<PAGE>
                                                                     EXHIBIT 4.1
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                        POST-PETITION CREDIT AGREEMENT

                                     among

                            IMPERIAL SUGAR COMPANY,
                                 as Borrower,


                          THE GUARANTORS NAMED HEREIN

                              The Several Lenders
                       from Time to Time Parties Hereto

                                      and

                        HARRIS TRUST AND SAVINGS BANK,
                 as Administrative Agent and Collateral Agent



                         Dated as of January 16, 2001






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<PAGE>

<TABLE>
<CAPTION>
                                                     Table Of Contents

Section                                                  Heading                                                            Page
<S>                                                                                                                         <C>
Section 1.              Definitions....................................................................................       1

       Section 1.1.     Defined Terms..................................................................................       1
       Section 1.2.     Other Definitional Provisions..................................................................      23

Section 2.              Amount And Terms Of Dip Commitments And Incremental Dip Commitments............................      23

       Section 2.1.     DIP Commitments................................................................................      23
       Section 2.2.     Procedure for DIP Credit Borrowing and Incremental DIP Credit Borrowings.......................      24
       Section 2.3.     Swing Line Commitment..........................................................................      25
       Section 2.4.     Procedure for Swing Line Borrowing; Refunding of Swing Line Loans..............................      25
       Section 2.5.     Repayment of Loans; Evidence of Debt...........................................................      26
       Section 2.6.     DIP Commitment Fees, Etc.......................................................................      27
       Section 2.7.     Termination or Reduction of Total DIP Commitments and Total Incremental DIP Commitments........      28
       Section 2.8.     Optional Prepayments...........................................................................      28
       Section 2.9.     Mandatory Prepayments and DIP Commitment Reductions............................................      28
       Section 2.10.    Interest Rates and Payment Dates...............................................................      32
       Section 2.11.    Computation of Interest and Fees...............................................................      32
       Section 2.12.    Pro Rata Treatment and Payments................................................................      32
       Section 2.13.    Requirements of Law............................................................................      34
       Section 2.14.    Taxes..........................................................................................      35
       Section 2.15.    Indemnity......................................................................................      36
       Section 2.16.    Change of Lending Office; Claims Certificate...................................................      36
       Section 2.17.    Provisional Nature of Applications.............................................................      37

Section 3.              Letters Of Credit..............................................................................      37

       Section 3.1.     L/C Commitment.................................................................................      37
       Section 3.2.     Procedure for Issuance of Letter of Credit.....................................................      38
       Section 3.3.     Commissions, Fees and Other Charges............................................................      38
       Section 3.4.     L/C Participations.............................................................................      38
       Section 3.5.     Reimbursement Obligation of the Borrower.......................................................      39
       Section 3.6.     Obligations Absolute...........................................................................      40
       Section 3.7.     Letter of Credit Payments......................................................................      40
       Section 3.8.     Applications...................................................................................      40

Section 4.              Representations And Warranties.................................................................      40

       Section 4.1.     Financial Condition............................................................................      40
       Section 4.2.     No change......................................................................................      41
</TABLE>

                                      -i-
<PAGE>

<TABLE>
<S>                                                                                                          <C>
       Section 4.3.     Corporate Existence; Compliance with Law........................................     41
       Section 4.4.     Corporate Power; Authorization; Enforceable Obligations.........................     41
       Section 4.5.     No Legal Bar....................................................................     42
       Section 4.6.     No Material Litigation..........................................................     42
       Section 4.7.     No Default......................................................................     42
       Section 4.8.     Ownership of Property; Liens....................................................     42
       Section 4.9.     Intellectual Property...........................................................     42
       Section 4.10.    Taxes...........................................................................     43
       Section 4.11.    Federal Regulations.............................................................     43
       Section 4.12.    ERISA...........................................................................     43
       Section 4.13.    Investment Company Act; Other Regulations.......................................     43
       Section 4.14.    Subsidiaries....................................................................     43
       Section 4.15.    Use of Proceeds.................................................................     44
       Section 4.16.    Environmental Matters...........................................................     44
       Section 4.17.    Accuracy of Information, Etc....................................................     45
       Section 4.18.    Regulation H....................................................................     45
       Section 4.19.    Financing Order.................................................................     45
       Section 4.20.    Super-Priority Administrative Expense...........................................     46

Section 5.              Conditions Precedent............................................................     46

       Section 5.1.     Conditions to Initial Extension of Credit.......................................     46
       Section 5.2.     Conditions to Each Extension of Credit..........................................     48

Section 6.              Affirmative Covenants...........................................................     49

       Section 6.1.     Financial Statements............................................................     49
       Section 6.2.     Certificates; Other Information.................................................     49
       Section 6.3.     Conduct of Business and Maintenance of Existence, Etc...........................     51
       Section 6.4.     Maintenance of Property; Insurance..............................................     51
       Section 6.5.     Inspection of Property; Books and Records; Discussions..........................     52
       Section 6.6.     Notices.........................................................................     52
       Section 6.7.     Environmental Laws..............................................................     53
       Section 6.8.     SPV Collateral..................................................................     54
       Section 6.9.     Essential Trade Creditors.......................................................     54

Section 7.              Negative Covenants..............................................................     54

       Section 7.1.     Chapter 11 Claims...............................................................     54
       Section 7.2.     Limitation on Indebtedness......................................................     55
       Section 7.3.     Limitation on Liens.............................................................     56
       Section 7.4.     Limitation on Fundamental Changes...............................................     57
       Section 7.5.     Limitation on Sale of Assets....................................................     57
       Section 7.6.     Limitation on Dividends.........................................................     58
       Section 7.7.     Limitation on Capital Expenditures..............................................     58
       Section 7.8.     Limitation on Investments, Loans and Advances...................................     58
       Section 7.9.     Limitation on Transactions with Affiliates......................................     59
</TABLE>

                                     -ii-
<PAGE>

<TABLE>
<S>                                                                                                          <C>
       Section 7.10.    Limitation on Sales and Leasebacks..............................................     59
       Section 7.11.    Limitation on Changes in Fiscal Periods.........................................     59
       Section 7.12.    Limitation on Negative Pledge Clauses...........................................     59
       Section 7.13.    Limitation on Restrictions on Subsidiary Distributions..........................     60
       Section 7.14.    Limitation on Lines of Business.................................................     60
       Section 7.15.    Reclamation Claims..............................................................     60
       Section 7.16.    Unauthorized Transactions.......................................................     60
       Section 7.17.    Executory Contracts.............................................................     60
       Section 7.18.    Limitation on Restrictions on Subsidiary Distributions..........................     60
       Section 7.19.    Financial Condition Covenants...................................................     60

Section 8.              Collateral......................................................................     61

       Section 8.1.     Security........................................................................     61
       Section 8.2.     Perfection of Security Interests................................................     61
       Section 8.3.     Receivables and Inventory Collections...........................................     62
       Section 8.4.     Rights of Collateral Agent......................................................     62
       Section 8.5.     Performance by Lender of Debtor's Post-Petition Obligations.....................     63
       Section 8.6.     Collateral Agent's  Appointment as Attorney-in-Fact.............................     63
       Section 8.7.     Administrative Expense Carve-Out................................................     65

Section 9.              Events Of Default...............................................................     65

       Section 9.1.     Events of Default...............................................................     65
       Section 9.2.     Consequences of Event of Default................................................     68
       Section 9.3.     Consequences of Maturity Date...................................................     69
       Section 9.4.     Payment at Maturity Date........................................................     70
       Section 9.5.     Injunctive Relief...............................................................     70
       Section 9.6.     Relief from Stay................................................................     70

Section 10.             The Agents......................................................................     70

       Section 10.1.    Appointment.....................................................................     70
       Section 10.2.    Delegation of Duties............................................................     71
       Section 10.3.    Exculpatory Provisions..........................................................     71
       Section 10.4.    Reliance by Administrative Agent................................................     71
       Section 10.5.    Notice of Default...............................................................     72
       Section 10.6.    Non-Reliance on Agents and Other Lenders........................................     72
       Section 10.7.    Indemnification.................................................................     72
       Section 10.8.    Agent in Its Individual Capacity................................................     73
       Section 10.9.    Successor Administrative Agent..................................................     73
       Section 10.10.   Authorization to Release Liens..................................................     74

Section 11.             Guarantee.......................................................................     74

       Section 11.1.    Guarantee.......................................................................     74
       Section 11.2.    Right of Contribution...........................................................     75
       Section 11.3.    No Subrogation..................................................................     75
</TABLE>

                                     -iii-
<PAGE>

<TABLE>
       <S>                                                                                                   <C>
       Section 11.4.    Amendments, Etc. with Respect to the Borrower Obligations.......................     75
       Section 11.5.    Guarantee Absolute and Unconditional............................................     76
       Section 11.6.    Reinstatement...................................................................     76
       Section 11.7.    Payments........................................................................     77
       Section 11.8.    The SPV.........................................................................     77

Section 12.             Miscellaneous...................................................................     77

       Section 12.1.    Amendments and Waivers..........................................................     77
       Section 12.2.    Notices.........................................................................     78
       Section 12.3.    No Waiver; Cumulative Remedies..................................................     78
       Section 12.4.    Survival of Representations and Warranties......................................     79
       Section 12.5.    Payment of Expenses.............................................................     79
       Section 12.6.    Successors and Assigns; Participations and Assignments..........................     80
       Section 12.7.    Adjustments; Setoff.............................................................     82
       Section 12.8.    Counterparts....................................................................     83
       Section 12.9.    Severability....................................................................     83
       Section 12.10.   Integration.....................................................................     83
       Section 12.11.   GOVERNING LAW...................................................................     84
       Section 12.12.   Submission to Jurisdiction; Waivers.............................................     84
       Section 12.13.   Acknowledgments.................................................................     84
       Section 12.14.   Waivers of Jury Trial...........................................................     85
       Section 12.15.   Confidentiality.................................................................     85
       Section 12.16.   No Modification; No Discharge; Survival of Claims...............................     85
       Section 12.17.   Pre-Petition Loan Documents.....................................................     86
       Section 12.18.   Bankruptcy Code Waivers.........................................................     86
       Section 12.19.   Validation of Liens.............................................................     86
</TABLE>

                                     -iv-
<PAGE>

Schedules:
2.1          DIP Commitment Percentages
4.1.         Contingent Liabilities
4.6          Pending Enforcement Actions
4.14         Subsidiaries
4.18         Real Property Located in Flood Zone
7.2(e)       Existing Indebtedness
7.3(g)       Existing Liens
7.8g)        Extensions of Credit

Exhibits:

A            Form of Borrowing Base Certificate
B            Form of Compliance Certificate
C            Form of Closing Certificate
D            Form of Interim Financing Order
E            Form of Assignment and Acceptance
F-1          Form of Revolving Credit Note
F-2          Form of Swing Line Note
F-3          Form of Incremental DIP Note
G            Form of Exemption Certificate
H            Form of Notice of Borrowing (Drawings)
I            Definition of Receivables

                                      -v-
<PAGE>

     This Post Petition Credit Agreement, dated as of January 16, 2001, is by
and among Imperial Sugar Company, a Texas corporation (the "Borrower"), as
debtor and debtor in possession in a case pending under Chapter 11 of the
Bankruptcy Code, and each of the parties executing this Agreement under the
heading "Guarantors" (each a "Guarantor" and collectively the "Guarantors"),
each as debtor and debtor in possession in a case pending under Chapter 11 of
the Bankruptcy Code, (the Borrower and the Guarantors, each a "Debtor" and
collectively the "Debtors"), each of which Guarantors is a debtor and debtor-in-
possession in a case pending under Chapter 11 of the Bankruptcy Code (the cases
of the Borrower and the Guarantors, each a "Chapter 11 Case" and collectively
the "Chapter 11 Cases"), the several banks and other financial institutions or
entities from time to time parties to this Agreement (the "Lenders"), Harris
Trust and Savings Bank, as Collateral agent (in such capacity, the "Collateral
Agent") and Harris Trust And Savings Bank, as administrative agent (in such
capacity, the "Administrative Agent").

                                  Witnesseth:

     Whereas, on January 16, 2001 (the "Petition Date") the Borrower and the
Guarantors have filed voluntary petitions with the United States Bankruptcy
Court for the District of Delaware initiating the Chapter 11 Cases and have
continued in possession of their assets and the management of their businesses
pursuant to Sections 1107 and 1108 of the Bankruptcy Code;

     Whereas, the Borrower owns, directly or indirectly, all of the issued and
outstanding capital stock or other equity interests of each of the Guarantors;

     Whereas, the Borrower and the Guarantors have requested that the Lenders
enter into certain financing arrangements with the Borrower pursuant to which
the Lenders may make loans and provide other financial accommodations to the
Borrower;

     Whereas, the Lenders are willing to make such loans and advances and
provide such financial accommodations on the terms and conditions set forth
herein.

     Now, Therefore, in consideration of the premises and the agreements
hereinafter set forth, the parties hereto hereby agree as follows:

Section 1.    Definitions

    Section 1.1.   Defined Terms. As used in this Agreement, the terms listed in
this Section 1.1 shall have the respective meanings set forth in this Section
1.1.

     "Additional Credit Extended Post-Petition":  The positive difference, if
any, between (a) the sum of the Total DIP Extensions of Credit and the Pre-
Petition Revolving Obligations, all determined as of the True-Up Date, and (b)
the aggregate principal amount of the Pre-Petition Revolving Obligations on the
Petition Date.

     "Adequate Protection Obligations": shall mean all present and future
obligations of the Debtors under any order or orders of the Bankruptcy Court to
pay interest, fees, costs, expenses and
<PAGE>

charges on or with respect to the Pre-Petition Obligations under Sections 361
and 506(b) of the Bankruptcy Code.

     "Administrative Agent": as defined in the preamble hereto.

     "Administrative Expense Carve-Out": $3,000,000 plus professional fees and
expenses incurred prior to the Termination Date to the extent such fees and
expenses are approved by the Bankruptcy Court, subject to the Lenders' and the
Agents' right to object to such fees and expenses.

     "Affiliate": as to any Person, any other Person which, directly or
indirectly, is in control of, is controlled by, or is under common control with,
such Person.  For purposes of this definition, "control" of a Person means the
power, directly or indirectly, either to (a) vote 10% or more of the securities
having ordinary voting power for the election of directors (or persons
performing similar functions) of such Person or (b) direct or cause the
direction of the management and policies of such Person, whether by contract or
otherwise.

     "Agents":  the collective reference to the Administrative Agent and the
Collateral Agent.

     "Agreement":  this Post-Petition Credit Agreement, as amended, supplemented
or otherwise modified from time to time.

     "Applicable Margin":  as to Incremental DIP Loans, 2.75% and as to all
other Loans and Reimbursement Obligations, 2.50%.

     "Application":  an application, in such form as the Issuing Lender may
specify from time to time, requesting the Issuing Lender to open a Letter of
Credit.

     "Assignee":  as defined in Section 12.6(c).

     "Assignor":  as defined in Section 12.6(c).

     "Available DIP Commitment": as to any Lender at any time, an amount equal
to the excess, if any, of (a) such Lender's DIP Commitment over (b) such
Lender's DIP Extensions of Credit; provided, that (i) in calculating any
Lender's DIP Extensions of Credit for the purpose of determining such Lender's
Available DIP Commitment pursuant to Section 2.6(a), the aggregate principal
amount of Swing Line Loans then outstanding shall be deemed to be zero (but only
until such Swing Line Loans are refinanced) and (ii) in calculating such
Lender's DIP Commitment for the purpose of determining such Lender's Available
DIP Commitment pursuant to Section 2.6(a), the aggregate principal amount of the
outstanding CCC Loans shall be deemed to be zero.

     "Available Incremental DIP Commitment": as to any Incremental DIP Lender at
any time, an amount equal to the excess, if any, of (a) such Incremental DIP
Lender's Incremental DIP Commitment over (b) the outstanding principal amount of
such Incremental DIP Lender's Incremental DIP Loans.

     "Available Restricted Proceeds":  as defined in Section 2.1(d).

                                      -2-
<PAGE>

     "Bankruptcy Code": shall mean The Bankruptcy Reform Act of 1978, as
heretofore and hereafter amended, and codified as 11 U.S.C. Section 101 et seq.

     "Bankruptcy Court": shall mean the United States Bankruptcy Court for the
District of Delaware, or any other court having jurisdiction over the Chapter 11
Cases from time to time.

     "Base Rate": means for any day the rate of interest announced by Harris
Trust and Savings Bank ("Harris") from time to time as its prime commercial rate
in effect on such day, with any change in the Base Rate resulting from a change
in said prime commercial rate to be effective as of the date of the relevant
change in said prime commercial rate (the "Harris Prime Rate"), provided that if
the rate per annum determined by adding 1/2 of 1% to the rate at which Harris
would offer to sell federal funds in the interbank market on or about 10:00 a.m.
(Chicago time) on any day (the "Adjusted Fed Funds Rate") shall be higher than
the Harris Prime Rate on such day, then the Base Rate for such day and for the
succeeding day which is not a Business Day shall be such Adjusted Fed Funds
Rate.  The determination of the Adjusted Fed Funds Rate by the Administrative
Agent shall be final and conclusive provided it has acted in good faith in
connection therewith.

     "Board": the Board of Governors of the Federal Reserve System of the United
States (or any successor).

     "Borrower": as defined in the preamble hereto.

     "Borrowing Base": as of any time the same is to be determined, an amount
determined in a manner agreed to in writing by the Borrower and the Required
Lenders and absent such an agreement in writing an amount equal to the sum of:

          (a)   85% of the Value of Eligible Inventory consisting of finished
     goods sugar, plus

          (b)   85% of the Value of Eligible Inventory consisting of finished
     purchased product, plus

          (c)   80% of the Value of Eligible Inventory consisting of domestic
     bulk raw sugar, plus

          (d)   70% of the Value of Eligible Inventory consisting of bulk raw
     sugar that is not domestic bulk raw sugar, plus

          (e)   50% of the Value of Eligible Inventory consisting of work-in-
     process, plus

          (f)   60% of the Value of Eligible Inventory consisting of finished
     goods-food service, plus

          (g)   60% of the Value of Eligible Inventory consisting of by-
     products, pulp and molasses, plus

          (h)   50% of the Value of Eligible Inventory consisting of sugar beets
     on hand, plus

                                      -3-
<PAGE>

          (i)   30% of the Value of Eligible Inventory consisting of supply,
     repair and quarry, plus

          (j)   30% of the net book value of the Borrower's and its
     Subsidiaries' fixed assets as of December 31, 2000, plus

          (k)   30% of the Value of Eligible Inventory  consisting of sugar beet
     seed, plus

          (l)   100% of the cash balance held in commodities accounts with
     futures commission merchants, minus

          (m)   the amount of all Grower Payables.

provided that (i) the Borrowing Base shall be computed only as against and on so
much of the Collateral as is included on the Borrowing Base Certificates to be
furnished from time to time by the Borrower pursuant to Section 6.2(e) hereof
and, if required by the Administrative Agent or the Required Lenders pursuant to
any of the terms hereof, as verified by such other evidence required to be
furnished to the Administrative Agent or the Lenders pursuant hereto.

