorged Amount to such Disgorged Creditor in
the order of priority set forth in Section 2.03 as if payment in respect of such
Disgorged Amount had never been made by the Collateral Agent to such Disgorged
Creditor hereunder; provided, however, that any amounts payable by the
Collateral Agent to a Disgorged Creditor pursuant to this Section 2.09 shall be
payable solely from Proceeds, if any, and no Creditor shall be required to pay
to the Collateral Agent, a Disgorged Creditor or any other Person any amounts in
respect of any Disgorged Amounts. If this Agreement has terminated and any
payment actually received by any Creditor is subsequently invalidated,
rescinded, declared to be fraudulent or preferential or set aside and is
required to be repaid under any bankruptcy or other similar law, then this
Agreement shall be reinstated and its provisions will continue in effect for the
benefit of such Creditor until such amounts are fully and finally paid in cash.

         Section 2.10 Marshaling. The Collateral Agent shall not be required to
marshal any present or future security (including without limitation any
collateral described in any of the Credit Documents), or guaranties of the
Obligations or any part or portion thereof, or to resort to such security or
guaranties in any particular

                                      -11-

<PAGE>   15



order; and all rights in respect of such securities and guaranties shall be
cumulative and in addition to all other rights, however existing or arising. To
the extent that they lawfully may, each Obligor and each Creditor hereby agrees
that it will not invoke any law relating to the marshaling of collateral which
might cause delay or impede the enforcement of the Creditors' rights under the
Credit Documents or under any other instrument evidencing any of the Obligations
or under which any of the Obligations is outstanding or by which any of the
Obligations is secured or guaranteed.

                                   ARTICLE III
                              COLLATERAL; CREDITORS

         Section 3.01 Status of Liens; Collateral.

         (a) Each Creditor agrees that, subject to Section 2.03 and
notwithstanding anything to the contrary contained in any Credit Document, (i)
all Creditors shall rank pari passu in priority with respect to any Lien on any
Collateral securing the Obligations, and (ii) all Liens on any Collateral
securing any Obligations shall rank pari passu with one another.

         (b) Each Bank and the Administrative Agent agree to execute and deliver
instruments reasonably requested by the Trustee, the Noteholders holding at
least 25% of the principal of the Senior Notes or their legal counsel as
necessary to create and perfect Liens in favor of the Collateral Agent for the
ratable benefit of all Creditors on any existing collateral securing any Credit
Agreement Obligations, including, without limitation, executing and delivering
mortgages, security agreements, financing statements, amendments to financing
statements and any other agreements, documents, certificates or instruments
necessary to accomplish the foregoing. The Trustee acknowledges and agrees (for
itself and on behalf of the Noteholders) that neither the Administrative Agent,
the Collateral Agent nor any Bank is responsible in any manner to the Trustee or
any Noteholder for (i) any recitals, statements, representations or warranties
made by the Company, or any officer or representative of the Company contained
in any Security Document or any other Credit Document, or in any certificate,
report, statement or other document referred to or provided for in or received
by the Trustee or any Noteholder under or in connection with any Security
Document or any other Credit Document, (ii) the value, validity, effectiveness,
genuineness, enforceability or sufficiency of any Security Document or any other
Credit Document, (iii) any failure of any Obligor to perform its obligations
under any Security Document or any other Credit Document, (iv) the creation,
effectiveness, perfection or priority of any Lien granted or intended to be
granted under any Security Document or any other Credit Document, or (v) any
recitals, statements, representations or warranties made, or for the value,
validity, effectiveness, genuineness, enforceability or sufficiency of any
Collateral.

         (c) Each Creditor agrees that if such Creditor takes any additional
collateral in respect of any Obligations, such Creditor shall take any and all
action necessary to create and perfect Liens on any such collateral in favor of
the other Creditors for the equal and ratable benefit of all Creditors,
including, without limitation, executing and delivering mortgages, security
agreements, financing statements, amendments to financing statements, and any
other agreements, documents, certificates or instruments necessary to accomplish
the foregoing.

         (d) Each Creditor agrees to take any and all action necessary to cause
the Collateral Agent to be designated as the sole secured party in respect of
any Lien on any Collateral securing the Obligations, including, without
limitation, executing and delivering mortgages, security agreements, financing
statements, amendments to financing statements, and any other agreements,
documents, certificates or instruments evidencing or required or permitted to be
filed to create or perfect a Lien on Collateral.

                                      -12-

<PAGE>   16



         (e) Each Creditor and each Obligor agrees to take any and all action
necessary to cause the Collateral Agent to be named (i) as loss payee or as an
additional insured on any and all casualty insurance policies in respect of the
Collateral, and (ii) as the named insured on any lender's title insurance
policies in respect of the collateral , including, without limitation, executing
and delivering any policies, amendments, endorsements, and any other agreements,
documents, certificates or instruments necessary to accomplish the foregoing.

         (f) Each Creditor and each Obligor will from time to time sign,
execute, deliver and file, alone or with the Collateral Agent or any other
Creditor or any other Obligor, and hereby authorizes the Collateral Agent to
file, any financing statements, security agreements, documents, certificates or
instruments pertaining to the Collateral, or any part thereof; procure any
agreements, documents, certificates or instruments as may be requested by the
Collateral Agent; and take all further action that may be necessary or
desirable, or that the Collateral Agent may reasonably request, to confirm,
perfect, preserve and protect the security interests intended to be granted
under the Security Documents, and in addition, each of the Creditors and the
Obligors hereby authorizes the Collateral Agent to execute and deliver on behalf
of such Person and to file such other financing statements, security agreements
and other agreements, documents, certificates or instruments without the
signature of such Person either in the Collateral Agent's name or in the name of
such Person and as agent and attorney-in-fact for such Person. Each Creditor and
each Obligor shall do all such additional and further acts or things, give such
assurances and execute such agreements, documents, certificates or instruments
as the Collateral Agent requires to vest more completely in and assure to the
Collateral Agent and the Creditors their rights under this Agreement (including
this Section 3.01), including, without limiting the generality of the foregoing,
marking conspicuously each note or other instrument evidencing the Obligations
with the legend described in Section 3.05 and, at the request of the Collateral
Agent, each of its records pertaining to the Collateral with such legend.