     "Borrowing Base Certificate":  a certificate in the form attached hereto as
Exhibit A.

     "Borrowing Base Obligations":  as of any time the same is to be determined,
an amount equal to the sum of the Total DIP Extensions of Credit then
outstanding plus the aggregate principal amount of all Incremental DIP Loans
then outstanding plus all Pre-Petition Revolving Obligations then outstanding.

     "Borrowing Date": any Business Day specified by the Borrower as a date on
which the Borrower requests the relevant Lenders to make Loans hereunder.

     "Budget": the weekly cash flow forecast projecting the Debtors' budgeted
cash receipts and disbursements  (including Costs of Reorganization) on a weekly
basis from the Petition Date through the Termination Date delivered to satisfy
the requirements of Section 5.1(c) hereof and attached to the Interim Financing
Order, as such budget may from time to time be extended or otherwise modified by
order of the Bankruptcy Court or with the consent of the Required Lenders.

     "Budget Report": as defined in Section 6.2(d).

     "Business Day": a day other than a Saturday, Sunday or other day on which
commercial banks in New York City are authorized or required by law to close.

     "Capital Expenditures": for any period, with respect to any Person, the
aggregate of all expenditures by such Person and its Subsidiaries for the
acquisition or leasing (pursuant to a capital lease) of fixed or capital assets
or additions to equipment (including replacements, capitalized repairs and
improvements during such period) which should be capitalized under GAAP on a
consolidated balance sheet of such Person and its Subsidiaries.

                                      -4-
<PAGE>

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

     "Capitalized Refurbishment Expenditures": manufacturing costs incurred
between processing periods which are necessary to prepare any beet factory for
the next processing campaign which are deferred and allocated to the cost of
sugar produced in the subsequent campaign.

     "Capital Stock": any and all shares, interests, participations or other
equivalents (however designated) of capital stock of a corporation, any and all
equivalent ownership interests in a Person (other than a corporation) and any
and all warrants, rights or options to purchase any of the foregoing.

     "Cash Collateral": shall mean the cash collateral (within the meaning
Section 363 of the Bankruptcy Code) subject to the Liens securing the
Obligations or any portion thereof.

     "Cash Equivalents": (a) marketable direct obligations issued by, or
unconditionally guaranteed by, the United States Government or issued by any
agency thereof and backed by the full faith and credit of the United States, in
each case maturing within one year from the date of acquisition; (b)
certificates of deposit, time deposits, eurodollar time deposits or overnight
bank deposits having maturities of six months or less from the date of
acquisition issued by any Lender or by any commercial bank organized under the
laws of the United States of America or any state thereof having combined
capital and surplus of not less than $500,000,000; (c) commercial paper of an
issuer rated at least A-2 by Standard & Poor's Ratings Services ("S&P") or P-2
by Moody's Investors Service, Inc. ("Moody's"), or carrying an equivalent rating
by a nationally recognized rating agency, if both of the two named rating
agencies cease publishing ratings of commercial paper issuers generally, and
maturing within six months from the date of acquisition; (d) repurchase
obligations of any Lender or of any commercial bank satisfying the requirements
of clause (b) of this definition, having a term of not more than 30 days with
respect to securities issued or fully guaranteed or insured by the United States
government; (e) securities with maturities of one year or less from the date of
acquisition issued or fully guaranteed by any state, commonwealth or territory
of the United States, by any political subdivision or taxing authority of any
such state, commonwealth or territory or by any foreign government, the
securities of which state, commonwealth, territory, political subdivision,
taxing authority or foreign government (as the case may be) are rated at least A
by S&P or A by Moody's; (f) securities with maturities of six months or less
from the date of acquisition backed by standby letters of credit issued by any
Lender or any commercial bank satisfying the requirements of clause (b) of this
definition; or (g) shares of money market mutual or similar funds which invest
exclusively in assets satisfying the requirements of clauses (a) through (f) of
this definition.

     "CCC Loans":  Indebtedness permitted by Section 7.2(g) hereof.

     "Chapter 11 Case":  shall have the meaning set forth in the preamble
hereof.

                                      -5-
<PAGE>

     "Closing Date": the date on which the conditions precedent set forth in
Section 5.1 shall have been satisfied, which date occurred on January 16, 2001.

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

     "Collateral": as defined in Section 8.1 hereof.

     "Collateral Agent": as defined in the preamble hereto.

     "Commitments":  the DIP Commitments, Incremental DIP Commitments, Swing
Line Commitment and L/C Commitment.

     "Commonly Controlled Entity": an entity, whether or not incorporated, which
is under common control with the Borrower within the meaning of Section 4001 of
ERISA or is part of a group which includes the Borrower and which is treated as
a single employer under Section 414 of the Code.

     "Compliance Certificate": a certificate duly executed by a Responsible
Officer substantially in the form of Exhibit B.

     "Consolidated Current Assets":  at any date, all amounts which would, in
conformity with GAAP, be properly classified as current assets after deducting
adequate reserves where proper, on a consolidated balance sheet of the Borrower
and its Subsidiaries at such date.

     "Consolidated Current Liabilities":  at any date, all amounts which would,
in conformity with GAAP be properly classified as current liabilities, including
CCC Borrowings, as well as Pre-Petition Revolving Obligations and all DIP
Extensions of Credit,  on a consolidated balance sheet of the Borrower and its
Subsidiaries at such date but excluding short-term borrowings, deferred taxes
and the current portion of long-term debt.

     "Consolidated Current Ratio":  at any date, the ratio of Consolidated
Current Assets to Consolidated Current Liabilities.

     "Consolidated EBITDA": for any period, Consolidated Net Income for such
period plus all amounts deducted in arriving at such Net Income amount in
respect of (a) Consolidated Interest Expense (including SPV Interest Expense),
amortization or write-off of debt discount and debt issuance costs and other
fees and charges associated with Indebtedness (including the Loans), (b)
foreign, federal, state and local income taxes for such period, (c) all amounts
properly charged for depreciation of fixed assets and amortization of intangible
assets during such period, (d) Extraordinary expenses or losses as defined by
GAAP, (e) losses from sale of assets outside the ordinary course of business,
(f) the Costs of Reorganization, (g) unrealized gains or losses (x) on
commodities accounts maintained with future commission merchants, and (y) under
Interest Rate Protection Agreements, and (h) expenses or charges related to
closing or down-sizing facilities or corporate entities ("Down-Sizing
Expenses"), and minus, to the extent included in the statement of such
Consolidated Net Income for such period, the sum of (a) interest income, (b)
Extraordinary income or gains as defined by GAAP, (c) gains on sale of assets
outside the ordinary course of
                                      -6-
<PAGE>

business; provided, however that the amount added to Consolidated Net Income
pursuant to clauses (d), (e) and (f) and the Down-Sizing Expenses paid in cash
shall not exceed $20,000,000 at any time.

     "Consolidated Interest Coverage Ratio":  at any date, the ratio of (a)
Consolidated EBITDA for the period commencing October 1, 2000, and ending on the
date of determination, to (b) Consolidated Interest Expense for the same period.

     "Consolidated Interest Expense": for any period, the sum of (a) total cash
interest expense (including that attributable to Capital Lease Obligations) of
the Borrower and its Subsidiaries for such period with respect to all
outstanding Indebtedness of the Borrower and its Subsidiaries (including,
without limitation, all commissions, discounts and other fees and charges owed
with respect to letters of credit and bankers' acceptance financing and net cash
costs under Interest Rate Protection Agreements to the extent such net costs are
allocable to such period in accordance with GAAP) and (b) the SPV Interest
Expense for such period.

     "Consolidated Net Income": for any period, the consolidated net income (or
loss) of the Borrower and its Subsidiaries, determined on a consolidated basis
in accordance with GAAP; provided that there shall be excluded (a) the income
(or deficit) of any Person (other than a Subsidiary of the Borrower) in which
the Borrower or any of its Subsidiaries has an ownership interest, except to the
extent that any such income is actually received by the Borrower or such
Subsidiary in the form of dividends or similar distributions and (b) the
undistributed earnings of any Subsidiary of the Borrower to the extent that the
declaration or payment of dividends or similar distributions by such Subsidiary
is not at the time permitted by the terms of any Contractual Obligation (other
than under any Loan Document) or Requirement of Law applicable to such
Subsidiary.

     "Consolidated Net Worth": at any date, all amounts which would, in
conformity with GAAP, be included on a consolidated balance sheet of the
Borrower and its Subsidiaries under stockholders' equity at such date, excluding
any amount included therein attributable to accumulated other comprehensive
income for the Borrower and its Subsidiaries.

     "Contractual Obligation": as to any Person, any provision of any security
issued by such Person or of any agreement, instrument or other undertaking to
which such Person is a party or by which it or any of its Property is bound.

     "Costs of Reorganization": all legal, professional and advisory fees paid
by the Debtors (whether or not incurred by the Debtors) in connection with the
Chapter 11 Cases as set forth in the Budget and approved in the Financing Order
or as may be otherwise approved from time to time by the Bankruptcy Court,
subject to the Lenders' and the Agents' right to object thereto.

     "Debtor": is defined in the Preamble hereto.

     "Default": any of the events specified in Section 9.1, whether or not any
requirement for the giving of notice, the lapse of time, or both, has been
satisfied.

     "DIP Commitment": as to any Lender, the obligation of such Lender, if any,
to make DIP Loans and participate in Swing Line Loans and Letters of Credit, in
an aggregate principal and/or

                                      -7-
<PAGE>

face amount not to exceed such Lender's DIP Commitment Percentage of the DIP
Maximum Commitment Amount, as the same may be changed from time to time pursuant
to the terms hereof.

     "DIP Commitment Percentage": as to any Lender at any time, the percentage
set forth under the heading "DIP Commitment Percentage" opposite such Lender's
name on Schedule 2.1, as the same may be changed from time to time pursuant to
the terms hereof (or, at any time after the DIP Commitments shall have expired
or terminated, the percentage which the aggregate principal amount of such
Lender's DIP Extensions of Credit then outstanding constitutes of the aggregate
principal amount of the Total DIP Extensions of Credit then outstanding).

     "DIP Commitment Period": the period from and including the Closing Date to
the Termination Date.

     "DIP Credit Facility" or "Facility" shall mean the debtor-in-possession
facility extended to the Borrower by the Lenders hereunder, other than the
Incremental DIP Credit Facility.

     "DIP Extensions of Credit": as to any  Lender at any time, an amount equal
to the sum of (a) the aggregate principal amount of all DIP Loans made by such
Lender then outstanding, (b) such Lender's DIP Commitment Percentage of the L/C
Obligations then outstanding and (c) such Lender's DIP Commitment Percentage of
the aggregate principal amount of Swing Line Loans then outstanding.

     "DIP Loans": as defined in Section 2.1(a).

     "DIP Maximum Commitment Amount":  at any time the same is to be determined,
an amount equal to:

            (a)    $4,128,154.66 (being the positive difference, if any, between
     (i) the Pre-Petition Maximum Revolving Commitment Amounts of all Pre-
     Petition Revolving Lenders and (ii) the aggregate outstanding principal
     amount of the Pre-Petition Revolving Obligations, each computed as of the
     Petition Date), plus

            (b)    any reduction in the Pre-Petition Revolving Obligations
     occurring after the Petition Date other than as a result of payments
     thereof made pursuant to Section 2.9(b) or (c) hereof, minus

            (c)    85% of the aggregate amount of Restricted Asset Sale Proceeds
     received from and after the Petition Date, minus

            (d)    the aggregate amount of Recovery Event Proceeds received from
     and after the Petition Date that were applied to pay DIP Loans and Pre-
     Petition Revolving Obligations pursuant to Section 2.9(c) hereof, minus

            (e)    the aggregate principal amount of all outstanding CCC Loans,
     provided that during the period commencing on the Closing Date and ending
     on March 14, 2001, only the outstanding principal amount of CCC Loans in
     excess of $25,000,000 shall reduce the DIP Maximum Commitment Amount, minus

                                      -8-
<PAGE>

            (f)    the amount of all reductions of the Total DIP Commitments
     made pursuant to Section 2.7 hereof;

provided, that until the Final Financing Order Date the DIP Maximum Commitment
Amount shall not exceed $50,000,000.  During the Incremental DIP Commitment
Period, the $35,000,000 Incremental DIP Credit Facility shall also be in effect.

     "Disposition": with respect to any Property, any sale, lease, sale and
leaseback, assignment, conveyance, transfer or other disposition thereof; and
the terms "Dispose" and "Disposed of" shall have correlative meanings.

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

     "Domestic Subsidiary": any Subsidiary of the Borrower organized under the
laws of any jurisdiction within the United States of America.

     "Eligible Inventory": any inventory of the Borrower or any Guarantor which
the Required Lenders in their sole discretion deem to be acceptable for
inclusion in the Borrowing Base and which complies with each of the following
requirements:

            (a)    it consists of raw bulk sugar, sugar beets, supplies,
     finished goods, all other sugar and sugar products, supply, repair, quarry,
     packaging materials, work-in-process, finished goods, and pulp and molasses
     and other by-products from the processing or refining of sugar;

            (b)    it substantially conforms to the Borrower's or the applicable
     Guarantor's advertised or represented specifications, applicable government
     standards and regulations and other quality standards and has not been
     reasonably determined by the Administrative Agent to be unacceptable due to
     age, type, variety, quality, quantity, or location;

            (c)    it is not covered by a warehouse receipt or similar document
     unless such warehouse receipt or similar document has been delivered to the
     Administrative Agent with all necessary endorsements;

            (d)    all warranties of the Borrower or the applicable Guarantor in
     the Loan Documents are true and correct in all material respects with
     respect thereto;

            (e)    it has been identified to the Administrative Agent in the
     manner required by the Administrative Agent;

            (f)    it is located at a location disclosed to and approved by the
     Administrative Agent, and if requested by the Administrative Agent, any
     Person owning or controlling such location shall have waived all right,
     title and interest in and to such Inventory in a manner satisfactory to the
     Administrative Agent; and

            (g)    it is subject to a perfected first priority Lien in favor of
     the Collateral Agent and it is free and clear of any other Lien of any
     nature whatsoever.

                                   -9-
<PAGE>

     "Enforcement Notice":  (a) two days prior notice to the Borrower and the
United States Trustee with respect to Sections 9.2(a) and (e), and (b) five days
prior notice to the Borrower and the United States Trustee with respect to
Section 9.2(b), 9.2(c), 9.2(d), 9.3(c), 9.3(d), 9.3(e), 9.3(f) and 9.3(g)
hereof.

     "Environmental Laws": any and all laws, rules, orders, regulations,
statutes, ordinances, codes, decrees, or other legally enforceable requirement
(including, without limitation, Environmental Permits) of any Governmental
Authority, regulating, relating to or imposing liability or standards of conduct
concerning protection of the environment or of human health, or employee health
and safety, as has been, is now, or may at any time hereafter be, in effect.

     "Environmental Permits": any and all permits, licenses, registrations,
notifications, exemptions and any other authorization required under any
Environmental Law.

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

     "Event of Default": any of the events specified in Section 9.1, provided
that any requirement for the giving of notice, the lapse of time, or both, has
been satisfied.

     "Excluded Foreign Subsidiaries": any Foreign Subsidiary the pledge of all
of whose Capital Stock as Collateral would, in the good faith judgment of the
Borrower, result in adverse tax consequences to the Borrower.

     "Federal Funds Effective Rate": for any day, the weighted average of the
rates on overnight federal funds transactions with members of the Federal
Reserve System arranged by federal funds brokers, as published on the next
succeeding Business Day by the Federal Reserve Bank of New York, or, if such
rate is not so published for any day which is a Business Day, the average of the
quotations for the day of such transactions received by the Reference Lender
from three federal funds brokers of recognized standing selected by it.

     "Final Financing Order": shall mean a final order of the Bankruptcy Court
authorizing and approving the DIP Credit Facility on terms and conditions no
less favorable to the Lenders than those contained in the Interim Financing
Order, in substantially the form of the Interim Financing Order and otherwise
acceptable to the Lenders as to form and substance.

     "Final Financing Order Date": shall mean the date (if any) on which all of
the following conditions have been satisfied: (a) the Final Financing Order
shall have been entered in the Chapter 11 Cases by the Bankruptcy Court, (b) the
deadline by which appeals could have been taken from the Final Financing Order
shall have expired without any such appeals having been taken, and the Final
Financing Order shall be final and non-appealable and shall not have been
amended, modified, stayed, vacated, rescinded or reversed in any respect and (c)
all conditions precedent contained in Sections 5.1 and 5.2 hereof shall have
been satisfied.

     "Financing Order": shall mean the Interim Financing Order prior to entry of
the Final Financing Order and shall mean the Final Financing Order at all times
thereafter.

                                     -10-
<PAGE>

     "Foreign Subsidiary": any Subsidiary of the Borrower that is not a Domestic
Subsidiary.

     "Funding Office": the office specified from time to time by the
Administrative Agent as its funding office by notice to the Borrower and the
Lenders.

     "GAAP": generally accepted accounting principles in the United States of
America as in effect from time to time set forth in the opinions and
pronouncements of the Accounting Principles Board and the American Institute of
Certified Public Accountants and the statements and pronouncements of the
Financial Accounting Standards Board, or in such other statements by such other
entity as may be in general use by significant segments of the accounting
profession, which are applicable to the circumstances of the Borrower as of the
date of determination, except that for purposes of Section 7.19, GAAP shall be
determined on the basis of such principles in effect on the date hereof and
consistent with those used in the preparation of the most recent audited
financial statements delivered pursuant to Section 6.1(a).  In the event that
any "Accounting Change" (as defined below) shall occur and such change results
in a change in the method of calculation of financial covenants, standards or
terms in this Agreement, then the Borrower and the Administrative Agent agree to
enter into negotiations in order to amend such provisions of this Agreement so
as to equitably reflect such Accounting Changes with the desired result that the
criteria for evaluating the Borrower's financial condition shall be the same
after such Accounting Changes as if such Accounting Changes had not been made.
Until such time as such an amendment shall have been executed and delivered by
the Borrower, the Administrative Agent and the Required Lenders, all financial
covenants, standards and terms in this Agreement shall continue to be calculated
or construed as if such Accounting Changes had not occurred.  "Accounting
Changes" refers to changes in accounting principles required by the promulgation
of any rule, regulation, pronouncement or opinion by the Financial Accounting
Standards Board of the American Institute of Certified Public Accountants or, if
applicable, the Securities and Exchange Commission (or successors thereto or
agencies with similar functions).

     "Governmental Authority": any nation or government, any state or other
political subdivision thereof and any entity exercising executive, legislative,
judicial, regulatory or administrative functions of or pertaining to government
(including, without limitation, the National Association of Insurance
Commissioners).

     "Grower Payables":  all amounts owed by the Loan Parties from time to time
to any Person on account of agricultural products or services (including the
purchase price of sugar beets).

     "Guarantee Obligation": as to any Person (the "guaranteeing person"), any
obligation of (a) the guaranteeing person or (b) another Person (including,
without limitation, any bank under any letter of credit) to induce the creation
of which the guaranteeing person has issued a reimbursement, counterindemnity or
similar obligation, in either case guaranteeing or in effect guaranteeing any
Indebtedness, leases, dividends or other obligations (the "primary obligations")
of any other third Person (the "primary obligor") in any manner, whether
directly or indirectly, including, without limitation, any obligation of the
guaranteeing person, whether or not contingent, (i) to purchase any such primary
obligation or any Property constituting direct or indirect security therefor,
(ii) to advance or supply funds (1) for the purchase or payment of any such
primary obligation or (2) to maintain working capital or equity capital of the
primary obligor or otherwise to maintain the net worth or solvency of the
primary obligor, (iii) to purchase Property, securities or services primarily

                                     -11-
<PAGE>

for the purpose of assuring the owner of any such primary obligation of the
ability of the primary obligor to make payment of such primary obligation or
(iv) otherwise to assure or hold harmless the owner of any such primary
obligation against loss in respect thereof; provided, however, that the term
Guarantee Obligation shall not include endorsements of instruments for deposit
or collection in the ordinary course of business or purchases of inventory
(including crops and raw materials) in the ordinary course of business.  The
amount of any Guarantee Obligation of any guaranteeing person shall be deemed to
be the lower of (a) an amount equal to the stated or determinable amount of the
primary obligation in respect of which such Guarantee Obligation is made and (b)
the maximum amount for which such guaranteeing person may be liable pursuant to
the terms of the instrument embodying such Guarantee Obligation, unless such
primary obligation and the maximum amount for which such guaranteeing person may
be liable are not stated or determinable, in which case the amount of such
Guarantee Obligation shall be such guaranteeing person's maximum reasonably
anticipated liability in respect thereof as determined by the Borrower in good
faith.

     "Guarantors": shall have the meaning set forth in the preamble hereof.

     "Incur": as defined in Section 7.1.

     "Incremental DIP Commitment": as to any Lender, the obligation of such
Lender, if any, to make Incremental DIP Loans in an aggregate principal amount
not to exceed such Lender's Incremental DIP Commitment Percentage of
$35,000,000, as the same may be changed from time to time pursuant to the terms
hereof.

     "Incremental DIP Commitment Percentage": as to any Incremental DIP Lender
at any time, the percentage set forth under the heading "Incremental DIP
Commitment Percentage" opposite such Incremental DIP Lender's name on Schedule
2.1, as the same may be changed from time to time pursuant to the terms hereof
(or, at any time after the Incremental DIP Commitments shall have expired or
terminated, the percentage which the aggregate principal amount of such
Incremental DIP Lender's Incremental DIP Loans then outstanding constitutes of
the aggregate principal amount of the Incremental DIP Loans of all Incremental
DIP Lenders then outstanding).

     "Incremental DIP Commitment Period": the period from and including the
Closing Date to the Incremental DIP Termination Date.

     "Incremental DIP Credit Facility" shall mean the debtor-in-possession
facility extended to the Borrower by the Lenders under the Incremental DIP
Commitments.

     "Incremental DIP Lender":  any Lender that has an Incremental DIP
Commitment.

     "Incremental DIP Loans": as defined in Section 2.1 (e).

     "Incremental DIP Termination Date":  the earliest of (a) March 31, 2001,
(b) the date on which the DIP Commitments are terminated in whole pursuant to
Section 2.7, or 9 hereof after notice to the Borrower by the Administrative
Agent of the Event of Default resulting in such termination, and (c) the
Maturity Date.

                                     -12-
<PAGE>

     "Indebtedness": of any Person at any date, without duplication, (a) all
Indebtedness of such Person for borrowed money, (b) all obligations of such
Person for the deferred purchase price of Property or services (other than
current trade payables incurred in the ordinary course of such Person's
business), (c) all obligations of such Person evidenced by notes, bonds,
debentures or other similar instruments, (d) all indebtedness created or arising
under any conditional sale or other title retention agreement with respect to
Property acquired by such Person (even though the rights and remedies of the
seller or lender under such agreement in the event of default are limited to
repossession or sale of such Property), (e) all Capital Lease Obligations of
such Person, (f) all obligations of such Person, contingent or otherwise, as an
account party under acceptance, letter of credit or similar facilities, (g) all
obligations of such Person, contingent or otherwise, to purchase, redeem, retire
or otherwise acquire for value any Capital Stock (other than common stock) of
such Person, (h) all Guarantee Obligations of such Person in respect of
obligations of the kind referred to in clauses (a) through (g) above; (i) all
obligations of the kind referred to in clauses (a) through (h) above secured by
(or for which the holder of such obligation has an existing right, contingent or
otherwise, to be secured by) any Lien on Property (including, without
limitation, accounts and contract rights) owned by such Person, whether or not
such Person has assumed or become liable for the payment of such obligation (for
purposes of calculating the amount of indebtedness referred to in this clause
(i) the amount of indebtedness shall be limited to the value of such Property)
and (j) for the purposes of Section 8(e) only, all obligations of such Person in
respect of Interest Rate Protection Agreements and (k) the liquidation value of
any preferred Capital Stock of such Person or its Subsidiaries (i) held by any
Person other than such Person and its Wholly Owned Subsidiaries and (ii)
providing for any scheduled or mandatory payment, redemption or sinking fund
prior to one year after the final maturity of the Pre-Petition Tranche B Term
Loans.

     "Insolvency": with respect to any Multiemployer Plan, the condition that
such Plan is insolvent within the meaning of Section 4245 of ERISA.

     "Insolvent": pertaining to a condition of Insolvency.

     "Intellectual Property": the collective reference to all rights, priorities
and privileges relating to intellectual property, whether arising under United
States, multinational or foreign laws or otherwise, including, without
limitation, copyrights, copyright licenses, patents, patent licenses,
trademarks, trademark licenses, technology, and all rights to sue at law or in
equity for any infringement or other impairment thereof, including the right to
receive all proceeds and damages therefrom.

     "Interest Rate Protection Agreement": any interest rate protection
agreement, interest rate futures contract, interest rate option, interest rate
cap or other interest rate hedge arrangement, to or under which the Borrower or
any of its Subsidiaries is a party or a beneficiary on the date hereof or
becomes a party or a beneficiary after the date hereof.

     "Interim Financing Order": shall mean an order entered by the Bankruptcy
Court on an interim basis after notice given in a hearing conducted in
accordance with Bankruptcy Rule 4001(c) and in substantially the form attached
hereto as Exhibit D.

     "Issuing Lender": Harris Trust and Savings Bank, in its capacity as issuer
of any Letter of Credit.

                                     -13-
<PAGE>

     "L/C Commitment": $30,000,000 (in addition to any letter of credit issued
pursuant to the Pre-Petition Credit Agreement).

     "L/C Obligations": at any time, an amount equal to the sum of (a) the
aggregate then undrawn and unexpired amount of the then outstanding Letters of
Credit and (b) the aggregate amount of drawings under Letters of Credit which
have not then been reimbursed pursuant to Section 3.5.

     "L/C Participants": the collective reference to all the Lenders other than
the Issuing Lender.

     "Lenders": as defined in the preamble hereto.

     "Letters of Credit": as defined in Section 3.1(a).

     "Lien": any mortgage, pledge, hypothecation, assignment, deposit
arrangement, encumbrance, lien (statutory or other), charge or other security
interest or any preference, priority or other security agreement or preferential
arrangement of any kind or nature whatsoever, whether or not filed, recorded or
otherwise perfected under applicable law (including, without limitation, any
conditional sale or other title retention agreement and any capital lease having
substantially the same economic effect as any of the foregoing and any filing of
or agreement to give any financing statement under the Uniform Commercial Code
(or equivalent statutes) of any jurisdiction).

     "Lien Validation Process": the procedure set forth in the Interim Financing
Order for dealing with objections to the validity of the Liens in the Pre-
Petition Collateral or confirming such Liens in the absence of any objection
thereto.

     "Loan": any loan made by any Lender pursuant to this Agreement.

     "Loan Documents": this Agreement, the Security Documents, the Applications,
the Notes and the Financing Order.

     "Loan Parties": the Borrower and each Subsidiary of the Borrower which is a
party to a Loan Document.

     "Material Adverse Effect": a material adverse effect on (a) the business,
assets, property, operations, liabilities (including, without limitation,
contingent liabilities), or condition (financial or otherwise) of the Borrower,
its respective Subsidiaries taken as a whole, or (b) the validity or
enforceability of this Agreement or any of the other Loan Documents or the
rights or remedies of the Agents or the Lenders hereunder or thereunder which
materially affects the benefits intended to be bestowed thereunder.

     "Material Environmental Amount": an amount payable by the Borrower and/or
its Subsidiaries in excess of $10,000,000 in any individual circumstance, or at
the time of any determination, $15,000,000 in the aggregate at any such time for
remedial costs, compliance costs, compensatory damages, punitive damages, fines,
penalties or any combination thereof.

                                     -14-
<PAGE>

     "Materials of Environmental Concern": any gasoline or petroleum (including
crude oil or any fraction thereof) or petroleum products, polychlorinated
biphenyls, urea-formaldehyde insulation, asbestos, pollutants, contaminants,
radioactivity, and any other substance that is regulated pursuant to or could
give rise to liability under any Environmental Law or common law.

     "Maturity Date": the earliest to occur of the following: (a) August 31,
2001; (b) the date that a plan of reorganization confirmed by an order of the
Bankruptcy Court entered pursuant to Sections 1129 and 1141 of the Bankruptcy
Code becomes effective pursuant to its terms; (c) the Termination Date; or (d)
the date on which the Bankruptcy Court grants the Lenders or the Pre-Petition
Lenders relief from the automatic stay as to the Collateral or the Pre-Petition
Collateral after the occurrence of an Event of Default and the expiration of any
applicable cure period and after two days notice by the Administrative Agent to
the Borrower of such Event of Default.

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

     "Net Cash Proceeds": in connection with any Disposition of Property or any
Recovery Event, the proceeds thereof in the form of cash and Cash Equivalents
(including any such proceeds received by way of deferred payment of principal
pursuant to a note or installment receivable or purchase price adjustment
receivable or otherwise, but only as and when received) of such Disposition of
Property or Recovery Event, net of attorneys' fees, accountants' fees,
investment banking fees, amounts required to be applied to the repayment of
Indebtedness secured by a Lien expressly permitted hereunder on any asset which
is the subject of such Disposition of Property or Recovery Event (other than any
Lien pursuant to a Security Document or a Pre-Petition Security Document) and
other customary fees and expenses actually incurred in connection therewith and
net of taxes paid or reasonably estimated to be payable within one year of such
event as a result thereof (after taking into account any available tax credits
or deductions and any tax sharing arrangements realized as a result of such
Disposition of Property or Recovery Events).

     "Non-Debtor Subsidiary":  any Subsidiary of the Borrower or any of its
Subsidiaries, that is not a Debtor.

     "Non-Excluded Taxes": as defined in Section 2.14(a).

     "Non-Participating Pre-Petition Lenders":  all Pre-Petition Term Lenders
and those Pre-Petition Revolving Lenders that are not Lenders under this
Agreement.

     "Non-U.S. Lender": as defined in Section 2.14(d).

     "Notes": the collective reference to any promissory note evidencing Loans.

     "Notice of Borrowing": (i) with respect to any borrowing of Loans, a Notice
of Borrowing (Drawings), substantially in the form of Exhibit H, or (ii)
telephonic notice of any such borrowing promptly confirmed in writing (in a form
reasonably acceptable to the Administrative Agent).

     "Obligations": shall mean the Pre-Petition Obligations, the Post-Petition
Obligations and the Adequate Protection Obligations.

                                     -15-
<PAGE>

     "Other Taxes": any and all present or future stamp or documentary taxes or
any other excise or property taxes, charges or similar levies arising from any
payment made hereunder or from the execution, delivery or enforcement of, or
otherwise with respect to, this Agreement.

     "Participant": as defined in Section 12.6(b).

     "Participating Pre-Petition Revolving Lender":  the Pre-Petition Revolving
Lenders that are also Lenders under this Agreement.

     "Payment Office": the office specified from time to time by the
Administrative Agent as its payment office by notice to the Borrower and the
Lenders.

     "PBGC": the Pension Benefit Guaranty Corporation established pursuant to
Subtitle A of Title IV of ERISA (or any successor).

     "Priority Liens": shall mean all of the following:  (i) Liens imposed by
law (other than Environmental Liens and any Lien imposed under ERISA) for taxes,
assessments or charges of any Governmental Authority for claims not yet due or
which are being contested in good faith by appropriate proceedings and with
respect to which adequate reserves or other appropriate provisions are being
maintained in accordance with GAAP, to the extent such Liens are prior to the
Liens of the Agents hereunder as a matter of law; (ii) statutory Liens of
landlords and Liens of carriers, warehousemen, mechanics, materialmen and other
Liens (other that Environmental Liens and any Lien imposed under ERISA) imposed
by law created in the ordinary course of business for amounts not yet due or
which are being contested in good faith by appropriate proceedings and with
respect to which adequate reserves or other appropriate provisions are being
maintained in accordance with GAAP, to the extent such Liens are prior to the
Liens of the Agents hereunder as a matter of law; (iii) Liens (other than any
Lien imposed under ERISA) incurred or deposits made in the ordinary course of
business (including, without limitation, surety bonds and appeal bonds) in
connection with workers' compensation, unemployment insurance and other types of
social security benefits or to secure the performance of tenders, bids, leases,
contracts (other than for the repayment of Indebtedness), statutory obligations
and other similar obligations or arising as a result of progress payments under
government contracts, to the extent such Liens are prior to the Liens of the
Agents hereunder as a matter of law; (iv) licenses, minor imperfections of
title, easements (including, without limitation, reciprocal easement agreements
and utility agreements), rights-of-way, covenants, consents, reservations,
encroachments, variations and zoning and other restrictions, charges or
encumbrances (whether or not recorded), which do not interfere materially with
the ordinary conduct of the business of the Borrower and which do not materially
detract from the value of the property to which they attach or materially impair
the use thereof to the Borrower, to the extent such Liens are prior to the Liens
of the Agents hereunder as a matter of law; (v) Liens in the Securitized
Receivables, the Related Security and any other Property of the SPV securing the
SPV's indebtedness, obligations and liabilities relating to the Receivables
Securitization Program; (vi) Liens permitted under Sections 7.3(f), (h), (j),
(k), (l) and (o) hereof; (vii) Liens in agricultural products in favor of the
Producers of such products securing the purchase price of such products, (viii)
Liens permitted by Section 7.3(a), (b), (c), (d) and (e) to the extent such
Liens are prior to the Liens of the Agents hereunder as a matter of law, and
(ix) Liens that are valid and enforceable, that existed on the Petition Date and
that are otherwise prior to the Liens of the Pre-Petition Agent in the
Collateral.

                                     -16-
<PAGE>

     "Permitted Sellers": shall mean the Borrower and its Wholly Owned
Subsidiaries.

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

     "Petition Date": as defined in the preamble hereto.

     "Plan": at a particular time, any employee benefit plan which is covered by
ERISA and in respect of which the Borrower or a Commonly Controlled Entity is
(or, if such plan were terminated at such time, would under Section 4069 of
ERISA be deemed to be) an "employer" as defined in Section 3(5) of ERISA.

     "Post-Petition Obligations": shall mean any and all present and future
indebtedness, obligations and liabilities, fixed or contingent, of the Borrower
and the Guarantors to the Lenders or the Agents arising on and after the date
hereof under or in connection with this Agreement, the Financing Order or the
other Loan Documents or evidenced by the Notes or in connection with the Letters
of Credit, including without limitation the payment of the principal of and
interest on the Loans and the Reimbursement Obligations and any such
indebtedness, obligations and liabilities arising under Interest Rate Protection
Agreements with any of the Lenders.

     "Pre-Petition Agent": shall mean Harris Trust and Savings Bank in its
capacity as collateral agent and/or administrative agent under the Pre-Petition
Credit Agreement.

     "Pre-Petition Collateral": shall mean all collateral security for the Pre-
Petition Obligations which was in existence as of the Petition Date and all
proceeds thereof (including as such, accounts arising from the sale of inventory
on which the Pre-Petition Agent had a Lien as of the Petition Date).

     "Pre-Petition Credit Agreement": shall mean that certain Amended and
Restated Credit Agreement dated as of December 22, 1997 by and between the
Borrower, the several lenders from time to time parties thereto, Lehman
Brothers, Inc., as Arranger, Lehman Commercial Paper Inc., as Syndication Agent
and Harris Trust and Savings Bank, as Administrative Agent and Collateral Agent,
as the same has from time to time been modified or amended.

     "Pre-Petition Lenders": the several lenders from time to time parties to
the Pre-Petition Credit Agreement.

     "Pre-Petition Loan Documents": shall mean the Pre-Petition Credit
Agreement, the Pre-Petition Security Documents and any other security agreement,
pledge agreement, trust deed, mortgage, collateral assignment, financing
statement or other instrument or agreement executed and delivered in connection
therewith.

     "Pre-Petition Loans": shall mean the Pre-Petition Revolving Loans and the
loans extended under the "Term Credit" provided for by the Pre-Petition Credit
Agreement.

                                     -17-
<PAGE>

     "Pre-Petition Maximum Revolving Commitment Amount": as to any Pre-Petition
Lender, the amount of such Pre-Petition Lender's commitment to make Pre-Petition
Revolving Loans immediately before the commencement of the Chapter 11 Cases on
the Petition Date and regardless of whether any credit was in use or available
under such commitments at that time.

     "Pre-Petition Obligations": shall mean all the indebtedness, obligations
and liabilities, fixed or contingent, of the Borrower and its Subsidiaries to
the Pre-Petition Lenders or the Pre-Petition Agent arising or in connection with
the Pre-Petition Credit Agreement or evidenced by the promissory notes issued by
the Borrower thereunder or in connection with the letters of credit issued by
the Pre-Petition Lenders thereunder, including without limitation the payment of
the principal of and interest on the Pre-Petition Loans made thereunder and the
Pre-Petition Reimbursement Obligations and all amounts relating to interest rate
protection agreements relating to any of the foregoing.

     "Pre-Petition Reimbursement Obligations": the obligation of the Borrower to
reimburse the issuer of letters of credit under the Pre-Petition Credit
Agreement for amounts drawn under such letters of credit.