         Section 3.02 Possession, Use and Release of Collateral.

         (a) Unless an "Event of Default" under any Principal Agreement shall
have occurred and be continuing, the Company and the Obligors will have the
right to remain in possession and retain exclusive control of the Collateral
securing the Obligations (other than any cash, securities, obligations and Cash
Equivalents constituting part of the Collateral and deposited with the
Collateral Agent in the Collateral Account and other than as set forth in the
Security Documents), to freely operate the Collateral and to collect, invest and
dispose of any income thereon.

         (b) Upon compliance by the Company with the conditions set forth below
in respect of any Asset Disposition to any Person involving Collateral
(including the disposition of all of the Capital Stock of an Obligor), the
Collateral Agent will release the Released Interests (as defined below) from the
Lien of the Credit Documents and reconvey the Released Interests to the Company
or such other Person as the Company may direct in writing. The Company will have
the right to obtain a release of items of Collateral subject to any Asset
Disposition or owned by an Obligor all of the Capital Stock of which is subject
of an Asset Disposition (the "Released Interests") upon compliance with the
condition that the Company deliver to the Collateral Agent the following with
respect to those Asset Dispositions of Collateral that constitute Asset Sales:

                  (i) a notice from the Company requesting the release of
Released Interests:

                           (A) describing the proposed Released Interests; and


                                      -13-

<PAGE>   17



                           (B) specifying the value of such Released Interests
on a date within 60 days of the Company notice (the "Valuation Date"); and

                           (C) stating that the purchase price or other property
to be received in consideration for such Released Interests is at least equal to
the fair market value of the Released Interests; and

                           (D) stating that the release of such Released
Interests will not interfere with the Collateral Agent's ability to materially
realize the value of the remaining Collateral and will not materially impair the
maintenance and operation of the remaining Collateral; and

                           (E) confirming the Asset Disposition of, or an
agreement to enter into an Asset Disposition for, such Released Interests in a
bona fide transaction to a Person that is not an Affiliate of the Company or, in
the event that such Asset Disposition is to a Person that is an Affiliate,
confirming that such Asset Disposition is made in compliance with the provisions
set forth in Section 7.31 of the Credit Agreement and Section 4.11 of the
Indenture (including as such section may be incorporated by reference in the
Term Loan Credit Facility), to the extent applicable; and

                           (F) in the event there is to be a substitution of
property for the Collateral subject to the Asset Disposition, specifying the
property intended to be substituted for the Collateral to be disposed of;

                  (ii) an Officers' Certificate stating that:

                           (A) such Asset Disposition complies with the terms
and conditions of Section 4.10 and Section 4.7 of the Indenture (including as
such sections may be incorporated by reference in the Term Loan Credit Facility)
and Section 7.37 and Section 7.29 of the Credit Agreement, to the extent
applicable; and

                           (B) all Net Proceeds from such Asset Disposition will
be applied pursuant to Section 4.10 of the Indenture (including as such section
may be incorporated by reference in the Term Loan Credit Facility) and Section
7.37 of the Credit Agreement, to the extent applicable; and

                           (C) there is no "Event of Default" under any
Principal Credit Agreement in effect or continuing on the date thereof or the
date of such Asset Disposition; and

                           (D) the release of the Collateral will not result in
an "Event of Default" under any Principal Agreement; and

                           (E) upon the delivery of such Officers' Certificate,
all conditions precedent in the Indenture and, to the extent applicable, the
Term Loan Credit Facility and the Credit Agreement, relating to the release in
question will have been complied with; and

                  (iii) all other documentation required by the TIA, if any,
prior to the release of Collateral by the Collateral Agent and, in the event
there is to be a contemporaneous substitution of property for the Collateral
subject to the Asset Disposition, all documentation necessary to effect the
substitution of such new Collateral.

         (c) Notwithstanding the provisions of this Section 3.02, so long as no
"Event of Default" under any Principal Agreement shall have occurred and be
continuing, the Company may engage in any number of

                                      -14-

<PAGE>   18



ordinary course activities in respect of the Collateral, in limited dollar
amounts specified by the TIA, upon satisfaction of certain conditions. For
example, among other things, subject to such dollar limitations and conditions,
the Company would be permitted to:

                  (i) sell or otherwise dispose of any property subject to the
Lien of the Principal Agreements and the Security Documents, in the ordinary
course or which may have become worn out or obsolete; and

                  (ii) abandon, terminate, cancel, release or make alterations
in or substitutions of any leases or contracts subject to the Lien of the
Principal Agreements or any of the Security Documents; and

                  (iii) surrender or modify any franchise, license or permit
subject to the Lien of the Principal Agreements or any of the Security Documents
which it may own or under which it may be operating; and

                  (iv) alter, repair, replace, change the location or position
of and add to its structures, machinery, systems, equipment, fixtures and
appurtenances; and

                  (v) demolish, dismantle, tear down or scrap any Collateral or
abandon any thereof; and

                  (vi) grant leases or sub-leases in respect of real property to
the extent any of the preceding does not constitute an Asset Disposition.

         Section 3.03 Deposit, Use and Release of Collateral Account Assets.

         (a) The Net Proceeds from any Asset Disposition involving Collateral
and any other Cash Equivalent pledged to the Collateral Agent as security for
any of the Obligations shall be deposited into a securities account or other
account (the "Collateral Account") established and maintained pursuant to the
Pledge and Collateral Account Agreement. All amounts on deposit in the
Collateral Account shall be treated as financial assets and cash funds on
deposit in the Collateral Account may be invested at the direction of the
Company in Cash Equivalents; provided, however, in no event shall the Company
have the right to withdraw funds or assets from the Collateral Account except in
compliance with the terms of this Section 3.03 and the Pledge and Collateral
Account Agreement, and all assets credited to the Collateral Account shall be
subject to a Lien in favor of the Collateral Agent. Any such funds will be
released to the Company by its delivering to the Collateral Agent an Officers'
Certificate stating that:

                  (i) no "Event of Default" under any Principal Agreement has
occurred and is continuing as of the date of the proposed release; and

                  (ii) (A) if such Collateral Account Assets represent Net
Proceeds in respect of an Asset Sale, that such funds will be applied in
accordance with Section 4.10 of the Indenture (including as such section may be
incorporated by reference in the Term Loan Credit Facility) and Section 7.37 of
the Credit Agreement, to the extent applicable, or (B) if such Collateral
Account Assets do not represent Net Proceeds in respect of an Asset Sale, that
such amounts will be utilized in connection with the business of the Company and
the Obligors in compliance with the terms of the Principal Agreements; and

                  (iii) all other conditions precedent in the Principal
Agreements relating to the release in question have been complied with; and


                                      -15-

<PAGE>   19



                  (iv) all documentation required by the TIA, if any, prior to
the release of such Collateral Account Assets by the Collateral Agent has been
delivered to the Collateral Agent and the Trustee.

         Section 3.04 Property of Obligors. The Creditors agree that all the
provisions of this Agreement shall apply to any and all properties and rights of
the Obligors or any other Obligor in which the Collateral Agent (in its capacity
as such) or any Creditor at any time acquires a right of set-off or Lien,
whether pursuant to the Credit Documents, the Principal Agreements or a
judgment, including, without limitation, real property or rights in, on or over
real property, notwithstanding any provision to the contrary in any mortgage,
leasehold mortgage or other document purporting to grant or perfect any Lien in
favor of any Creditor or the Collateral Agent.

         Section 3.05 Legends. Each Creditor shall mark, or cause to be marked,
at all times on each note or other instrument evidencing the Obligations to
which it is a holder a legend, in form and substance satisfactory to the
Collateral Agent, indicating that the rights, remedies and obligations of the
Obligors and the holders of such note or other instrument shall be limited by
and subject to the terms of this Agreement.

         Section 3.06 Creditor Dealings; Good Faith. Nothing contained in this
Agreement shall prevent any Principal Creditor from dealing directly or
negotiating with any other Principal Creditor for any purpose, including, but
not limited to, the purpose of attempting to reach agreement as to any vote or
proposed vote relating to the Collateral Agent's actions hereunder, whether or
not any Triggering Event or other "Default" or "Event of Default" has occurred
under the Principal Agreements. Each Lender, each Bank and the Administrative
Agent covenants and agrees with and for the benefit of the Trustee and the
Noteholders, and Trustee covenants and agrees with and for the benefit of each
Lender, each Bank and the Administrative Agent, that it will, in taking any
action under this Agreement or directing the Collateral Agent to exercise any
remedy hereunder or under any other Credit Document, take such action or make
such direction in good faith and in a commercially reasonable manner and not for
the purpose of hindering, delaying, obstructing or preventing the exercise by
the other of its rights under the Credit Documents.

                                   ARTICLE IV
                           CALCULATION OF OBLIGATIONS

         Section 4.01 Notice of Amount of Obligations. Upon receipt of any
Proceeds to be distributed pursuant to Section 2.03, the Collateral Agent shall
give the Creditors notice thereof, and each Lender and the Trustee shall within
five (5) Business Days notify the Collateral Agent of the amount of Obligations
owing to such Lender or the Noteholders. Such notification shall state the
amount of its Obligations, how much is then due and owing, and, in the case of
any Bank, how much is Obligations in respect of Letters of Credit. Each Creditor
with Obligations in respect of Letters of Credit shall describe the status of
such Obligations. If requested by the Collateral Agent, each Creditor shall
demonstrate that the amounts set forth in its notice are actually owing to such
Creditor to the satisfaction of the Collateral Agent.

         Section 4.02 Payment Account. Prior to taking any action to enforce any
Lien or remedy under any Credit Document, or requesting cash collateral for the
Letters of Credit, the Collateral Agent shall establish an account (the "Payment
Account") at its banking quarters in New Orleans, Louisiana (or such other city
where any successor may maintain banking quarters) designated the "Piccadilly
Cafeterias, Inc. Payment Account", and deposit any Proceeds therein, and make
payments therefrom in accordance with terms hereof.


                                      -16-

<PAGE>   20



                                    ARTICLE V
                              THE COLLATERAL AGENT

         Section 5.01 Appointment of Collateral Agent. Each Creditor hereby
designates Hibernia National Bank to act as the Collateral Agent for the
Creditors under any of the Security Documents, the enforcement of any Liens
granted thereunder and the collection of Proceeds following the disposition of
any such collateral. Each Creditor hereby authorizes the Collateral Agent to
take such action on its behalf under the provisions of this Agreement and the
Credit Documents and to exercise such powers and to perform such duties
hereunder and thereunder as are specifically delegated to either Hibernia
National Bank, as Administrative Agent, or The Bank of New York, as Trustee, or
required of the Collateral Agent by the terms hereof and such other powers as
are reasonably incidental thereto. The Collateral Agent may perform any of its
duties hereunder by or through its agents or employees. The Collateral Agent
agrees to act as Collateral Agent upon the express terms and conditions
contained in this Article V.