     "Pre-Petition Revolving Lender": each Pre-Petition Lender that had a
commitment to make Pre-Petition Revolving Loans under the Pre-Petition Credit
Agreement.

     "Pre-Petition Revolving Loans": shall mean the loans, including swing-line
loans, extended under the "Revolving Credit" provided for by the Pre-Petition
Credit Agreement, the aggregate unpaid principal balance of such loans as of the
Petition Date being $124,000,000.

     "Pre-Petition Revolving Obligations": the principal amount of all Pre-
Petition Revolving Loans and Pre-Petition Reimbursement Obligations and the
maximum amount available to be drawn under all letters of credit issued pursuant
to the Pre-Petition Credit Agreement.

     "Pre-Petition Security Documents": the Amended and Restated Guarantee and
Collateral Agreement dated as of December 22, 1997, from certain of the Debtors
to the Pre-Petition Agent, the Amended and Restated Control Agreement dated as
of December 22, 1997, from the Borrower to the Pre-Petition Agent, the various
mortgages and deeds of trust made from time to time by various Debtors in favor
of, or for the benefit of, the Pre-Petition Agent and all other security
documents delivered to the Pre-Petition Agent granting a Lien on Property of any
Person to secure the obligations and liabilities of any Debtor under the Pre-
Petition Loan Documents.

     "Pre-Petition Term Loans": the Pre-Petition Tranche A Term Loans and the
Pre-Petition Tranche B Term Loans.

     "Pre-Petition Tranche A Term Loan Facility": the term loan facility
provided under the "Tranche A Term Loan Commitment" provided for by the Pre-
Petition Credit Agreement.

     "Pre-Petition Tranche A Term Loans": the loans made pursuant to the Pre-
Petition Tranche A Term Loan Facility, the aggregate unpaid principal balance of
such term loans as of the Petition Date being $83,442,745.99.

                                     -18-
<PAGE>

     "Pre-Petition Tranche B Term Loan Facility": the term loan facility
provided under the "Tranche B Term Loan Commitment" provided for by the Pre-
Petition Credit Agreement.

     "Pre-Petition Tranche B Term Loans": the loans made pursuant to the Pre-
Petition Tranche B Term Loan Facility, the aggregate unpaid principal balance of
such term loans as of the Petition Date being $66,189,627.51.

     "Property": any right or interest in or to property of any kind whatsoever,
whether real, personal or mixed and whether tangible or intangible, including,
without limitation, Capital Stock.

     "Receivables": the assets described on Exhibit I.

     "Receivables Securitization Program":  the receivables securitization
program established pursuant to the Receivables Purchase Agreement dated June
30, 1999, among the SPV, Imperial Distributing, Inc., the Borrower, Fairway
Finance Corporation and BMO Nesbitt Burns Corp., as heretofore supplemented and
amended, which provides for the sale by the Permitted Sellers, without recourse,
of their Receivables for a cash consideration of not less than 70% of the unpaid
value of such Receivables.

     "Recovery Event": any settlement of or payment in excess of $250,000 in
respect of any property or casualty insurance claim or any condemnation
proceeding relating to any asset of the Borrower or any of its Subsidiaries.

     "Recovery Event Proceeds":  as defined in Section 2.9(c) hereof.

     "Reference Lender": Administrative Agent.

     "Refunded Swing Line Loans": as defined in Section 2.4.(b).

     "Refunding Date": as defined in Section 2.4(c).

     "Register": as defined in Section 12.6(d).

     "Regulation U": Regulation U of the Board as in effect from time to time.

     "Regulation T": Regulation T of the Board as in effect from time to time.

     "Regulation X": Regulation X of the Board as in effect from time to time.

     "Reimbursement Obligation": the obligation of the Borrower to reimburse the
Issuing Lender pursuant to Section 3.5 for amounts drawn under Letters of
Credit.

     "Related Security":  as defined on Exhibit I hereto.

     "Reorganization": with respect to any Multiemployer Plan, the condition
that such plan is in reorganization within the meaning of Section 4241 of ERISA.

                                     -19-
<PAGE>

     "Reportable Event": any of the events set forth in Section 4043(b) of
ERISA, other than those events as to which the thirty day notice period is
waived under subsection .13, .14, .16, .18, .19 or .20 of PBGC Reg. (S) 2615.

     "Required Lenders": the holders of more than 50% of the sum of the Total
DIP Commitments and the Total Incremental DIP Commitments or, if the DIP
Commitments and the Incremental DIP Commitments have been terminated, the sum of
the Total DIP Extensions of Credit and the Incremental DIP Loans.

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

     "Responsible Officer": the chief executive officer, president, chief
financial officer or vice president/treasurer of the Borrower, but in any event,
with respect to financial matters, the chief financial officer of the  Borrower.

     "Restricted Asset Sale Proceeds":  as defined in Section 2.9(b).

     "SEC": the Securities and Exchange Commission (or successors thereto or an
analogous Governmental Authority).

     "Securitized Receivable":  any Receivable that has been sold pursuant to
the Receivables Securitization Program but excluding Receivables sold into the
Receivables Securitization Program and subsequently resold or otherwise returned
to any Loan Party.

     "Security Documents": this Agreement, the Financing Order and all security
documents hereafter delivered to the Administrative Agent granting a Lien on any
Property of any Person to secure the Post-Petition obligations.

     "Single Employer Plan": any Plan which is covered by Title IV of ERISA, but
which is not a Multiemployer Plan.

     "SPV":  Imperial Securitization Corporation, a Delaware corporation.

     "SPV Interest Expense": for any period the sum of total cash interest
expense of the SPV for such period with respect to all Indebtedness of the SPV
plus all discounts of the sale price of Securitized Receivables (or any interest
therein) sold by the SPV pursuant to the Receivables Securitization Program,
excluding interest paid to Affiliates of the Borrower.

     "Subsidiary": as to any Person, a corporation, partnership, limited
liability company or other entity of which shares of stock or other ownership
interests having ordinary voting power (other than stock or such other ownership
interests having such power only by reason of the happening of a contingency) to
elect a majority of the board of directors or other managers of such
corporation, partnership or other entity are at the time owned, or the
management of which is otherwise



                                     -20-

<PAGE>

controlled, directly or indirectly through one or more intermediaries, or both,
by such Person. Unless otherwise qualified, all references to a "Subsidiary" or
to "Subsidiaries" in this Agreement shall refer to a Subsidiary or Subsidiaries
of the Borrower.

     "Superpriority Claim" shall mean a claim against the Borrower or any of the
Guarantors in any of the Chapter 11 Cases which is an administrative expense
claim with the priority authorized under Section 364(c)(1) of the Bankruptcy
Code, with priority over any or all administrative expenses of the kind
specified in Sections 503(b) or 507 of the Bankruptcy Code and over any or all
other costs and expenses of the kind specified in, or ordered pursuant to,
Sections 105, 326, 330, 331, 506(c) or 726 of the Bankruptcy Code.  When used
with reference to the claim of the Agents and the Lenders in respect of the
Post-Petition Obligations or Adequate Protection Obligations, the term
Superpriority Claim shall mean a claim which has priority over all such costs
and expenses.  When used with reference to any other party, such party shall
have a Superpriority Claim if its claim is an administrative expense claim
having priority over any administrative expenses of the kind specified in
Sections 503(b) or 507 of the Bankruptcy Code or any of such other costs and
expenses.

     "Swing Line Commitment": the obligation of the Swing Line Lender to make
Swing Line Loans pursuant to Section 2.3 in an aggregate principal amount at any
one time outstanding not to exceed $25,000,000.

     "Swing Line Lender": Harris Trust and Savings Bank, in its capacity as the
lender of Swing Line Loans.

     "Swing Line Loans":  as defined in Section 2.3.

     "Swing Line Participation Amount": as defined in Section 2.4(c).

     "Termination Date": the earliest of (a) August 31, 2001, (b) the date on
which the DIP Commitments are terminated in whole pursuant to Section 2.7, or 9
hereof after notice to the Borrower by the Administrative Agent of the Event of
Default resulting in such termination, and (c) the Maturity Date.

     "Total DIP Commitments":  at any time, the aggregate amount of the DIP
Commitments at such time.

     "Total DIP Extensions of Credit":  at any time, the aggregate amount of the
DIP Extensions of Credit of the Lenders at such time.

     "Total Incremental DIP Commitments":  at any time, the aggregate of the
Incremental DIP Commitments.

     "Total Restricted Proceeds":  the total amount of Restricted Asset Sale
Proceeds and Recovery Event Proceeds applied to the prepayment of the DIP Loans
and the Pre-Petition Revolving Obligations pursuant to Sections 2.9 (b) and (c)
hereof.

     "Transferee": as defined in Section 12.15.

                                     -21-
<PAGE>

     "True-Up Date":  the date on which the Pre-Petition Loans held by the Non-
Participating Pre-Petition Lenders are prepaid pursuant to Section 2.1(d).

     "True-Up Event":  (a) the confirmation by the Bankruptcy Court of a plan of
reorganization for the Debtors that was supported by not less than the minimum
percentage required under the Bankruptcy Code of creditors of the class of which
the Lenders are a part, (b) the occurrence of an Event of Default and the
Administrative Agent or the Required Lenders commence to exercise any of the
remedies provided in Section 9.2, or (c) the occurrence of the Maturity Date.

     "True-Up Payment Amount" : an amount determined by multiplying the sum of
the Available Restricted Proceeds by the True-Up Payment Fraction.

     "True-Up Payment Fraction": (a) if the event described in clause (a) of the
definition of "True-Up Event" occurs, a fraction the numerator of which is (a)
the sum of the outstanding principal amount of all Pre-Petition Term Loans plus
the Pre-Petition Revolving Obligations of the Non-Participating Pre-Petition
Lenders, and the denominator of which is the sum of the outstanding principal
balance of all Pre-Petition Term Loans plus the aggregate outstanding principal
amount of all Pre-Petition Revolving Obligations of all Pre-Petition Lenders
plus the Total DIP Commitments, each determined as of the Petition Date; and

      (b) if an event described in clauses (b) and (c) of the definition of
"True-Up Event" occurs, a fraction the numerator of which is the sum of the
outstanding principal amount of all Pre-Petition Term Loans plus the outstanding
principal amount of all Pre-Petition Revolving Obligations of the Non-
Participating Pre-Petition Lenders, and the denominator of which is the sum of
the outstanding principal amount of all Pre-Petition Term Loans plus the
outstanding principal amount of all Pre-Petition Revolving Obligations of the
Non-Participating Pre-Petition Lenders and all Participating Pre-Petition
Revolving Lenders plus the Total DIP Extensions of Credit plus the Available
Restricted Proceeds, all determined as of the True-Up Date.

     "UCC":  the Uniform Commercial Code as in effect from time to time in the
State of New York, including after July 1, 2001.

     "Uniform Customs": the Uniform Customs and Practice for Documentary Credits
(1993 Revision), International Chamber of Commerce Publication No. 500, as the
same may be amended from time to time.

     "Value":  the lower of cost (determined in a manner acceptable to the
Collateral Agent and consistent with the Borrower's past practices) or fair
market value of Eligible Inventory.

     "Wholly Owned Subsidiary": as to any Person, any other Person all of the
Capital Stock of which (other than directors' qualifying shares required by law)
is owned by such Person directly and/or through other Wholly Owned Subsidiaries.

     "Wholly Owned Subsidiary Guarantor": any Guarantor that is a Wholly Owned
Subsidiary of the Borrower.

                                     -22-
<PAGE>

     Section 1.2.  Other Definitional Provisions.  (a)  Unless otherwise
specified therein, all terms defined in this Agreement shall have the defined
meanings when used in the other Loan Documents or any certificate or other
document made or delivered pursuant hereto or thereto.

     (b)  As used herein and in the other Loan Documents, and any certificate or
other document made or delivered pursuant hereto or thereto, accounting terms
relating to the Borrower and its Subsidiaries not defined in Section 1.1 and
accounting terms partly defined in Section 1.1, to the extent not defined, shall
have the respective meanings given to them under GAAP.

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

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

     (e)  Unless otherwise defined in this Agreement, all terms defined in the
UCC shall have the same meaning in this Agreement as is given them in the UCC.

Section 2.  Amount and Terms of DIP Commitments and Incremental DIP
            Commitments.

     Section 2.1.  DIP Commitments. (a) Subject to the terms and conditions
hereof, each Lender severally agrees to make loans ("DIP Loans") to the Borrower
from time to time during the DIP Commitment Period in an aggregate principal
amount at any one time outstanding which, when added to such Lender's DIP
Commitment Percentage of (i) the L/C Obligations then outstanding and (ii) the
aggregate principal amount of the Swing Line Loans then outstanding, does not
exceed the amount of such Lender's DIP Commitment; provided, however, that in no
event may the Total DIP Extensions of Credit ever exceed the DIP Maximum
Commitment Amount and in no event may the aggregate amount of all Borrowing Base
Obligations ever exceed the Borrowing Base. During the DIP Commitment Period the
Borrower may use the DIP Commitments by borrowing, prepaying the DIP Loans in
whole or in part, and reborrowing, all in accordance with the terms and
conditions hereof.

     (b)  The Borrower shall repay all outstanding DIP Loans on the Termination
Date.

     (c)  In the event the Borrower fails to pay interest on the Loans or L/C
Obligations or fails to pay any fee or charge due under Sections 2.6, 3.3 and
12.5 hereof or fails to reimburse the Issuing Lender for drawings under a Letter
of Credit as required by Section 3.5 hereof, in each case as and when the same
becomes due, then and in any such event the Lenders are irrevocably hereby
authorized (but not obligated unless all the Lenders so agree at their
discretion) to make a DIP Loan in the amount which has become so due and to
disburse the same in payment thereof without regard to whether a Default or
Event of Default has occurred and whether or not the conditions precedent to
borrowing hereunder have been satisfied.  Each such Loan shall be evidenced by
the Notes and shall bear interest and be payable as provided in this Agreement.

                                     -23-
<PAGE>

     (d)  If on the date a True-Up Event occurs, the Total Restricted Proceeds
exceed the Costs of Reorganization and the Additional Credit Extended Post-
Petition (such excess amount being hereinafter referred to as the "Available
Restricted Proceeds"), the Borrower shall be deemed to have requested, and the
Lenders shall make, without regard to whether the conditions precedent contained
in this Agreement are satisfied, DIP Loans in an amount equal to the True-Up
Payment Amount, the proceeds of which shall be delivered to the Pre-Petition
Agent for application to the Pre-Petition Loans held by the Non-Participating
Pre-Petition Lenders in accordance with the Financing Order.

     (e)  Subject to the terms and conditions hereof, each Incremental DIP
Lender severally agrees to make loans ("Incremental DIP Loans") to the Borrower
from time to time during the Incremental DIP Commitment Period in an aggregate
principal amount at any one time outstanding which does not exceed the amount of
such Incremental DIP Lender's Incremental DIP Commitment; provided, however,
that in no event may the aggregate outstanding principal amount of the
Incremental DIP Loans ever exceed the Incremental DIP Commitments and in no
event may the aggregate amount of all Borrowing Base Obligations ever exceed the
Borrowing Base.  During the Incremental DIP Commitment Period the Borrower may
use the Incremental DIP Commitments by borrowing, prepaying the Incremental DIP
Loans in whole or in part, and reborrowing, all in accordance with the terms and
conditions hereof.  The Borrower shall repay all outstanding Incremental DIP
Loans on the Incremental DIP Termination Date.

     Section 2.2.   Procedure for DIP Credit Borrowing and Incremental DIP
Credit Borrowings.  The Borrower may borrow under the DIP Commitments during the
DIP Commitment Period and under the Incremental DIP Commitments during the
Incremental DIP Commitment Period, in each case on any Business Day, provided
that the Borrower shall give the Administrative Agent irrevocable Notice of
Borrowing (which notice must be received by the Administrative Agent prior to
11:30 A.M., Chicago time, on the date of the requested Borrowing, specifying (i)
the amount of DIP Loans or Incremental DIP Loans to be borrowed and (ii) the
requested Borrowing Date.  Each borrowing under the DIP Commitments or
Incremental DIP Commitment shall be in an amount equal to $100,000 or a whole
multiple thereof (or, if the then aggregate Available DIP Commitments or
Available Incremental DIP Commitments are less than $100,000, such lesser
amount); provided, that the Swing Line Lender may request, on behalf of the
Borrower, borrowings under the DIP Commitments in other amounts pursuant to
Section 2.4.  Upon receipt of any such notice from the Borrower, the
Administrative Agent shall promptly notify each Lender thereof. Each Lender will
make the amount of its DIP Commitment Percentage of each borrowing under the DIP
Commitments, and each Incremental DIP Lender shall make its Incremental DIP
Commitment Percentage of each borrowing under the Incremental DIP Commitments,
available to the Administrative Agent for the account of the Borrower at the
Funding Office prior to 12:00 Noon, Chicago time, on the Borrowing Date
requested by the Borrower in funds immediately available to the Administrative
Agent.  Such borrowing will then be made available to the Borrower by the
Administrative Agent in like funds as received by the Administrative Agent as
soon as practicable, in accordance with the Administrative Agent's normal
practice, after receipt thereof from the Lenders.

     Section 2.3.   Swing Line Commitment.  (a) Subject to the terms and
conditions hereof, the Swing Line Lender agrees to make a portion of the credit
otherwise available to the Borrower under the DIP Commitments from time to time
during the DIP Commitment Period by making swing line loans ("Swing Line Loans")
to the Borrower; provided that (i) the aggregate principal amount of

                                     -24-
<PAGE>

Swing Line Loans outstanding at any time shall not exceed the Swing Line
Commitment then in effect (notwithstanding that the Swing Line Loans outstanding
at any time, when aggregated with the Swing Line Lender's outstanding DIP Loans
hereunder, may exceed the Swing Line Commitment or the Swing Line Lender's DIP
Commitment then in effect) and (ii) the Borrower shall not request, and the
Swing Line Lender shall not make, any Swing Line Loan if, after giving effect to
the making of such Swing Line Loan, the aggregate amount of the Available DIP
Commitments would be less than zero. During the DIP Commitment Period, the
Borrower may use the Swing Line Commitment by borrowing, repaying and
reborrowing, all in accordance with the terms and conditions hereof.

     (b)  The Borrower shall repay all outstanding Swing Line Loans on the
Termination Date.

     Section 2.4.  Procedure for Swing Line Borrowing; Refunding of Swing Line
Loans. (a) Whenever the Borrower desires that the Swing Line Lender make Swing
Line Loans it shall give the Swing Line Lender irrevocable telephonic notice
confirmed promptly in writing (which telephonic notice must be received by the
Swing Line Lender not later than 12:00 Noon, Chicago time, on the proposed
Borrowing Date), specifying (i) the amount to be borrowed and (ii) the requested
Borrowing Date (which shall be a Business Day during the DIP Commitment Period).
Each borrowing under the Swing Line Commitment shall be in an amount equal to
$100,000 or a whole multiple of $100,000 in excess thereof. Not later than 2:00
P.M., Chicago time, on the Borrowing Date specified in a notice in respect of
Swing Line Loans, the Swing Line Lender shall make available to the
Administrative Agent at the Funding Office an amount in immediately available
funds equal to the amount of the Swing Line Loan to be made by the Swing Line
Lender. The Administrative Agent shall make the proceeds of such Swing Line Loan
available to the Borrower on such Borrowing Date in immediately available funds.

     (b)  The Swing Line Lender, at any time and from time to time in its sole
and absolute discretion may, and, in respect of any Swing Line Loan outstanding
for five Business Days shall, on behalf of the Borrower (which hereby
irrevocably directs the Swing Line Lender to act on its behalf), on one Business
Day's notice given by the Swing Line Lender no later than 11:00 A.M., Chicago
time, request each Lender to make, and each Lender hereby agrees to make, a DIP
Loan, in an amount equal to such Lender's DIP Commitment Percentage of the
aggregate amount of the Swing Line Loans (the "Refunded Swing Line Loans")
outstanding on the date of such notice, to repay the Swing Line Lender.  Each
Lender shall make the amount of such DIP Loan available to the Administrative
Agent at the Funding Office in immediately available funds, not later than 9:00
A.M., Chicago time, one Business Day after the date of such notice.  The
proceeds of such DIP Loans shall be immediately applied by the Swing Line Lender
to repay the Refunded Swing Line Loans.

     (c)  If prior to the time a DIP Loan would have otherwise been made
pursuant to Section 2.4(b), for any reason, as determined by the Swing Line
Lender in its sole discretion, DIP Loans may not be made as contemplated by
Section 2.4(b), each DIP Lender shall, on the date such DIP Loan was to have
been made pursuant to the notice referred to in Section 2.4(b) (the "Refunding
Date"), purchase for cash an undivided participating interest in an amount equal
to (i) its DIP Commitment Percentage times (ii) the aggregate principal amount
of Swing Line Loans then outstanding which were to have been repaid with such
DIP Loans (the "Swing Line Participation Amount").

                                     -25-
<PAGE>

     (d)  Whenever, at any time after the Swing Line Lender has received from
any Lender such Lender's Swing Line Participation Amount, the Swing Line Lender
receives any payment on account of the Swing Line Loans, the Swing Line Lender
will distribute to such Lender its Swing Line Participation Amount
(appropriately adjusted, in the case of interest payments, to reflect the period
of time during which such Lender's participating interest was outstanding and
funded and, in the case of principal and interest payments, to reflect such
Lender's pro rata portion of such payment if such payment is not sufficient to
pay the principal of and interest on all Swing Line Loans then due); provided,
however, that in the event that such payment received by the Swing Line Lender
is required to be returned, such DIP Lender will return to the Swing Line Lender
any portion thereof previously distributed to it by the Swing Line Lender.

     (e)  Each Lender's obligation to make the DIP Loans referred to in Section
2.4(b) and to purchase participating interests pursuant to Section 2.4(c) shall
be absolute and unconditional and shall not be affected by any circumstance,
including, without limitation, (i) any setoff, counterclaim, recoupment, defense
or other right which such Lender or the Borrower may have against the Swing Line
Lender, the Borrower or any other Person for any reason whatsoever; (ii) the
occurrence or continuance of a Default or an Event of Default or the failure to
satisfy any of the other conditions specified in Section 5; (iii) any adverse
change in the condition (financial or otherwise) of the Borrower; (iv) any
breach of this Agreement or any other Loan Document by the Borrower, any other
Loan Party or any other Lender; or (v) any other circumstance, happening or
event whatsoever, whether or not similar to any of the foregoing.

     Section 2.5.  Repayment of Loans; Evidence of Debt.  (a) The Borrower
hereby unconditionally promises to pay to the Administrative Agent for the
account of the appropriate Lender, (i) the then unpaid principal amount of each
DIP Loan of such Lender on the Termination Date (or such earlier date on which
the Loans become due and payable pursuant to Section 9), (ii) the then unpaid
principal amount of each Swing Line Loan of such Swing Line Lender on the
Termination Date (or such earlier date on which the Loans become due and payable
pursuant to Section 9), and (iii) the unpaid principal amount of each
Incremental DIP Loan of such Lender on the Incremental DIP Termination Date (or
such earlier date on which the Loans become due and payable pursuant to Section
9).  The Borrower hereby further agrees to pay interest on the unpaid principal
amount of the Loans from time to time outstanding from the date hereof until
payment in full thereof at the rates per annum, and on the dates, set forth in
Section 2.10.  Payments received by the Administrative Agent after 2:00 P.M.
Chicago time shall be deemed received on the next succeeding Business Day.

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

     (c)  The Administrative Agent, on behalf of the Borrower, shall maintain
the Register pursuant to Section 12.6(d), and a subaccount therein for each
Lender, in which shall be recorded (i) the amount of each Loan made hereunder
and any Note evidencing such Loan, (ii) the amount of any principal or interest
due and payable or to become due and payable from the Borrower to each Lender
hereunder and (iii) both the amount of any sum received by the Administrative
Agent hereunder from the Borrower and each Lender's share thereof.

                                     -26-
<PAGE>

     (d)  The entries made in the Register and the accounts of each Lender
maintained pursuant to Section 2.5(c) shall, absent manifest error and to the
extent permitted by applicable law, be prima facie evidence of the existence and
amounts of the obligations of the Borrower therein recorded; provided, however,
that the failure of any Lender or the Administrative Agent to maintain the
Register or any such account, or any error therein, shall not in any manner
affect the obligation of the Borrower to repay (with applicable interest) the
Loans made to the Borrower by such Lender in accordance with the terms of this
Agreement.

     (e)  The Borrower agrees to execute and deliver to each Lender a promissory
note of the Borrower evidencing any DIP Loans, Swing Line Loans or Incremental
DIP Loans, as the case may be, made by such Lender, substantially in the forms
of Exhibit G-1, G-2 or G-3, respectively, with appropriate insertions as to date
and principal amount.

     Section 2.6.   DIP Commitment Fees, Etc. (a) The Borrower agrees to pay to
the Administrative Agent for the ratable account of the Lenders, a commitment
fee for the period from and including the Closing Date to the last day of the
DIP Commitment Period, computed at the rate per annum of sixty-five one-
hundredths of one percent (0.65%) on the average daily amount of the Available
DIP Commitments, during the period for which payment is made, payable monthly in
arrears on the last day of each month, commencing January 31, 2001, and on the
Termination Date.

     (b)  The Borrower agrees to pay to the Administrative Agent for the ratable
account of the Incremental DIP Lenders, a commitment fee for the period from and
including the Closing Date to the last day of the Incremental DIP Commitment
Period, computed at the rate per annum of sixty-five one-hundredths of one
percent (0.65%) on the average daily amount of the Available Incremental DIP
Commitments, during the period for which payment is made, payable monthly in
arrears on the last day of each month, commencing January 31, 2001, and on the
Incremental DIP Termination Date.

     (c)  The Borrower agrees to pay to the Administrative Agent the fees in the
amounts and on the dates from time to time agreed to in writing by the Borrower
and the Administrative Agent.

     (d)  The Borrower agrees to pay to the Administrative Agent (i) for the
ratable account of the Lenders a facility fee in an amount equal to one percent
(1%) of the DIP Maximum Commitment Amount on the Closing Date, and (ii) for the
ratable account of the Incremental DIP Lenders a facility fee in an amount equal
to one percent (1%) of the Incremental DIP Commitments on the Closing Date, each
of which fees shall be payable on the date the Interim Financing Order is
entered by the Bankruptcy Court.

     Section 2.7.   Termination or Reduction of Total DIP Commitments and Total
Incremental DIP Commitments. The Borrower shall have the right, upon not less
than two Business Days' notice to the Administrative Agent, to terminate the
DIP Credit Facility or the Total Incremental DIP Commitments or, from time to
time, to reduce the amount of the Total DIP Commitments or the Total Incremental
DIP Commitments; provided that no such termination of the DIP Credit Facility or
reduction of Total DIP Commitments shall be permitted at any time the
Incremental DIP Commitments are in effect or if, after giving effect thereto and
to any prepayments of the DIP Loans and Swing Line Loans made on the effective
date thereof, the Total DIP Extensions of Credit would exceed the DIP Maximum
Commitment Amount; and provided further that no such termination or

                                     -27-
<PAGE>

reduction of the Total Incremental DIP Commitments shall be permitted if, after
giving effect thereto, and to any prepayment of Incremental DIP Loans made on
the effective-date thereof, the aggregate principal amount of all outstanding
Incremental DIP Loans would exceed the Total Incremental DIP Commitments. Any
such reduction shall be in an amount equal to $5,000,000, or a whole multiple
thereof, and shall reduce permanently the Total DIP Commitments or the Total
Incremental DIP Commitments, as the case may be, then in effect.

     Section 2.8.   Optional Prepayments.  The Borrower may at any time and
from time to time prepay the Loans, in whole or in part, without premium or
penalty, upon irrevocable notice delivered to the Administrative Agent, which
notice shall specify the date and amount of prepayment.  Upon receipt of any
such notice the Administrative Agent shall promptly notify each Lender thereof.
If any such notice is given, the amount specified in such notice shall be due
and payable on the date specified therein, together with (except in the case of
Swing Line Loans) accrued interest to such date on the amount prepaid.  Partial
prepayments of DIP Loans and Incremental DIP Loans, shall be in an aggregate
principal amount of $1,000,000 or a whole multiple thereof.  Partial prepayments
of Swing Line Loans shall be in an aggregate principal amount of $100,000 or a
whole multiple thereof.  All partial prepayments shall be applied first to
outstanding Incremental DIP Loans until they have been fully paid then to all
other Loans.

     Section 2.9.   Mandatory Prepayments and DIP Commitment Reductions.
(a) Maximum DIP Commitments.  In the event (i) the Total DIP Extensions of
Credit shall ever exceed the DIP Maximum Commitment Amount or (ii) the aggregate
outstanding amount of all Borrowing Base Obligations shall ever exceed the
Borrowing Base, or (iii) the aggregate outstanding principal amount of all
Incremental DIP Loans shall ever exceed the Total Incremental DIP Commitments,
the Borrower shall immediately without notice or demand therefor from any of the
Lenders prepay the amount of such excess.  Each such prepayment shall be applied
against the Loans and Reimbursement Obligations.  Any amounts so held which are
not used to repay the Post-Petition Obligations shall, after repayment of all
the Post-Petition Obligations, be subject to order of the Bankruptcy Court.

     (b)  As a Result of Certain Asset Sales.  Unless the Required Lenders elect
to apply such Net Cash Proceeds as provided in Section 2.9(g) hereof, in the
event of any Disposition (whether voluntary or involuntary) outside the ordinary
course of business (including without limitation any bulk sale or sale by
auction or liquidator), of any Property of the Borrower or any of its
Subsidiaries that results in Net Cash Proceeds in excess of $100,000 in each
case occurring prior to the Termination Date, (x) before March 31, 2001, the
Borrower shall hold all such amounts as Cash Collateral, and (y) on and after
March 31, 2001, the Borrower shall apply 85% of the Net Cash Proceeds derived
from or otherwise on account of such Disposition (such Net Cash Proceeds being
herein referred to as the "Restricted Asset Sale Proceeds")  within one day of
their receipt by the Borrower or any Subsidiary as follows:

            (i)     First, to the prepayment of outstanding Incremental DIP
     Loans until all Incremental DIP Loans shall be fully paid and satisfied;

            (ii)    Second, to the prepayment of other outstanding Loans and
     Reimbursement Obligations until all other Loans and Reimbursement
     Obligations shall be fully paid and satisfied;

                                     -28-
<PAGE>

            (iii)  Third, to the payment of the Pre-Petition Revolving Loans
     held by the Participating Pre-Petition Revolving Lenders and the Pre-
     Petition Reimbursement Obligations to the extent (and for the account) of
     the Participating Pre-Petition Revolving Lenders' participation (or direct)
     interest therein, until all Pre-Petition Revolving Loans held by the
     Participating Pre-Petition Revolving Lenders and Pre-Petition Reimbursement
     Obligations have been fully paid and satisfied; and

            (iv)    Fourth, as the Financing Order shall provide if then in
     effect and otherwise as shall be determined by the Bankruptcy Court.

     Nothing herein contained shall in any manner impair or otherwise affect the
prohibitions against the Disposition of Collateral contained herein and in the
Loan Documents, any requirement that the Bankruptcy Court approve such
Disposition or the right of the Lenders or the Pre-Petition Lenders to object to
such Disposition.

     (c)  As a Result of Recovery Events.  Unless the Required Lenders elect to
apply such Net Cash Proceeds as provided in Section 2.9(g) hereof, in the event
of any Recovery Event prior to the Termination Date, (x) before March 31, 2001,
the Borrower shall hold all such amounts as Cash Collateral, and (y) on and
after March 31, 2001, the Borrower shall apply the Net Cash Proceeds derived
from or otherwise on account of such Recovery Event ("Recovery Event Proceeds")
within one day of their receipt by the Borrower or any Subsidiary as follows:

            (i)     First, to the prepayment of outstanding Incremental DIP
     Loans until all Incremental DIP Loans shall be fully paid and satisfied;

            (ii)    Second, to the prepayment of outstanding all other Loans and
     Reimbursement Obligations until all other Loans and Reimbursement
     Obligations shall be fully paid and satisfied;

            (iii)   Third, to the payment of the Pre-Petition Revolving Loans
     held by the Participating Pre-Petition Revolving Lenders and the Pre-
     Petition Reimbursement Obligations to the extent (and for the account) of
     the Participating Pre-Petition Revolving Lenders' participation (or direct)
     interest therein, until all Pre-Petition Revolving Loans held by the
     Participating Pre-Petition Revolving Lenders and Pre-Petition Reimbursement
     Obligations have been fully paid and satisfied; and

            (iv)    Fourth, as the Financing Order shall provide if then in
     effect and otherwise as shall be determined by the Bankruptcy Court.

     Notwithstanding the foregoing, at any time prior to the Collateral Agent's
receipt of any Recovery Event Proceeds the Borrower may request that the
Collateral Agent release such Recovery Event Proceeds to replace, repair or
restore the affected Collateral.  The Collateral Agent shall release any
Recovery Event Proceeds to the relevant Debtor for replacement or restoration of
the portion of the Collateral lost, damaged or destroyed if, but only if, (A) at
the time of release no Default or Event of Default exists hereunder, (B) written
application for such release is received from the relevant Debtor before the
Collateral Agent's receipt of such Recovery Event Proceeds, and (C) the
Collateral Agent has received evidence reasonably satisfactory to it with the
Collateral lost,

                                     -29-
<PAGE>

damaged or destroyed has been or will be replaced or restored to its condition
immediately prior to the Recovery Event giving rise to the payment of such
Recovery Event Proceeds. All insurance proceeds shall be subject to the security
interest of the Collateral Agent hereunder.

     (d)  Payments out of Cash Collateral.  Prior to the Termination Date, all
proceeds of the inventory and proceeds of the accounts receivable of the
Debtors, subject to the terms and conditions of the Receivables Securitization
Program, and all Cash Collateral generated in the ordinary course of the
Debtors' businesses (other than amounts subject to Sections 2.9(b) and (c)
hereof) shall be deposited in the restricted accounts referred to in Section 8.3
hereof and applied daily as follows:

          (i)    First, to the payment of expenses set forth in the Budget in
     the amounts and at the times set forth in the Budget;

          (ii)   Second, to the costs, fees and expenses of the Agents and the
     Lenders (including without limitation the fees and expenses of its counsel
     and other professionals and previous employed or retained by the Agents);

          (iii)  Third, to the prepayment of Incremental DIP Loans until all
     Incremental DIP Loans shall be fully paid (but without any reduction in the
     Incremental DIP Commitments resulting from such prepayments);

          (iv)   Fourth, to the prepayment of all other Loans and Reimbursement
     Obligations hereunder until all Loans and Reimbursement Obligations shall
     be fully paid (but without any reduction in the DIP Commitments resulting
     from such prepayments);

          (v)     Fifth, to the prepayment of the Pre-Petition Revolving Loans
     and Pre-Petition Reimbursement Obligations made by the Participating Pre-
     Petition Revolving Lenders ratably in accordance with their terms until all
     such Pre-Petition Revolving Loans and Pre-Petition Reimbursement
     Obligations shall be fully paid; and

          (vi)    Sixth, as the Financing Order shall provide if then in effect
     and otherwise as shall be determined by the Bankruptcy Court.

The Collateral Agent shall make such application against the Obligations once
each Business Day upon request of the Borrower received not later than 11:00
a.m. (Chicago time) on such day.

     (e)  Payments after the Termination Date.  Anything contained herein to the
contrary notwithstanding but subject to the terms and conditions of the
Receivables Securitization Program, after the Termination Date all payments and
collections received in respect of the Obligations and all proceeds of the
Collateral (including Restricted Asset Sale Proceeds and Recovery Event
Proceeds) and all Cash Collateral shall be remitted to the Collateral Agent and
distributed as follows:

            (i)   first, to the payment of all costs and expenses incurred by
     the Agents and the Lenders of a character which the Borrower has agreed to
     pay under Section 12.5 hereof, including without limitation any reasonable
     costs and expenses incurred by the Collateral Agent in monitoring,
     verifying, protecting, preserving or enforcing the Liens on the Collateral
     or in protecting, preserving or enforcing rights under the Loan Documents
     (such funds to be

                                     -30-
<PAGE>

     retained by the Collateral Agent for its own account unless it has
     previously been reimbursed for such costs and expenses by the Lenders, in
     which event such amounts shall be remitted to the Lenders to reimburse them
     for payments previously made to the Collateral Agent);

            (ii)  second, to the payment of all outstanding Incremental DIP
     Loans until all such amounts are fully paid;

            (iii) third, to the payment of all other outstanding Loans and
     Reimbursement Obligations and to all amounts owing under Interest Rate
     Protection Agreements until all such amounts are fully paid, then to be
     held as collateral for all outstanding Letters of Credit issued under the
     DIP Credit Facility;

            (iv)  fourth, to the payment of all other outstanding Post-Petition
     Obligations until all such amounts are fully paid;

            (v)   fifth, to the Pre-Petition Obligations, and to collateralize
     any letters of credit issued under the Pre-Petition Credit Agreement, until
     all such Pre-Petition Obligations shall be fully paid and all such letters
     of credit shall be fully collateralized; and

            (vi)  sixth, as shall be determined by the Bankruptcy Court.

      (f) Termination of Commitments Upon True-Up.  The Commitments shall
automatically terminate in whole upon the funding of the DIP Loans pursuant to
Section 2.1(d) hereof.