         Section 5.02 Nature of Duties of Collateral Agent. The Collateral Agent
shall have no duties or responsibilities, except those expressly set forth in
this Agreement or any Credit Document. The Collateral Agent shall have and may
exercise such powers hereunder and under the Credit Documents as are
specifically delegated to the Collateral Agent by the terms hereof, together
with such powers as are reasonably incidental thereto. Neither the Collateral
Agent nor any of its directors, officers, employees or agents shall be liable to
the Creditors for any action taken or omitted by it as such hereunder or under
the Credit Documents, unless caused solely by its or their gross negligence or
willful misconduct. The duties of the Collateral Agent shall be mechanical and
administrative in nature; and the Collateral Agent, in its capacity as such,
shall not have by reason of this Agreement a fiduciary relationship in respect
of any Creditor and shall not assume any of the duties or obligations imposed on
the Trustee or the Administrative Agent, in such capacities, under any Credit
Document or any applicable law, including, without limitation, the TIA. Nothing
in this Agreement, expressed or implied, is intended to or shall be so construed
as to impose upon the Collateral Agent any Obligations in respect of this
Agreement and the other Credit Documents except as expressly set forth herein.
The Collateral Agent shall at all times exercise such of the rights and powers
vested in it by this Agreement, and use the same degree of care and skill in its
exercise, as a prudent man would exercise or use under the circumstances in the
conduct of his own affairs.

         Section 5.03 Lack of Reliance on the Collateral Agent.

         (a) Independently and without reliance upon the Collateral Agent or any
other Creditor, each Creditor, to the extent it deems appropriate, has made (i)
its own independent investigation of the financial condition and affairs of the
Obligors based on such documents and information as it has deemed appropriate in
connection with the taking or not taking of any action in connection herewith,
and (ii) its own appraisal of the credit worthiness of the Obligors. Each
Creditor also acknowledges that it will, independently and without reliance upon
the Collateral Agent or any other Person and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under this Agreement, the
Obligations or the Credit Documents. Except as expressly provided in this
Agreement and the other Credit Documents, the Collateral Agent shall have no
duty or responsibility, either initially or on a continuing basis, to provide
any Creditor with any credit or other information concerning the affairs,
financial condition or business of the Obligors which may come into the
possession of the Collateral Agent or any of its Affiliates whether now in its
possession or in its possession at any time or times hereafter; and the
Collateral Agent shall not be required to keep itself informed as to the
performance or observance by any Obligor of this Agreement, any Credit Document
or any other document referred to or provided for herein or to inspect the
Properties or books of any Obligor.

                                      -17-

<PAGE>   21



         (b) The Collateral Agent shall not (i) be responsible to any Creditor
for any recitals, statements, information, representations or warranties herein,
in any Credit Document, or in any document, certificate or other writing
delivered in connection herewith or therewith or for the execution,
effectiveness, genuineness, validity, enforceability, collectability, priority
or sufficiency of this Agreement, the Obligations or the Credit Documents or the
financial condition of the Obligors; or (ii) be required to make any inquiry
concerning the performance or observance of any of the terms, provisions or
conditions of this Agreement, the Obligations or the Credit Documents, the
financial condition of the Obligors, or the existence or possible existence of
any "Default" or "Event of Default" under the Principal Agreements.

         Section 5.04 Certain Rights of the Collateral Agent. If the Collateral
Agent shall request instructions from the Creditors with respect to any act or
action (including the failure to act) in connection with this Agreement, the
Obligations and the Credit Documents, the Collateral Agent shall be entitled to
refrain from such act or taking such action unless and until the Collateral
Agent shall have received instructions from the Required Creditors pursuant to
the terms hereof; and the Collateral Agent shall not incur liability to any
Person by reason of so refraining. Without limiting the foregoing, no Creditor
shall have any right of action whatsoever against the Collateral Agent as a
result of the Collateral Agent acting or refraining from acting under this
Agreement or the Credit Documents in accordance with the written instructions
given in accordance with this Agreement and such instructions and any action
taken or failure to act pursuant thereto shall be binding on all the Creditors.
Except for action expressly required of the Collateral Agent pursuant to the
terms hereof, the Collateral Agent shall be fully justified in failing or
refusing to take any action hereunder or under the Credit Documents unless it
shall first be indemnified to its satisfaction by the Obligors or the Creditors
against any and all liability and expense which may be incurred by the
Collateral Agent by reason of taking or continuing to take any such action.
Notwithstanding any other provision of this Article V or any indemnity or
instructions provided by any or all of the Creditors, the Collateral Agent shall
not be required to take any action which exposes the Collateral Agent to
personal liability or which is contrary to this Agreement, the Credit Documents
or applicable law.

         Section 5.05 Reliance by Collateral Agent. The Collateral Agent shall
be entitled to rely, and shall be fully protected in relying, upon any Senior
Note, Credit Agreement Note or other instrument evidencing the Obligations,
writing, resolution, notice, statement, certificate, telex, teletype or
telecopier message, cablegram, radiogram, order or other documentary,
teletransmission or telephone message believed by it to be genuine and correct
and to have been signed, sent or made by the proper Person. The Collateral Agent
may consult with independent legal counsel (which shall not be counsel for the
Obligors), independent public accountants and other experts selected by it and
shall not be liable for any action taken or omitted to be taken by it in good
faith in accordance with the advice of such counsel, accountants or experts.