      (g) At the Election of the Required Lenders.  In lieu of applying
Restricted Asset Sale Proceeds and Recovery Event Proceeds as provided in
Sections 2.9(b) and (c) hereof, the Required Lenders may elect at any time after
March 31, 2001, to apply such amounts as follows:

            (i)   first, to the payment of all outstanding Incremental DIP
     Loans, until all DIP Loans are fully paid (but without any reduction in the
     Incremental DIP Commitments resulting from such prepayments); and

            (ii)  Second, (A) to the Lenders hereunder, a percentage of such
     amount determined by dividing (x) the aggregate amount of the Pre-Petition
     Revolving Obligations of the Participating Pre-Petition Revolving Lenders
     plus the Total DIP Commitments, by (y) the sum (the "Common Denominator")
     of the outstanding principal amount of all Pre-Petition Term Loans plus the
     aggregate outstanding principal amount of all Pre-Petition Revolving
     Obligations of the Non-Participating Pre-Petition Lenders plus the
     aggregate amount of the Pre-Petition Revolving Obligations of the
     Participating Pre-Petition Revolving Lenders plus the Total DIP
     Commitments, each determined as of the Petition Date; and

            (B)   to the Non-Participating Pre-Petition Lenders, a percentage of
     such amount determined by dividing (x) the outstanding principal amount of
     all Pre-Petition Term Loans and all Pre-Petition Revolving Obligations of
     the Non-Participating Pre-Petition Lenders, by (y) the Common Denominator.

                                     -31-
<PAGE>

     Section 2.10.  Interest Rates and Payment Dates. (a) Each Loan shall bear
interest on the unpaid principal amount thereof from the date such Loan is made
until maturity (whether by acceleration or otherwise) at the fluctuating rate
per annum equal to the Base Rate plus the Applicable Margin.

          (b)  (i)  Upon the occurrence of an Event of Default and at the
election of the Required Lenders, all outstanding Loans and Reimbursement
Obligations shall bear interest at a rate per annum which is equal to the rate
that would otherwise be applicable to the Loans pursuant to the foregoing
provisions of this Section 2.10 plus two percent (2%) from the date such Event
of Default occurred until it is cured or waived by the Required Lenders or until
all Post-Petition Obligations are paid in full (as well after as before
judgment).

          (c)       Interest shall be payable monthly in arrears on the last day
of each month commencing January 31, 2001, provided that interest accruing
pursuant to paragraph (b) of this Section 2.10 shall be payable from time to
time on demand.

     Section 2.11.  Computation of Interest and Fees. (a) Interest, fees and
commissions payable pursuant hereto shall be calculated on the basis of a 365-
(or 366-, as the case may be) day year for the actual days elapsed.

          (b)       Each determination of an interest rate by the Administrative
Agent pursuant to any provision of this Agreement shall be conclusive and
binding on the Borrower and the Lenders in the absence of manifest error.

     Section 2.12.  Pro Rata Treatment and Payments. (a) Each borrowing by the
Borrower from the Lenders under the DIP Credit Facility, each payment by the
Borrower on account of any commitment fee relating to the DIP Commitments and
any reduction of the DIP Commitments of the Lenders shall be made pro rata
according to the DIP Commitment Percentages of the Lenders, and each borrowing
by the Borrower from the Incremental DIP Lenders under the Incremental DIP
Commitments, each payment by the Borrower on account of any commitment fee
relating to the Incremental DIP Commitments and any reduction in the Incremental
DIP Commitments of the Incremental DIP Lenders shall be made pro rata according
to the Incremental DIP Commitment Percentage of the Incremental DIP Lenders.

          (b)       Each payment (including each prepayment) by the Borrower on
account of principal of and interest on the DIP Loans shall be made pro rata
according to the respective outstanding principal amounts of the DIP Loans then
held by the Lenders and each payment (including each prepayment) by the Borrower
on account of principal of and interest on the Incremental DIP Loans shall made
pro rata according to the respective outstanding principal amounts of the
Incremental DIP Loans then held by the Incremental DIP Lenders.

          (c)       All payments (including prepayments) to be made by the
Borrower hereunder, whether on account of principal, interest, fees or
otherwise, shall be made without setoff or counterclaim and shall be made prior
to 11:00 A.M., Chicago time, on the due date thereof to the Administrative
Agent, for the pro rata account of the Lenders, at the Payment Office, in
Dollars and in immediately available funds. The Administrative Agent shall
distribute such payments to the Lenders entitled thereto promptly upon receipt
in like funds as received. If any payment hereunder becomes due and

                                     -32-
<PAGE>

payable on a day other than a Business Day, such payment shall be extended to
the next succeeding Business Day. In the case of any extension of any payment of
principal pursuant to the preceding sentence, interest thereon shall be payable
at the then applicable rate during such extension.

      (d) Unless the Administrative Agent shall have been notified in writing by
any Lender prior to a borrowing that such Lender will not make the amount that
would constitute its share of such borrowing available to the Administrative
Agent, the Administrative Agent may assume that such Lender is making such
amount available to the Administrative Agent, and the Administrative Agent may,
in reliance upon such assumption, make available to the Borrower a corresponding
amount.  If such amount is not made available to the Administrative Agent by the
required time on the Borrowing Date therefor, such Lender shall pay to the
Administrative Agent, on demand, such amount with interest thereon at a rate
equal to the daily average Federal Funds Effective Rate for the period until
such Lender makes such amount immediately available to the Administrative Agent.
A certificate of the Administrative Agent submitted to any Lender with respect
to any amounts owing under this Section 2.12(d) shall be conclusive in the
absence of manifest error.  If such Lender's share of such borrowing is not made
available to the Administrative Agent by such Lender within three Business Days
of such Borrowing Date, the Administrative Agent shall also be entitled to
recover such amount with interest thereon at the rate per annum applicable to
the DIP Loans, on demand, from the Borrower.

      (e) Unless the Administrative Agent shall have been notified in writing by
the Borrower prior to the date of any payment being made hereunder that the
Borrower will not make such payment to the Administrative Agent, the
Administrative Agent may assume that the Borrower is making such payment, and
the Administrative Agent may, but shall not be required to, in reliance upon
such assumption, make available to the Lenders their respective pro rata shares
of a corresponding amount.  If such payment is not made to the Administrative
Agent by the Borrower  within three Business Days of such required date, the
Administrative Agent shall be entitled to recover, on demand, from each Lender
to which any amount which was made available pursuant to the preceding sentence,
such amount with interest thereon at the rate per annum equal to the daily
average Federal Funds Effective Rate.  Nothing herein shall be deemed to limit
the rights of the Administrative Agent or any Lender against the Borrower.

      (f) Anything to the contrary contained in this Agreement notwithstanding,
all payments (including prepayments) of Loans and Reimbursement Obligations,
whether for principal or interest and before as well as after the occurrence of
any Default or Event of Default or the maturity of the Loans, and all
collections from any source whatsoever shall be applied first to the principal
and interest on the Incremental DIP Loans until all principal of and interest on
the Incremental DIP Loans shall be paid in full, and then to any other Post-
Petition Obligations.

   Section 2.13.  Requirements of Law. (a) If the adoption of or any change in
any Requirement of Law or in the interpretation or application thereof or
compliance by any Lender with any request or directive (whether or not having
the force of law) from any central bank or other Governmental Authority in all
cases made subsequent to the date hereof:

               (i) shall subject any Lender to any tax of any kind whatsoever
     with respect to this Agreement, any Letter of Credit or any Application, or
     change the basis of taxation of

                                     -33-
<PAGE>

          payments to such Lender in respect thereof (except for Non-Excluded
          Taxes covered by Section 2.14 and changes in the rate of tax on the
          overall net income of such Lender); or

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

and the result of any of the foregoing is to increase the cost to such Lender,
by an amount which such Lender deems to be material, issuing or participating in
Letters of Credit, or to reduce any amount receivable hereunder in respect
thereof, then, in any such case, the Borrower shall promptly pay such Lender,
upon its demand, any additional amounts necessary to compensate such Lender for
such increased cost or reduced amount receivable.  If any Lender becomes
entitled to claim any additional amounts pursuant to this Section 2.13, it shall
promptly notify the Borrower (with a copy to the Administrative Agent) of the
event by reason of which it has become so entitled.

          (b)  If any Lender shall have determined that the adoption of or any
change in any Requirement of Law regarding capital adequacy or in the
interpretation or application thereof or compliance by such Lender or any
corporation controlling such Lender with any request or directive regarding
capital adequacy (whether or not having the force of law) from any Governmental
Authority in all cases made subsequent to the date hereof shall have the effect
of reducing the rate of return on such Lender's or such corporation's capital as
a consequence of its obligations hereunder or under or in respect of any Letter
of Credit to a level below that which such Lender or such corporation could have
achieved but for such adoption, change or compliance (taking into consideration
such Lender's or such corporation's policies with respect to capital adequacy)
by an amount deemed by such Lender to be material, then from time to time, after
submission by such Lender to the Borrower (with a copy to the Administrative
Agent) of a written request therefor, the Borrower shall promptly pay to such
Lender such additional amount or amounts as will compensate such Lender for such
reduction.

          (c)  A certificate as to any additional amounts payable pursuant to
this Section 2.13 shall be submitted by the relevant Lender to the Borrower
(with a copy to the Administrative Agent) and shall set forth in detail the
reason for such compensation together with a computation of the amount claimed
shall be conclusive in the absence of manifest error. The obligations of the
Borrower pursuant to this Section 2.13 shall survive the termination of this
Agreement and the payment of the Loans and all other amounts payable hereunder
for a period of one year.

     Section 2.14.  Taxes. (a) All payments made by the Borrower under this
Agreement shall be made free and clear of, and without deduction or withholding
for or on account of, any present or future income, stamp or other taxes,
levies, imposts, duties, charges, fees, deductions or withholdings, now or
hereafter imposed, levied, collected, withheld or assessed by any Governmental
Authority, excluding net income taxes and franchise taxes (imposed in lieu of
net income taxes) imposed on any Agent or any Lender as a result of a present or
former connection between such Agent or such Lender and the jurisdiction of the
Governmental Authority imposing such tax or any political subdivision or taxing
authority thereof or therein (other than any such connection arising solely from
such Agent or such Lender having executed, delivered or performed its
obligations or received a payment under, or enforced, this Agreement or any
other Loan Document). If any such non-excluded taxes, levies, imposts, duties,
charges, fees, deductions or withholdings ("Non-Excluded Taxes") or Other Taxes
are required to be withheld from any amounts payable to any Agent or any Lender
hereunder, the amounts so payable to such Agent or such Lender shall be

                                     -34-
<PAGE>

increased to the extent necessary to yield to such Agent or such Lender (after
payment of all Non-Excluded Taxes and Other Taxes) interest or any such other
amounts payable hereunder at the rates or in the amounts specified in this
Agreement, provided, however, that the Borrower shall not be required to
increase any such amounts payable to any Lender with respect to any Non-Excluded
Taxes (i) that are attributable to such Lender's failure to comply with the
requirements of paragraph (d) or (e) of this subsection or (ii) that are United
States withholding taxes imposed on amounts payable to such Lender at the time
the Lender becomes a party to this Agreement, except to the extent that such
Lender's assignor (if any) was entitled, at the time of assignment, to receive
additional amounts from the Borrower with respect to such Non-Excluded Taxes
pursuant to Section 2.14(a).

      (b) In addition, the Borrower shall pay any Other Taxes to the relevant
Governmental Authority in accordance with applicable law upon receipt of a
written request complying with Section 2.13(c).

      (c) Whenever any Non-Excluded Taxes or Other Taxes are payable by the
Borrower, as promptly as possible thereafter the Borrower shall send to the
Administrative Agent for the account of the relevant Agent or Lender, as the
case may be, a certified copy of an original official receipt received by the
Borrower showing payment thereof.  If the Borrower fails to pay any Non-Excluded
Taxes or Other Taxes when due to the appropriate taxing authority or fails to
remit to the Agents the required receipts or other required documentary
evidence, the Borrower shall indemnify the Administrative Agent and the Lenders
for any incremental taxes, interest or penalties that may become payable by any
Agent or any Lender as a result of any such failure.  The agreements in this
Section 2.14 shall survive the termination of this Agreement and the payment of
the Loans and all other amounts payable hereunder for a period of one year.

      (d) Each Lender (or Transferee) that is not a citizen or resident of the
United States of America, a corporation, partnership or other entity created or
organized in or under the laws of the United States of America (or any
jurisdiction thereof), or any estate or trust that is subject to federal income
taxation regardless of the source of its income (a "Non-U.S. Lender") shall
deliver to the Borrower and the Administrative Agent (or, in the case of a
Participant, to the Lender from which the related participation shall have been
purchased) two copies of either U.S. Internal Revenue Service Form W-8BEN or
Form W-8ECI, or, in the case of a Non-U.S. Lender claiming exemption from U.S.
federal withholding tax under Section 871(h) or 881(c) of the Code with respect
to payments of "portfolio interest" a statement substantially in the form of
Exhibit H and a Form W-8, or any subsequent versions thereof or successors
thereto properly completed and duly executed by such Non-U.S. Lender claiming
complete exemption from, or a reduced rate of, U.S. federal withholding tax on
all payments by the Borrower under this Agreement and the other Loan Documents.
Such forms shall be delivered by each Non-U.S. Lender on or before the date it
becomes a party to this Agreement (or, in the case of any Participant, on or
before the date such Participant purchases the related participation).  In
addition, each Non-U.S. Lender shall deliver such forms promptly upon the
obsolescence or invalidity of any form previously delivered by such Non-U.S.
Lender.  Each Non-U.S. Lender shall promptly notify the Borrower at any time it
determines that it is no longer in a position to provide any previously
delivered certificate to the Borrower (or any other form of certification
adopted by the U.S. taxing authorities for such purpose).  Notwithstanding any
other provision of this Section 2.14(d), a Non-U.S. Lender shall not be required
to deliver any form pursuant to this Section 2.14(d) that such Non-U.S. Lender
is not legally able to deliver.

                                     -35-
<PAGE>

          (e)  A Lender that is entitled to an exemption from or reduction of
non-U.S. withholding tax under the law of the jurisdiction in which the Borrower
is located, or any treaty to which such jurisdiction is a party, with respect to
payments under this Agreement shall deliver to the Borrower (with a copy to the
Administrative Agent), at the time or times prescribed by applicable law or
reasonably requested by the Borrower, such properly completed and executed
documentation prescribed by applicable law as will permit such payments to be
made without withholding or at a reduced rate, provided that such Lender is
legally entitled to complete, execute and deliver such documentation and in such
Lender's reasonable judgment such completion, execution or submission would not
materially prejudice the legal position of such Lender.

     Section 2.15.  Indemnity. The Borrower agrees to indemnify each Lender and
to hold each Lender harmless from any loss or expense which such Lender may
sustain or incur as a consequence of default by the Borrower in making any
prepayment after the Borrower has given a notice thereof in accordance with the
provisions of this Agreement. A certificate as to any amounts payable pursuant
to this Section 2.15 submitted to the Borrower by any Lender and shall set forth
in detail the reason for such compensation together with a computation of the
amount claimed shall be conclusive in the absence of manifest error. This
covenant shall survive the termination of this Agreement and the payment of the
Loans and all other amounts payable hereunder.

     Section 2.16.  Change of Lending Office; Claims Certificate. (a) Each
Lender agrees that, upon the occurrence of any event giving rise to the
operation of Section 2.13 or 2.14(a) with respect to such Lender, it will, if
requested by the Borrower, use reasonable efforts (subject to overall policy
considerations of such Lender) to designate another lending office for any Loans
affected by such event with the object of avoiding the consequences of such
event; provided that such designation is made on terms that, in the sole
judgment of such Lender, cause such Lender and its lending office(s) to suffer
no economic, legal or regulatory disadvantage, and provided, further, that
nothing in this Section 2.16 shall affect or postpone any of the obligations of
the Borrower or the rights of any Lender pursuant to Section 2.13 or 2.14(a).

          (b)  In the event any Lender gives a notice to the Borrower pursuant
to Section 2.13, or is unable to deliver the forms as required by Section
2.14(d), or with respect to whom the Borrower is required to pay additional
amounts pursuant to Section 2.14, the Borrower may give notice in response, with
copies to the Administrative Agent, that it wishes to seek one or more financial
institutions to replace such Lender in accordance with the provisions set forth
in Section 12.6. Each Lender giving such a notice agrees that, at the request of
the Borrower, it will assign all of its interests thereunder and under the Notes
and the DIP Commitment to a designated Assignee for the full amount then owing
to it, all in accordance with Section 12.6. Thereafter, said assignee shall have
all of the rights hereunder and obligations of the assigning Lender (except as
otherwise expressly set forth herein) and such Lender shall have no further
obligations to the Borrower hereunder.

          (c)  Any notice given pursuant to this Section 2.16 shall be deemed to
contain a representation by the Lender issuing such notice that: (i) such Lender
has used reasonable efforts to minimize said costs or charges but cannot, in its
sole judgment, do so at reasonable expense, and (ii) the increased costs and
charges are common to substantially all of the comparable loan customers of such
Lender and are not unique to the Borrower.

                                     -36-
<PAGE>

     Section 2.17.  Provisional Nature of Applications. Anything contained in
Section 2.9 or elsewhere in this Agreement to the contrary notwithstanding, the
Lenders acknowledge and agree that all applications of the proceeds of the
Collateral to the Pre-Petition Obligations are provisional until such time as
the Bankruptcy Court determines that the Pre-Petition Lenders are entitled
thereto. In the event that the application of proceeds of the Collateral to the
Pre-Petition Obligations, or any portion thereof, is determined by a court of
competent jurisdiction to be inappropriate for any reason, then all amounts so
applied shall be deemed to have been applied to Post-Petition Obligations in a
manner consistent with Sections 2.9(d)(ii) and (iii) hereof and to all costs and
expenses of the Agents and the Lenders associated with the preparation of and
execution of this Agreement and the Loan Documents and the collection after the
Petition Date of the Post-Petition Obligations. Nothing contained in this
Section shall alter the respective rights of the Pre-Petition Lenders, the
Participating Pre-Petition Revolving Lenders and the Lenders as between
themselves for their purposes (but not with respect to the Debtors) to the
applications of payments in the order and amounts set forth in Section 2.9
notwithstanding any subsequent determination by a court.

Section 3.     Letters of Credit.