         SECTION 5.06 COLLATERAL AGENT'S REIMBURSEMENTS AND INDEMNIFICATION. TO
THE EXTENT THE COLLATERAL AGENT IS NOT REIMBURSED BY THE COMPANY OR ANY OTHER
OBLIGOR, EACH LENDER WILL REIMBURSE AND INDEMNIFY THE COLLATERAL AGENT, IN
PROPORTION TO ITS PRO RATA SHARE, FOR AND AGAINST ANY AND ALL INDEMNITY MATTERS
WHICH MAY BE IMPOSED ON, INCURRED BY OR ASSERTED AGAINST THE COLLATERAL AGENT IN
PERFORMING ITS DUTIES HEREUNDER OR UNDER ANY CREDIT DOCUMENT OR OTHERWISE IN
CONNECTION HEREWITH OR THEREWITH, INCLUDING LOSSES OCCURRING FROM THE ORDINARY
AND/OR COMPARATIVE NEGLIGENCE OF THE COLLATERAL AGENT, IN ANY WAY RELATING TO OR
ARISING OUT OF THIS AGREEMENT; PROVIDED THAT NO CREDITOR SHALL BE LIABLE FOR ANY
PORTION OF SUCH LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS,
JUDGMENTS, SUITS, COSTS, EXPENSES OR DISBURSEMENTS RESULTING SOLELY FROM THE
COLLATERAL AGENT'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.


                                      -18-

<PAGE>   22



         Section 5.07 The Collateral Agent in its Individual Capacity. With
respect to its Obligations under the Credit Agreement, the Collateral Agent
shall have the same rights and powers hereunder as any other Creditor and may
exercise the same as though it were not performing the duties specified herein;
and the terms "Banks","Lenders", "Creditors", "Required Creditors", or any
similar terms shall, unless the context clearly otherwise indicates, include
Hibernia National Bank (or any successor Collateral Agent), in its individual
capacity as and to the extent it is a holder of any Credit Agreement Note or is
an Issuing Bank and not in its capacity as Administrative Agent or as the
Collateral Agent. The Collateral Agent may accept deposits from, lend money to,
and generally engage in any kind of banking, trust, financial advisory or other
business with the Obligors or any Affiliate of the Obligors as if it were not
performing the duties specified herein, and may accept fees and other
consideration from the Obligors for services in connection with this Agreement
and otherwise without having to account for the same to the Creditors.

         Section 5.08 Creditors as Owners. The Collateral Agent may deem and
treat each Creditor as the owner of such Creditor's Obligations for all purposes
hereof unless and until the Collateral Agent is notified of a change in
Creditors.

         Section 5.09 Successor Collateral Agent.

         (a) The Collateral Agent may resign at any time by giving sixty (60)
days prior written notice thereof to the Creditors and the Company and may be
removed at any time with cause, by the Required Creditors, which resignation or
removal shall be effective upon the appointment of a successor to the Collateral
Agent. Upon any such resignation, the Majority Banks shall have the right to
appoint a successor Collateral Agent, and upon any such removal, the Required
Creditors shall have the right to appoint a successor Collateral Agent. If
within thirty (30) days after the retiring Collateral Agent's giving of notice
of resignation or the Required Creditors' removal of the retiring Collateral
Agent, no successor Collateral Agent shall have been so appointed by the
Majority Banks or the Required Creditors, as applicable, and accepted such
appointment, then, the retiring Collateral Agent may, on behalf of the
Creditors, appoint a successor Collateral Agent, which shall be a bank which
maintains an office in the United States of America, or a commercial bank
organized under the laws of the United States of America or of any State
thereof, or any Affiliate of such bank, having a combined capital and surplus of
at least $50,000,000 as of the date of its most recent financial statements.

         (b) Upon the acceptance of any appointment as Collateral Agent
hereunder by a successor Collateral Agent, such successor Collateral Agent shall
thereupon succeed to and become vested with all the rights, powers, privileges
and duties of the retiring Collateral Agent, and the retiring Collateral Agent
shall be discharged from its duties under this Agreement. After any retiring
Collateral Agent's resignation or removal hereunder as Collateral Agent, the
provisions of this Agreement shall inure to its benefit as to any actions taken
or omitted to be taken by it while it was Collateral Agent under this Agreement.

         Section 5.10 Employment of Collateral Agent and Counsel. The Collateral
Agent may execute any of its duties as Collateral Agent hereunder or under the
Credit Documents by or through employees, agents, and attorneys-in-fact and
shall not be answerable to the Creditors for the default or misconduct of any
such agents or attorneys-in-fact selected by it with reasonable care, provided
that the Collateral Agent shall always be obligated to account for moneys or
securities received by it or its authorized agents. The Collateral Agent shall
be entitled to advice of independent counsel concerning all matters pertaining
to the agency hereby created and its duties hereunder or under the Credit
Documents.


                                      -19-

<PAGE>   23



                                   ARTICLE VI
                                  MISCELLANEOUS

         Section 6.01 Authority. The parties hereto represent and warrant that
they have all requisite power to, and have been duly authorized to, enter into
this Agreement.

         Section 6.02 Termination.

         (a) Subject to Section 2.09 and Section 6.02(b), this Agreement shall
terminate upon receipt by the Collateral Agent of evidence satisfactory to it
that (i) all Obligations have been paid in full and all obligations in respect
of the Credit Documents have been satisfied in full, and (ii) the termination of
the Credit Documents pursuant to the terms thereof.

         (b) If no Triggering Event has occurred and is continuing and the
Credit Agreement Obligations have been fully and finally paid, the Company may
request that this Agreement remain in place for the benefit of a future group of
lenders which thereafter provide a working capital line of credit to the Company
and which agrees to be bound by the terms of this Agreement. During such time,
(i) the Company shall find a financial institution having qualifications to be
agreed upon to be the Collateral Agent, and in the absence of such an
institution, and assignment from the then existing Collateral Agent, the Trustee
shall become the Collateral Agent; and (ii) all references to Required Creditors
shall refer only to Noteholders and Lenders having 25% or more of the
outstanding principal amount of the Senior Notes and the Term Loan Notes. In the
event the Trustee becomes the Collateral Agent, the Company agrees to pay
Trustee's usual and customary costs associated with performing Collateral Agent
duties.

         Section 6.03 Amendments. Amendments, modifications, supplements,
waivers, consents and approvals of or in connection with (a) this Agreement may
be effectuated only upon the written consent of the Majority Banks and the
Majority Group 1 Creditors (and, if the rights or duties of the Collateral
Agent, the Administrative Agent or the Trustee or any Obligors are affected
thereby, by the Collateral Agent the Administrative Agent, the Trustee or the
applicable Obligor, as the case may be); provided, however, that Section 2.03
shall not be amended without the unanimous written consent of the Principal
Creditors (and, if the rights or duties of the Collateral Agent, the
Administrative Agent or the Trustee or any Obligors are affected thereby, by the
Collateral Agent the Administrative Agent, the Trustee or the applicable
Obligor, as the case may be), (b) the Principal Agreements may be effectuated
only in accordance with the terms contained therein; provided, however, that the
Credit Agreement may not be amended if, after giving effect thereto, the
aggregate principal amount of Obligations owed thereunder secured by the
Collateral would be greater than $25,000,000, and provided further that the Term
Loan Credit Facility may only be amended in accordance with the terms of Section
2.06, and (c) the Security Documents may be effectuated only upon the written
consent of the Majority Banks; provided that (i) no Security Document may be
amended if the effect thereof would be (A) to secure additional Obligations
(other than additional Senior Notes issued under Clause (ii) of Section 2.2 of
the Indenture) or any other obligations, (B) to secure indebtedness or
obligations owed in favor of any other creditor or groups of creditors, (C) to
change the priority of or subordinate the Liens created thereby, (D) to modify
any material remedy provided for therein, or (E) to cause the Indenture
Obligations, Term Loan Credit Facility Obligations and the Credit Agreement
Obligations to not be equally and ratably secured thereby, (ii) amendments,
modifications, supplements, waivers, consents and approvals of or in connection
with the Pledge and Collateral Account Agreement may be effectuated only upon
the written consent of the Majority Banks and the Majority Group 1 Creditors,
and (iii) if the Credit Agreement or the Term Loan Credit Facility at any time
cease to be in effect, the Security Documents may be amended subject to the
terms of the Indenture.

         Section 6.04 Notices, etc. All notices and other communications
hereunder shall be given in writing and shall be given to such Person at its
address or telecopy number as follows:

                                      -20-

<PAGE>   24



         To the Company:

                Piccadilly Cafeterias, Inc.
                3232 Sherwood Forest Blvd.
                Baton Rouge, Louisiana 70816
                Attention:  Mark L. Mestayer
                Telecopier No.:  (225) 296-8332

         To the Collateral Agent:

                Hibernia National Bank
                440 Third Street - 6th Floor
                Baton Rouge, Louisiana 70801
                Attention:  Janet Rack, Vice President
                Telecopier No.:  (225) 381-2003

         To the Administrative Agent:

                Hibernia National Bank
                440 Third Street - 6th Floor
                Baton Rouge, Louisiana 70801
                Attention:  Janet Rack, Vice President
                Telecopier No.:  (225) 381-2003

         To the Trustee:

                The Bank of New York
                101 Barclay Street, Floor 21W
                New York, NY 10286
                Attention:  Corporate Trust Department
                Telecopier No.: 212-815-5915

or such other address or telecopy number such Person may hereafter specify by
notice to the Collateral Agent (who shall promptly notify the Obligors and the
other Creditors); provided, however, that any notices or other communications
required to be given to the Noteholders hereunder shall be deemed to be given to
the Noteholders if given to the Trustee in accordance with the terms of this
Section 6.04, and any notices or other communications required to be given to
the Lenders and Banks hereunder shall be deemed to be given to the Lenders and
Banks if given to the Administrative Agent in accordance with the terms of this
Section 6.04. Each notice or other communication shall be effective (a) if given
by mail, upon receipt, (b) if given by telecopier during regular business hours,
once such telecopy is transmitted to the telecopy number provided in writing to
the Collateral Agent by each Creditor and by each Obligor, respectively, or (c)
if given by any other means, upon receipt; provided that notices to the
Collateral Agent are not effective until received.

         SECTION 6.05 PAYMENT OF EXPENSES, INDEMNITIES, ETC. TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, THE OBLIGORS SHALL INDEMNIFY THE CREDITORS
IN ACCORDANCE WITH THE TERMS OF THE PRINCIPAL AGREEMENTS AND THE OBLIGORS HEREBY
AGREE THAT ALL INDEMNITIES SET FORTH IN THE PRINCIPAL AGREEMENTS SHALL ALSO RUN
IN FAVOR OF THE COLLATERAL AGENT. IF AND TO THE EXTENT THAT THE OBLIGATIONS OF
THE OBLIGORS UNDER THIS SECTION 6.05 OR UNDER THE RESPECTIVE INDEMNITY
PROVISIONS OF THE PRINCIPAL AGREEMENTS ARE UNENFORCEABLE FOR ANY REASON, THE
OBLIGORS HEREBY AGREE TO MAKE THE MAXIMUM CONTRIBUTION TO THE PAYMENT AND

                                      -21-

<PAGE>   25



SATISFACTION OF SUCH OBLIGATIONS WHICH IS PERMISSIBLE UNDER APPLICABLE LAW. THE
OBLIGORS' OBLIGATIONS UNDER THIS SECTION SHALL SURVIVE ANY TERMINATION OF THIS
AGREEMENT AND THE PAYMENT OF THE OBLIGATIONS, BUT SHALL TERMINATE UPON THE
TERMINATION OF THE INDEMNITIES CONTAINED IN THE PRINCIPAL AGREEMENTS.