     Section 3.1.   L/C Commitment. (a) Subject to the terms and conditions
hereof, the Issuing Lender, in reliance on the agreements of the other Lenders
set forth in Section 3.4(a), agrees to issue letters of credit ("Letters of
Credit") for the account of the Borrower on any Business Day during the DIP
Commitment Period in such form as may be approved from time to time by the
Issuing Lender; provided that the Issuing Lender shall have no obligation to
issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C
Obligations would exceed the L/C Commitment or (ii) the aggregate amount of the
Available DIP Commitments would be less than zero. Each Letter of Credit shall
(i) be denominated in Dollars and (ii) expire no later than the earlier of (x)
the six month anniversary of its date of issuance and (y) August 31, 2001. If
any Letter of Credit expires after August 31, 2001, the Borrower shall deliver
on that date cash in an amount equal to the maximum amount available to be drawn
under all such Letters of Credit to the Collateral Agent without notice or
demand therefor, which cash shall be held as Cash Collateral for the Post-
Petition Obligations. Any amounts so paid which are not used to repay the Post-
Petition Obligations shall, after the expiration of all such Letters of Credit
and the payment of all Post-Petition Obligations, be Cash Collateral subject to
the Financing Order (if in effect) and otherwise as the Bankruptcy Court shall
determine.

          (b)  Each Letter of Credit shall be subject to the Uniform Customs
and, to the extent not inconsistent therewith, the laws of the State of New
York.

          (c)  The Issuing Lender shall not at any time be obligated to issue
any Letter of Credit hereunder if such issuance would conflict with, or cause
the Issuing Lender or any L/C Participant to exceed any limits imposed by, any
applicable Requirement of Law.

     Section 3.2.   Procedure for Issuance of Letter of Credit.  The Borrower
may from time to time request that the Issuing Lender issue a Letter of Credit
by delivering to the Issuing Lender at its address for notices specified herein
an Application therefor, completed to the satisfaction of the Issuing Lender,
and such other certificates, documents and other papers and information as the
Issuing Lender may request. Upon receipt of any Application, the Issuing Lender
will process such Application and the certificates, documents and other papers
and information delivered to it in

                                     -37-
<PAGE>

connection therewith in accordance with its customary procedures and shall
promptly issue the Letter of Credit requested thereby (but in no event shall the
Issuing Lender be required to issue any Letter of Credit earlier than three
Business Days after its receipt of the Application therefor and all such other
certificates, documents and other papers and information relating thereto) by
issuing the original of such Letter of Credit to the beneficiary thereof or as
otherwise may be agreed to by the Issuing Lender and the Borrower. The Issuing
Lender shall furnish a copy of such Letter of Credit to the Borrower promptly
following the issuance thereof. The Issuing Lender shall promptly furnish to the
Administrative Agent, which shall in turn promptly furnish to the Lenders,
notice of the issuance of each Letter of Credit (including the amount thereof).

     Section 3.3.   Commissions, Fees and Other Charges. (a) The Borrower will
pay a commission on all outstanding Letters of Credit at a per annum rate equal
to 3% per annum of the average daily amount of Letters of Credit outstanding,
which shall be shared ratably among the Lenders and payable monthly in arrears
on the last day of each month commencing January 31, 2001.

          (b)  In addition to the foregoing fees and commissions, the Borrower
shall pay or reimburse the Issuing Lender for such normal and customary costs
and expenses as are incurred or charged by the Issuing Lender in issuing,
negotiating, effecting payment under, amending or otherwise administering any
Letter of Credit.

     Section 3.4.   L/C Participations. (a) The Issuing Lender irrevocably
agrees to grant and hereby grants to each L/C Participant, and, to induce the
Issuing Lender to issue Letters of Credit hereunder, each L/C Participant
irrevocably agrees to accept and purchase and hereby accepts and purchases from
the Issuing Lender, on the terms and conditions hereinafter stated, for such L/C
Participant's own account and risk an undivided interest equal to such L/C
Participant's DIP Commitment Percentage in the Issuing Lender's obligations and
rights under each Letter of Credit issued hereunder and the amount of each draft
paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and
irrevocably agrees with the Issuing Lender that, if a draft is paid under any
Letter of Credit for which the Issuing Lender is not reimbursed in full by the
Borrower in accordance with the terms of this Agreement, such L/C Participant
shall pay to the Issuing Lender upon demand at the Issuing Lender's address for
notices specified herein an amount equal to such L/C Participant's DIP
Commitment Percentage of the amount of such draft, or any part thereof, which is
not so reimbursed.

          (b)  If any amount required to be paid by any L/C Participant to the
Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion
of any payment made by the Issuing Lender under any Letter of Credit is paid to
the Issuing Lender within three Business Days after the date such payment is
due, such L/C Participant shall pay to the Issuing Lender on demand an amount
equal to the product of (i) such amount, times (ii) the daily average Federal
Funds Effective Rate during the period from and including the date such payment
is required to the date on which such payment is immediately available to the
Issuing Lender, times (iii) a fraction the numerator of which is the number of
days that elapse during such period and the denominator of which is 360. If any
such amount required to be paid by any L/C Participant pursuant to Section
3.4(a) is not made available to the Issuing Lender by such L/C Participant
within three Business Days after the date such payment is due, the Issuing
Lender shall be entitled to recover from such L/C Participant, on demand, such
amount with interest thereon calculated from such due date at the rate per annum
applicable to DIP Loans under the DIP Credit Facility. A certificate of the
Issuing Lender submitted

                                     -38-
<PAGE>

to any L/C Participant with respect to any amounts owing under this Section
shall be conclusive in the absence of manifest error.

          (c)  Whenever, at any time after the Issuing Lender has made payment
under any Letter of Credit and has received from any L/C Participant its pro
rata share of such payment in accordance with Section 3.4(a), the Issuing Lender
receives any payment related to such Letter of Credit (whether directly from the
Borrower or otherwise, including proceeds of collateral applied thereto by the
Issuing Lender), or any payment of interest on account thereof, the Issuing
Lender will distribute to such L/C Participant its pro rata share thereof;
provided, however, that in the event that any such payment received by the
Issuing Lender shall be required to be returned by the Issuing Lender, such L/C
Participant shall return to the Issuing Lender the portion thereof previously
distributed by the Issuing Lender to it.

     Section 3.5.   Reimbursement Obligation of the Borrower. The Borrower
agrees to reimburse the Issuing Lender on each date on which the Issuing Lender
notifies the Borrower of the date and amount of a draft presented under any
Letter of Credit and paid by the Issuing Lender for the amount of (a) such draft
so paid and (b) any taxes, fees, charges or other costs or expenses incurred by
the Issuing Lender in connection with such payment. Each such payment shall be
made to the Issuing Lender at its address for notices specified herein in lawful
money of the United States of America and in immediately available funds.
Interest shall be payable on any and all amounts remaining unpaid by the
Borrower under this Section from the date such amounts become payable (whether
at stated maturity, by acceleration or otherwise) until payment in full at the
rate set forth in Section 2.10(b), which the Borrower hereby promises to pay and
which shall be payable without further order of or application to the Bankruptcy
Court. Each drawing under any Letter of Credit shall constitute a request by the
Borrower to the Administrative Agent for a borrowing pursuant to Section 2.1 of
DIP Loans (or, at the option of the Administrative Agent and the Swing Line
Lender in their sole discretion, a borrowing pursuant to Section 2.3 of Swing
Line Loans) in the amount of such drawing. The Borrowing Date with respect to
such borrowing shall be the date of such drawing.

     Section 3.6.   Obligations Absolute. The Borrower's obligations under this
Section 3 shall be absolute and unconditional under any and all circumstances
and irrespective of any setoff, counterclaim or defense to payment which the
Borrower may have or have had against the Issuing Lender, any beneficiary of a
Letter of Credit or any other Person. The Borrower also agrees with the Issuing
Lender that the Issuing Lender shall not be responsible for, and the Borrower's
Reimbursement Obligations under Section 3.5 shall not be affected by, among
other things, the validity or genuineness of documents or of any endorsements
thereon, even though such documents shall in fact prove to be invalid,
fraudulent or forged, or any dispute between or among the Borrower and any
beneficiary of any Letter of Credit or any other party to which such Letter of
Credit may be transferred or any claims whatsoever of the Borrower against any
beneficiary of such Letter of Credit or any such transferee. The Issuing Lender
shall not be liable for any error, omission, interruption or delay in
transmission, dispatch or delivery of any message or advice, however
transmitted, in connection with any Letter of Credit, except for errors or
omissions resulting from the gross negligence or willful misconduct of the
Issuing Lender. The Borrower agrees that any action taken or omitted by the
Issuing Lender under or in connection with any Letter of Credit or the related
drafts or documents, if done in the absence of gross negligence or willful
misconduct and in accordance with the standards or care specified in the UCC,
shall be binding on the Borrower and shall not result in any liability of the
Issuing Lender to the Borrower.

                                     -39-
<PAGE>

     Section 3.7.   Letter of Credit Payments. If any draft shall be presented
for payment under any Letter of Credit, the Issuing Lender shall promptly notify
the Borrower of the date and amount thereof. The responsibility of the Issuing
Lender to the Borrower in connection with any draft presented for payment under
any Letter of Credit shall, in addition to any payment obligation expressly
provided for in such Letter of Credit, be limited to determining that the
documents (including each draft) delivered under such Letter of Credit in
connection with such presentment are substantially in conformity with such
Letter of Credit.

     Section 3.8.   Applications. To the extent that any provision of any
Application related to any Letter of Credit is inconsistent with the provisions
of this Section 3 and the Financing Order, the provisions of this Section 3 and
the Financing Order shall apply.

Section 4.     Representations and Warranties.

      To induce the Agents and the Lenders to enter into this Agreement and to
make the Loans and issue or participate in the Letters of Credit, the Borrower
hereby represents and warrants to each Agent and each Lender that:

     Section 4.1.   Financial Condition. The audited consolidated balance sheets
of the Borrower as at September 30, 2000, and the related consolidated
statements of income and of cash flows for the fiscal years ended on such dates,
reported on by and accompanied by a report from Deloitte & Touche LLP, present
fairly the consolidated financial condition of the Borrower as at such date, and
the consolidated results of its operations and its consolidated cash flows for
the respective fiscal years then ended. All such financial statements, including
the related schedules and notes thereto, if any, have been prepared in
accordance with GAAP applied consistently throughout the periods involved
(except as approved by the aforementioned firm of accountants and disclosed
therein). The Borrower and its Subsidiaries do not have any material Guarantee
Obligations, contingent liabilities and liabilities for taxes, or any long-term
leases or unusual forward or long-term commitments, including, without
limitation, any interest rate or foreign currency swap or exchange transaction
or other obligation in respect of derivatives, which are not reflected in the
most recent financial statements referred to in this Section, except as
disclosed on Schedule 4.1. During the period from September 30, 2000 to and
including the date hereof there has been no Disposition by the Borrower or its
Subsidiaries of any material part of its business or Property or any transfer of
Capital Stock to any Person other than a Wholly Owned Subsidiary Guarantor.

     Section 4.2.   No Change. Since September 30, 2000 there has been no
development or event which has had or could reasonably be expected to have a
Material Adverse Effect other than those referred to in the audited financial
statements referred to in Section 4.1 and those which customarily occur as a
result of events leading up to and following the commencement of a proceeding
under Chapter 11 of the Bankruptcy Code and the commencement of the Chapter 11
Cases.

     Section 4.3.   Corporate Existence; Compliance with Law. Each of the
Borrower and its Subsidiaries (a) is duly organized, validly existing and in
good standing under the laws of the jurisdiction of its organization, (b) has
the corporate power and authority, and the legal right, subject in each case to
any requisite approval of the Bankruptcy Court, to own and operate its Property,
to lease the Property it operates as lessee and to conduct the business in which
it is currently engaged, (c) is duly qualified as a foreign corporation and in
good standing under the laws of each jurisdiction

                                     -40-
<PAGE>

where its ownership, lease or operation of Property or the conduct of its
business requires such qualification and (d) is in compliance with all
Requirements of Law except, in the case of clauses (c) and (d), to the extent
that the failure to so qualify, be in good standing or comply therewith could
not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

     Section 4.4.   Corporate Power; Authorization; Enforceable Obligations.
Each Loan Party has the corporate power and authority, and the legal right, to
make, deliver and perform the Loan Documents to which it is a party (subject to
entry of the Financing Order) and, in the case of the Borrower, to borrow
hereunder (subject to entry of the Financing Order). Each Loan Party has taken
all necessary corporate action to authorize the execution, delivery and
performance of the Loan Documents to which it is a party and, in the case of the
Borrower, to authorize the borrowings on the terms and conditions of this
Agreement. No consent or authorization of, filing with, notice to or other act
by or in respect of, any Governmental Authority or any other Person is required
in connection with the financing transactions contemplated hereby and the
borrowings hereunder or with the execution, delivery, performance, validity or
enforceability of this Agreement or any of the Loan Documents, except entry of
the Financing Orders, and other consents, authorizations, filings and notices
which have been obtained or made and are in full force and effect. Each Loan
Document has been duly executed and delivered on behalf of each Loan Party
thereto. This Agreement constitutes, and each other Loan Document upon execution
will constitute, a legal, valid and binding obligation of each Loan Party hereto
and thereto, enforceable against each such Loan Party in accordance with its
terms, except as enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium, fraudulent transfer or similar laws
affecting the enforcement of creditors' rights generally and by general
equitable principles (whether enforcement is sought by proceedings in equity or
at law).

     Section 4.5.   No Legal Bar. The execution, delivery and performance of
this Agreement and the other Loan Documents, the issuance of Letters of Credit,
the borrowings hereunder and the use of the proceeds thereof will not violate
any Requirement of Law not superseded by the Bankruptcy Code or any Contractual
Obligation of the Borrower or any of its Subsidiaries entered into after the
Petition Date and will not result in, or require, the creation or imposition of
any Lien on any of their respective material properties or revenues pursuant to
any Requirement of Law or any such Contractual Obligation (other than the Liens
created by the Security Documents). No Requirement of Law or Contractual
Obligation applicable to the Borrower or any of its Subsidiaries could
reasonably be expected to have a Material Adverse Effect.

     Section 4.6.   No Material Litigation. Except as set forth in Schedule 4.6
hereto, no litigation, investigation or proceeding of or before any arbitrator
or Governmental Authority is pending or, to the knowledge of the Borrower,
threatened by or against the Borrower or any of its Subsidiaries or against any
of their respective properties or revenues (a) with respect to any of the Loan
Documents or any of the transactions contemplated hereby or thereby, or (b)
which if adversely determined could reasonably be expected to have a Material
Adverse Effect. Pursuant to Section 362(b) of the Bankruptcy Code, except as
otherwise specifically set forth on Schedule 4.6 hereto, all enforcement action
as to the Borrower and the Guarantors with respect to the matters described in
Schedule 4.6 have been barred by the automatic stay of the Bankruptcy Code.

     Section 4.7.   No Default. Neither the Borrower nor any of its Subsidiaries
is in default under or with respect to any of its Contractual Obligations
entered into after the Petition Date in any respect

                                     -41-

<PAGE>

which could reasonably be expected to have a Material Adverse Effect. No Default
or Event of Default has occurred and is continuing.

     Section 4.8.   Ownership of Property; Liens. Each of the Borrower and its
Subsidiaries has indefeasible title to, or a valid leasehold interest in, all
its material real property necessary for the conduct of its business as
currently conducted, and good title to, or a valid leasehold interest in, all
its other material Property necessary for the conduct of its business as
currently conducted, and none of such Property is subject to any Lien except as
permitted by Section 7.3.

     Section 4.9.   Intellectual Property. The Borrower and each of its
Subsidiaries owns, or is licensed to use, all Intellectual Property necessary to
conduct its business as currently conducted. No material claim has been asserted
and is pending by any Person challenging or questioning the use of any
Intellectual Property or the validity or effectiveness of any Intellectual
Property. The use of Intellectual Property by the Borrower and its Subsidiaries
does not infringe on the rights of any Person in any material respect.

     Section 4.10.  Taxes. Each of the Borrower and each of its Subsidiaries has
filed or caused to be filed all Federal, state and other material tax returns
which are required to be filed and has paid all taxes shown to be due and
payable on said returns or on any assessments made against it or any of its
Property and all other taxes, fees or other charges imposed on it or any of its
Property by any Governmental Authority (other than amounts the validity of which
are currently being contested in good faith by appropriate proceedings and with
respect to which reserves in conformity with GAAP have been provided on the
books of the Borrower or its Subsidiaries, as the case may be); no material tax
Lien has been filed, and, to the knowledge of the Borrower, no material claim is
being asserted, with respect to any such tax, fee or other charge.

     Section 4.11.  Federal Regulations. No part of the proceeds of any Loans
will be used for any purpose which violates the provisions of Regulations T, U
or X of the Board.

     Section 4.12.  ERISA. Except for the Merger of Spreckels Sugar Company,
Inc. into Holly Sugar Company on March 31, 1997, neither a Reportable Event nor
an "accumulated funding deficiency" (within the meaning of Section 412 of the
Code or Section 302 of ERISA) has occurred during the five-year period prior to
the date on which this representation is made or deemed made with respect to any
Plan, and each Plan has complied in all material respects with the applicable
provisions of ERISA and the Code. No termination of a Single Employer Plan has
occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such
five-year period. The present value of all accrued benefits under each Single
Employer Plan (based on those assumptions used to fund such Plans) did not, as
of the last annual valuation date prior to the date on which this representation
is made or deemed made, exceed the value of the assets of such Plan allocable to
such accrued benefits by an amount material in light of such amounts and related
circumstances. Neither the Borrower nor any Commonly Controlled Entity has had a
complete or partial withdrawal from any Multiemployer Plan which has resulted or
could reasonably be expected to result in a material liability under ERISA, and
neither the Borrower nor any Commonly Controlled Entity would become subject to
any material liability under ERISA if the Borrower or any such Commonly
Controlled Entity were to withdraw completely from all Multiemployer Plans as of
the valuation date most closely preceding the date on which this representation
is made or deemed made. No such Multiemployer Plan is in Reorganization or
Insolvent.

                                     -42-
<PAGE>

     Section 4.13.  Investment Company Act; Other Regulations. No Loan Party is
an "investment company", or a company "controlled" by an "investment company,"
within the meaning of the Investment Company Act of 1940, as amended. No Loan
Party is subject to regulation under any Requirement of Law (other than
Regulation X of the Board) which limits its ability to incur Indebtedness.

     Section 4.14.  Subsidiaries. The Subsidiaries listed on Schedule 4.14
hereto constitute all the Subsidiaries of the Borrower at the date hereof.