         Section 6.06 Applicable Law. THIS AGREEMENT (INCLUDING, BUT NOT LIMITED
TO, THE VALIDITY AND ENFORCEABILITY HEREOF AND THEREOF) SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT
REGARD TO ANY PRINCIPLES OF LAW THAT WOULD REQUIRE THE APPLICATION OF THE LAWS
OF ANOTHER STATE).

         Section 6.07 Entire Agreement. This Agreement and the Credit Documents
embody the entire agreement and understanding between the Creditors and the
Obligors and supersede all prior agreements and understandings between such
parties relating to the subject matter hereof and thereof. There are no
unwritten oral agreements between the parties.

         Section 6.08 Execution in Counterparts. This Agreement may be executed
in any number of counterparts, each of which when so executed shall be deemed to
be an original and all of which taken together shall constitute one and the same
agreement. Any signature page of a counterpart may be detached therefrom without
impairing the legal effect of the signatures thereon and attached to another
counterpart identical in form thereto but having attached to it one or more
additional signature pages signed by other parties.

         Section 6.09 Severability. If any term or provision of this Agreement
shall be determined to be illegal or unenforceable, all other terms and
provisions of this Agreement shall nevertheless remain effective and shall be
enforced to the fullest extent permitted by applicable law.

         Section 6.10 Conflict with Credit Documents. If there is a conflict
between the terms and provisions contained in the Credit Documents and the terms
and provisions contained herein, the terms and provisions contained in this
Agreement shall control.

         Section 6.11 Limitation by Law. All rights, remedies and powers
provided herein may be exercised only to the extent that the exercise thereof
does not violate any applicable provision of law; and all the provisions hereof
are intended (a) to be subject to all applicable mandatory provisions of law
which may be controlling and (b) to be limited to the extent necessary so that
they will not render this Agreement or any Credit Document invalid under the
provisions of any applicable law.

         Section 6.12 Benefit of Agreement; Limitation on Assignment. The terms
and provisions of this Agreement shall be binding upon and inure to the benefit
of each Creditor and its respective successors and assigns. Except as set forth
in Section 6.02(b), the terms and provisions of this Agreement shall not inure
to the benefit of, nor be relied upon by, the Obligors or their successors or
assigns. No Bank or Lender shall assign, transfer or sell any part of its
portion of the Obligations, unless in connection with such assignment, transfer
or sale, such assignee, transferee or purchaser shall first become a party to
this Agreement.

         Section 6.13 Further Assurances. The parties hereto agree to take all
such further actions and to execute, acknowledge and deliver all such further
documents that are necessary or useful to carry out the purposes of this
Agreement.

                  [Remainder of page intentionally left blank]

                                      -22-

<PAGE>   26



         IN WITNESS WHEREOF, the parties have caused their duly authorized
representatives to execute this Agreement as of the date first above written.

CREDITORS:

                                 HIBERNIA NATIONAL BANK, individually and as
                                 Administrative Agent and Collateral Agent


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


                                 THE BANK OF NEW YORK, as Trustee


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



        [Signature Page - Intercreditor and Collateral Agency Agreement]

<PAGE>   27





                                 SOUTHTRUST BANK, NATIONAL ASSOCIATION,
                                 as a Lender


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


        [Signature Page - Intercreditor and Collateral Agency Agreement]

<PAGE>   28





                                 BRANCH BANKING AND TRUST COMPANY, as a
                                 Lender


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



        [Signature Page - Intercreditor and Collateral Agency Agreement]

<PAGE>   29




                                 FIRST DOMINION FUNDING I, as a Lender


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


        [Signature Page - Intercreditor and Collateral Agency Agreement]

<PAGE>   30



The Company hereby executes this Agreement to evidence its agreement that:

         1.       The Company shall be bound by all of the terms and provisions
                  of this Agreement.

         2.       The Company acknowledges and agrees that the terms of this
                  Agreement shall control over the terms of the Credit Documents
                  to the extent of any conflict relating to the relative rights
                  of the Creditors.

         3.       THE INDEMNITY AND REIMBURSEMENT PROVISIONS CONTAINED IN
                  SECTION 6.05 SHALL APPLY TO ALL MATTERS UNDER THIS AGREEMENT
                  AND THE COMPANY AGREES TO INDEMNIFY AND REIMBURSE THE
                  COLLATERAL AGENT IN ACCORDANCE WITH THE TERMS THEREOF.

         4.       Except as stated in the second to last sentence of Section
                  6.02(b) and Section 6.03 hereof, the terms and provisions of
                  this Agreement shall inure solely to the benefit of the each
                  Creditor and its respective successors and assigns and the
                  terms and provisions of this Agreement shall not inure to the
                  benefit of nor be enforceable by the Company or its successors
                  or assigns. This Agreement may be amended as provided herein
                  without the necessity of the Company joining in any such
                  amendment, provided, that the Company shall not be bound by
                  any amendment which would have the effect of increasing its
                  Obligations and indemnities hereunder or materially affecting
                  its rights or duties under the Credit Documents unless it
                  shall have consented to such amendment.

         5.       The Company hereby covenants and agrees to cause each Obligor
                  to execute a supplemental Intercreditor and Collateral Agency
                  Agreement in the form of Annex 2 hereto.

         6.       The Company at its expense will execute, acknowledge and
                  deliver all such agreements and instruments and take all such
                  action as the Collateral Agent or the Required Creditors from
                  time to time may reasonably request in order to further
                  effectuate the purposes of this Agreement and to carry out the
                  terms hereof.


                                 PICCADILLY CAFETERIAS, INC., a Louisiana
                                 corporation



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







        [Signature Page - Intercreditor and Collateral Agency Agreement]

<PAGE>   31



                                     ANNEX 1

                               Security Documents


1.       Each of the Mortgages listed on Annex 1-A and 1-B hereto

2.       Pledge and Collateral Account Agreement

3.       Security Agreement dated as of November 17, 1999 between the Company
         and the Administrative Agent, as amended by the First Amendment to
         Security Agreement

4.       The financing statements listed on Annex 1-C hereto

                                    Annex 1-1

<PAGE>   32



                                     Annex 2

                                     Form of

           SUPPLEMENTAL INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT


         SUPPLEMENTAL INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT (this
"Supplemental Agreement") dated as of ____________ among Piccadilly Cafeterias,
Inc., a Louisiana corporation (the "Company"), on behalf of itself and the
Obligors (as defined in the Intercreditor and Collateral Agency Agreement
referred to below) other than the Company, if any (the "Existing Obligors"),
[_______________], a _________ corporation and a[n indirect] subsidiary of the
Company (the "New Obligor"), and HIBERNIA NATIONAL BANK, as collateral agent
under the Intercreditor and Collateral Agency Agreement referred to below (the
"Collateral Agent"). All capitalized terms used herein but not defined herein
shall have the meanings set forth in the Agreement (as defined below).

                                   WITNESSETH:

         WHEREAS the Company has heretofore executed and delivered to the
Collateral Agent that certain Intercreditor and Collateral Agency Agreement (the
"Agreement") dated as of December 21, 2000, providing for, among other matters,
the relative rights and obligations and apportionment of payments among the
Creditors (as defined therein), and the exercise of certain remedies under the
Security Documents (as defined therein);

         WHEREAS the Agreement provides that the Company is required to cause
the New Obligor to execute and deliver to the Collateral Agent a Supplemental
Intercreditor and Collateral Agency Agreement pursuant to which the New Obligor
shall become bound by all of the terms of the Agreement on the terms and
conditions set forth herein; and

         WHEREAS the Collateral Agent, the Company on behalf of the Existing
Obligors, and the New Obligor are authorized to execute and deliver this
Supplemental Agreement;

         NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the New Obligor, the Company, for itself and on behalf of the
Existing Obligors, mutually covenant and agree for the equal and ratable benefit
of the Creditors (as defined in the Agreement) as follows:

         1. Agreement to be Bound. The New Obligor shall be bound by all of the
terms and provisions of the Agreement.

         2. Agreement Controls. The New Obligor acknowledges and agrees that the
terms of the Agreement shall control over the terms of the Credit Documents to
the extent of any conflict relating to the relative rights of the Creditors.

         3. INDEMNITY. THE INDEMNITY AND REIMBURSEMENT PROVISIONS CONTAINED IN
SECTION 6.05 SHALL APPLY TO ALL MATTERS UNDER THE AGREEMENT AND THE NEW OBLIGOR
AGREES TO INDEMNIFY AND REIMBURSE THE COLLATERAL AGENT IN ACCORDANCE WITH THE
TERMS THEREOF.

         4. Benefit of Agreement. Except as stated in Section 6.03 of the
Agreement, the terms and provisions of the Agreement shall inure solely to the
benefit of the each Creditor and its respective successors

                                    Annex 2-1

<PAGE>   33



and assigns and the terms and provisions of the Agreement shall not inure to the
benefit of nor be enforceable by New Obligor or its successors or assigns. This
Agreement may be amended or supplemented as provided herein without the
necessity of the New Obligor joining in any such amendment, provided, that the
New Obligor shall not be bound by any amendment which would have the effect of
increasing its Obligations and indemnities hereunder or materially affecting
their rights or duties under the Credit Documents unless it shall have consented
to such amendment.

         5. Further Assurances. The New Obligor at its expense will execute,
acknowledge and deliver all such agreements and instruments and take all such
action as the Collateral Agent or the Required Creditors from time to time may
reasonably request in order to further effectuate the purposes of this
Supplemental Agreement and the Agreement and to carry out the terms hereof and
thereof.

         6. Ratification of Agreement; Supplemental Agreement Part of Agreement.
Except as expressly amended hereby, the Agreement is in all respects ratified
and confirmed and all the terms, conditions and provisions thereof shall remain
in full force and effect. This Supplemental Agreement shall form a part of the
Agreement for all purposes, and every Creditor heretofore or hereafter
authenticated and delivered shall be bound hereby.

         7. Governing Law. THIS SUPPLEMENTAL AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT
GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT
THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

         8. Collateral Agent Makes No Representation. The Collateral Agent makes
no representation as to the validity or sufficiency of this Supplemental
Agreement.

         9. Counterparts. The parties may sign any number of copies of this
Supplemental Agreement. Each signed copy shall be an original, but all of them
together shall represent the same agreement.

         10. Effect of Headings. The Section headings herein are for convenience
only and shall not effect the construction thereof.

         11. Address for Notices. All notices and other communications given to
the New Obligor under the Agreement may be given at its address or telecopier
number as follows:

         [New Obligor]
         [Address]
         Attention:
         Telecopier No.:


                                    Annex 2-2

<PAGE>   34


         IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Agreement to be duly executed as of the date first above written.

                                 [NEW OBLIGOR]


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


                                 PICCADILLY CAFETERIAS, INC.


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

                                 HIBERNIA NATIONAL BANK, as Collateral
                                 Agent


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




  [Signature Page - Supplemental Intercreditor and Collateral Agency Agreement]