     Section 4.15.  Use of Proceeds. The proceeds of the Loans shall be used
solely for the following purposes: (a) pay expenses detailed in the Budget,
including the Costs of Reorganization, (b) reimburse the Issuing Lender for
drawings under Letters of Credit issued hereunder, (c) cash collateralize
Letters of Credit issued hereunder, (d) pay interest on the Loans or L/C
Obligations when due and any fees or charges due under Sections 2.6, 3.3 and
12.5 hereof and interest (at pre-default rates) and fees payable under the Pre-
Petition Credit Agreement, and (e) pay costs and expenses due under Section 12.5
hereof, including professional fees of the Agents and the Lenders related
hereto, and costs and expenses incurred by the Pre-Petition Lenders, including
professional fees of the Pre-Petition Agent and the Pre-Petition Lenders related
to the Pre-Petition Loans. Letters of Credit shall be used to provide credit
support for general corporate requirements of the Borrower and its Subsidiaries.
Notwithstanding anything herein to the contrary, credit under this Agreement may
not in any event be used to commence, continue or in any manner fund any
litigation, proceeding, action or claim whatsoever against the Pre-Petition
Agent, the Pre-Petition Lenders, the Agents, the Lenders or any of their
respective Affiliates.

     Section 4.16.  Environmental Matters. Other than exceptions to any of the
following that could not, individually or in the aggregate, reasonably be
expected to result in a Material Adverse Effect or the payment of a Material
Environmental Amount:

               (a)  The Borrower and its Subsidiaries: (i) are, and within the
     period of all applicable statutes of limitation have been, in compliance
     with all applicable Environmental Laws; (ii) hold all Environmental Permits
     (each of which is in full force and effect) required for any of their
     current operations or for any property owned, leased, or otherwise operated
     by any of them; (iii) are, and within the period of all applicable statutes
     of limitation have been, in compliance with all of their Environmental
     Permits; and (iv) reasonably believe that there are no pending changes in
     applicable Environmental Laws.

               (b)  Materials of Environmental Concern are not present at, on,
     under, in, or about any real property now or formerly owned, leased or
     operated by the Borrower or any of its Subsidiaries or, to the Borrower's
     knowledge, at any other location (including, without limitation, any
     location to which Materials of Environmental Concern have been sent for
     reuse or recycling or for treatment, storage, or disposal) which could
     reasonably be expected to (i) give rise to liability of the Borrower or any
     Subsidiary, or (ii) interfere with the Borrower's or any Subsidiary's
     continued operations, or (iii) impair the fair saleable value, as a
     component of a going business, of any real property owned or leased by the
     Borrower or any Subsidiary.

                                     -43-
<PAGE>

               (c)  There is no judicial, administrative, or arbitral proceeding
     (including any notice of violation or alleged violation) under or relating
     to any Environmental Law to which the Borrower or any of its Subsidiaries
     is, or to the knowledge of the Borrower will be, named as a party that is
     pending or, to the knowledge of the Borrower, threatened.

               (d)  Neither the Borrower nor any of its Subsidiaries has
     received any written request for information, or been notified that it is a
     potentially responsible party under or relating to the federal
     Comprehensive Environmental Response, Compensation, and Liability Act or
     any similar Environmental Law, or with respect to any Materials of
     Environmental Concern.

               (e)  Neither the Borrower nor any of its Subsidiaries has entered
     into or agreed to any consent decree, order, or settlement or other
     agreement, nor is subject to any judgment, decree, or order or other
     agreement, in any judicial, administrative, arbitral, or other forum,
     relating to compliance with or liability under any Environmental Law.

               (f)  Neither the Borrower nor any of its Subsidiaries has assumed
     or retained, by contract or operation of law, any liabilities of any kind,
     fixed or contingent, known or unknown, under any Environmental Law or with
     respect to any Material of Environmental Concern.

Notwithstanding the qualification as to the Borrower's knowledge set forth in
the foregoing subsection 4.16(b), for purposes of Section 9.1(b) the
representations contained in such subsection 4.16(b) shall be deemed to be made,
or have been made, as the case may be, without giving effect to such
qualification.

     Section 4.17.  Accuracy of Information, Etc. No statement or information
when taken as a whole contained in this Agreement, any other Loan Document or
any other document, certificate or statement furnished to the Administrative
Agent or the Lenders or any of them, by or on behalf of any Loan Party for use
in connection with the transactions contemplated by this Agreement or the other
Loan Documents, contained as of the date such statement, information, document
or certificate was so furnished, any untrue statement of a material fact or
omitted to state a material fact necessary in order to make the statements
contained herein or therein not misleading. The projections and pro forma
financial information contained in the materials referenced above are based upon
good faith estimates and assumptions believed by management of the Borrower to
be reasonable at the time made, it being recognized by the Lenders that such
financial information as it relates to future events is not to be viewed as fact
and that actual results during the period or periods covered by such financial
information may differ from the projected results set forth therein by a
material amount. There is no fact known to any Loan Party that could reasonably
be expected to have a Material Adverse Effect that has not been expressly
disclosed herein, in the other Loan Documents or in any other documents,
certificates and statements furnished to the Administrative Agent and the
Lenders for use in connection with the transactions contemplated hereby and by
the other Loan Documents.

     Section 4.18.  Regulation H. No Collateral consisting of improved real
property is located in an area that has been identified by the Secretary of
Housing and Urban Development as an area having special flood hazards and in
which flood insurance has been made available under the National Flood Insurance
Act of 1968 except as set forth on Schedule 4.18.


                                     -44-
<PAGE>

      Section 4.19. Financing Order. The Financing Order has been duly entered,
is valid, subsisting and continuing and has not been vacated, modified, reversed
on appeal, or vacated or modified by any Bankruptcy Judge or District Court
Judge and is not subject to any pending stay.

     Section 4.20.  Super-Priority Administrative Expense. Upon entry of the
Interim Financing Order, (a) pursuant to Section 364(c)(1) of the Bankruptcy
Code, the Post-Petition Obligations shall at all times constitute allowed
administrative expense claims in the Chapter 11 Cases having priority over all
administrative expenses of the kind specified in Section 503(b) or 507 of the
Bankruptcy Code, whether arising or incurred in any of the Chapter 11 Cases or
(subject to Section 726(b) of the Bankruptcy Code) in any superseding case or
cases under Chapter 7 of the Bankruptcy Code) except as otherwise provided in
the Interim Financing Order, (b) the Post-Petition Obligations shall at all
times otherwise constitute Superpriority Claims, and (c) pursuant to Sections
364(c)(2) and 364(d)(1) of the Bankruptcy Code, the Post-Petition Obligations
shall at all times be secured by a first priority Lien on the Collateral,
subject in each case only to the Priority Liens and the fees and expenses
subject to the Administrative Expense Carve-Out.

Section 5.  Conditions Precedent

     Section 5.1.   Conditions to Initial Extension of Credit. The agreement of
each Lender to make the initial extension of credit requested to be made by it
is subject to the satisfaction, prior to or concurrently with the making of such
extension of credit on the Closing Date, of the following conditions precedent:

               (a)  Loan Documents. The Administrative Agent shall have received
     (i) this Agreement, executed and delivered by a duly authorized officer of
     the Borrower, each of the Guarantors, each of the Agents and each of the
     Lenders, and (ii) for the account of each relevant Lender, Notes conforming
     to the requirements hereof and executed and delivered by a duly authorized
     officer of the Borrower.

               (b)  Interim Financing Order. The Interim Financing Order shall
     have been entered by the Bankruptcy Court and shall be in full force and
     effect and shall not have been amended, modified, stayed, vacated, reversed
     or rescinded in any respect.

               (c)  Budget. Receipt by the Administrative Agent of the Budget,
     in form and substance reasonably satisfactory to the Lenders, including
     itemization on a weekly basis of all material expenditures proposed to be
     made during the term of this Agreement.

               (d)  Releases. The release contained in the Interim Financing
     Order of all claims and causes of action of the Debtors against the Pre-
     Petition Lenders in respect of the Pre-Petition Loans, subject to the Lien
     Validation Process, shall be in effect.

               (e)  Costs and Expenses. The Lenders and the Agents shall have
     received all reasonable costs and expenses (including attorney's fees and
     accountants and consultants fees) owing to the Lenders and the Agents in
     connection with this Agreement.

               (f)  Fees. Payment of all fees and other amounts then due and
     payable in accordance with this Agreement, including the payment of the
     facility and agent's fees.

                                     -45-
<PAGE>

               (g)  No Material Adverse Change. No material adverse change shall
     have occurred in the assets or business of the Borrower, taken as a whole,
     since the date of the Lenders' latest field examination and no change or
     event shall have occurred which would impair the ability of the Borrower or
     any Guarantor in any material respect to perform its obligations hereunder
     or under any of the other Loan Documents to which it is a party or of the
     Lenders to enforce the Post-Petition Obligations or realize upon the
     Collateral.

               (h)  Collateral Records. The Lenders shall have completed a field
     review of the Records and such other information with respect to the
     Collateral as the Lenders may reasonably require to determine the amount of
     the Loans available to the Borrower (including, without limitation, current
     perpetual inventory records and/or roll-forwards of accounts and inventory
     through a date not more than three (3) Business Days prior to the date
     hereof (or such earlier date which is acceptable to the Lenders, together
     with such supporting documentation as may be necessary or appropriate, and
     other documents and information (including documentation with respect to
     goods in transit, goods in bonded warehouses or at other third-party
     locations) that will enable the Lenders to accurately identify and verify
     the Collateral), the results of which each case shall be reasonably
     satisfactory to the Agents, not more than three (3) Business Days prior to
     the date hereof.

               (i)  Field Audit. The Lenders shall have completed a field
     examination of the business, operations and Properties of the Borrower and
     the Guarantors in accordance with the Lenders' customary procedures and
     practices and as otherwise required by the nature and circumstances of the
     business of the Borrower and the Guarantors, the results of which shall be
     satisfactory to the Agents.

               (j)  Approvals. All governmental, stockholder and third party
     approvals (including debtholders', landlords' and other consents)
     reasonably necessary in connection with the financing contemplated hereby
     and the continuing operations of the Borrower and its Subsidiaries shall
     have been obtained and be in full force and effect.

               (k)  Closing Certificate. The Administrative Agent shall have
     received, with a counterpart for each Lender, a certificate of each Loan
     Party, dated the Closing Date, substantially in the form of Exhibit C, with
     appropriate insertions and attachments.

               (l)  Insurance. The Administrative Agent shall have received
     insurance certificates satisfying the requirements of Section 6.4 hereof
     (including mortgagee's and lender's loss payee endorsements in favor of the
     Lenders and the Pre-Petition Lenders as to casualty and business
     interruption insurance and containing all endorsements and assurances of
     affirmative coverage requested by the Lenders and the Pre-Petition Lenders
     for the protection of their interests) and the Collateral Agent shall be
     reasonably satisfied that satisfactory insurance relating to the Borrower
     and its Subsidiaries shall be in place after the Closing Date.

               (m)  Indebtedness, Liens or Preferred Stock. Neither the Borrower
     nor its Subsidiaries shall have any outstanding Indebtedness, Liens or
     preferred Capital Stock other than such Indebtedness, Liens or preferred
     Capital Stock permitted by Sections 7.2 and 7.3.

                                     -46-
<PAGE>

               (n)  No Trustee. No trustee, or other disinterested person with
     expended powers pursuant to Section 1104(c) of the Bankruptcy Code, shall
     have been appointed or designated with respect to any Loan Party or its
     respective business or Properties, including, without limitation the
     Collateral, no order shall be entered appointing such a trustee or other
     disinterested person and no motion by or supported by the Debtors shall be
     pending seeking such relief.

               (o)  Borrowing Base Certificate. The Administrative Agent shall
     have received a duly completed and signed Borrowing Base Certificate.

     Section 5.2.   Conditions to Each Extension of Credit. The agreement of
each Lender to make any extension of credit requested to be made by it on any
date (including, without limitation, its initial extension of credit) is subject
to the satisfaction of the following conditions precedent:

               (a)  Representations and Warranties. Each of the representations
     and warranties made by any Loan Party in or pursuant to the Loan Documents
     shall be true and correct in all material respects on and as of such date
     as if made on and as of such date.

               (b)  No Default. No Default or Event of Default shall have
     occurred and be continuing on such date or after giving effect to the
     extensions of credit requested to be made on such date.

               (c)  Financing Order. The applicable Financing Order shall be in
     full force and effect and the Debtors shall be in compliance with all the
     terms hereof and with respect to the Financing Order and it shall be final
     and non-appealable.

               (d)  Officer's Certificate. Receipt by the Administrative Agent
     of a certificate executed by a Responsible Officer of the Borrower on
     behalf of the Borrower to the effect that (i) the proposed extension of
     credit is consistent with the terms of the Budget and is to be used solely
     for Budget items, and (ii) to the best of such Responsible Officer's
     knowledge, the Borrower has observed or performed all of its covenants and
     other agreements, and satisfied in all material respects every condition
     contained in this Agreement and the collateral documents to be observed,
     performed or satisfied by the Borrower, and that such officer has no
     knowledge of any Event of Default except as specified in such certificate.

               (e)  L/C Application. In the case of a request for the issuance
     of a Letter of Credit, receipt of a duly completed Application therefor.

               (f)  Borrowing Base. After giving effect to the requested
     extension of credit, the aggregate principal amount of all Borrowing Base
     Obligations shall not exceed the Borrowing Base.

               (g)  Incremental DIP Credit. With respect to each requested
     Incremental DIP Loan, the Total DIP Commitments shall be fully utilized.

                                     -47-
<PAGE>

Each borrowing by and issuance of a Letter of Credit on behalf of the Borrower
hereunder shall constitute a representation and warranty by the Borrower as of
the date of such extension of credit that the conditions contained in this
Section 5.2 have been satisfied.

Section 6.  Affirmative Covenants.

     The Borrower hereby agrees that, so long as any Commitments remain in
effect, any Letter of Credit remains outstanding or any Loan or other amount is
owing to any Lender or any Agent hereunder, the Borrower shall and shall cause
each of its Subsidiaries to:

     Section 6.1.  Financial Statements. Furnish to each Agent and
each Lender:

               (a)  as soon as available, but in any event within 90 days after
     the end of each fiscal year of the Borrower, a copy of the audited
     consolidated balance sheet of the Borrower and its consolidated
     Subsidiaries as at the end of such year and the related audited
     consolidated statements of income and of cash flows for such year, setting
     forth in each case in comparative form the figures for the previous year,
     reported on by Deloitte & Touche LLP or other independent certified public
     accountants of nationally recognized standing;

               (b)  as soon as available, but in any event not later than 45
     days after the end of each of the first three quarterly periods of each
     fiscal year of the Borrower, the unaudited consolidated balance sheet of
     the Borrower and its consolidated Subsidiaries as at the end of such
     quarter and the related unaudited consolidated statements of income for
     such quarter and the portion of the fiscal year through the end of such
     quarter and an unaudited consolidated statement of cash flow for the
     portion of the fiscal year through the end of such quarter, setting forth
     in each case in comparative form the figures for the previous year,
     certified by a Responsible Officer as being fairly stated in all material
     respects (including all adjustments consisting only of normal recurring
     accruals necessary for fair presentation of such interim periods);

               (c)  as soon as available, but in any event not later than 30
     days after the end of the first two months of each fiscal quarter, the
     unaudited consolidated balance sheet of the Borrower and its consolidated
     Subsidiaries as at the end of such month and the related unaudited
     consolidated statements of income for such month and the portion of the
     fiscal year through the end of such month and an unaudited consolidated
     statement of cash flow for the portion of the fiscal year through the end
     of such month, setting forth in each case in comparative form the figures
     for the previous year, certified by a Responsible Officer as being fairly
     stated in all material respects (including all adjustments consisting only
     of normal recurring accruals necessary for fair presentation of such
     interim periods);

all such financial statements shall be complete and correct in all material
respects and shall be prepared in reasonable detail and in accordance with GAAP
applied consistently throughout the periods reflected therein and with prior
periods (except as approved by such accountants or officer, as the case may be,
and disclosed therein).

      Section 6.2.  Certificates; Other Information. Furnish to each Agent and
each Lender, or, in the case of clause (g), to the relevant Lender:

                                     -48-
<PAGE>

               (a)  concurrently with the delivery of the financial statements
     referred to in Section 6.1(a), a certificate of the independent certified
     public accountants reporting on such financial statements stating that in
     making the examination necessary therefor no knowledge was obtained of any
     Default or Event of Default, except as specified in such certificate;

               (b)  concurrently with the delivery of any financial statements
     pursuant to Sections 6.1(a), (b) and (c), (i) a certificate of a
     Responsible Officer stating that, to the best of each such Responsible
     Officer's knowledge, each Loan Party during such period has observed or
     performed all of its covenants and other agreements, and satisfied every
     condition, contained in this Agreement and the other Loan Documents to
     which it is a party to be observed, performed or satisfied by it, and that
     such Responsible Officer has obtained no knowledge of any Default or Event
     of Default except as specified in such certificate and (ii) (x) a
     Compliance Certificate containing all information and calculations
     necessary for determining compliance by the Borrower and its Subsidiaries
     with the provisions of this Agreement referred to therein as of the last
     day of the month, fiscal quarter or fiscal year of the Borrower, as the
     case may be, and (y) to the extent not previously disclosed to the
     Administrative Agent, a listing of any county or state within the United
     States where any Loan Party keeps inventory or equipment and of any
     Intellectual Property acquired by any Loan Party since the date of the most
     recent list delivered pursuant to this clause (y) (or, in the case of the
     first such list so delivered, since the Closing Date) (each such date being
     a "Reporting Date"), the name and jurisdiction of organization of any new
     Subsidiary of the Borrower formed since the most recent Reporting Date and
     the date, nature and extent of all asset transfers from the Borrower or any
     Subsidiary to any other Subsidiary that is not a Guarantor or the Borrower,
     except transfers to the SPV pursuant to the Receivables Securitization
     Program and transfers to Holly Finance Company;

               (c)  within 30 days after the end of the first two months of each
     fiscal quarter, a narrative discussion and analysis of the financial
     condition and results of operations and an explanation of variances to the
     Budget of the Borrower and its Subsidiaries for such month and for the
     period from the beginning of the then current fiscal year to the end of
     such month, as compared to the comparable periods of the previous year;

               (d)  no later than Wednesday of each week, a report (the "Budget
     Report") in such form comparing the cumulative amounts spent and the
     cumulative amounts budgeted from the Closing Date to the date of the Budget
     Report in each of the categories set forth in the Budget, each Budget
     Report to be in form and substance reasonably satisfactory to the Required
     Lenders and signed by a Responsible Officer of the Borrower;

               (e)  no later than 30 days after the end of each monthly period
     commencing with the month ending January 31, 2001, a Borrowing Base
     Certificate setting forth the calculation of the Borrowing Base as of the
     last day of the preceding month, signed by a Responsible Officer of the
     Borrower;

               (f)  as and when the Administrative Agent or the Required Lenders
     request, but not more frequently than once a month, disclose to the Lenders
     any information the Borrower or any Subsidiary has regarding any
     expressions of interest, offers, negotiations and agreements by or with
     third parties regarding the sale or recapitalization of or investment in

                                     -49-
<PAGE>

     the Borrower and furnish the Lenders as and when the Administrative Agent
     or the Required Lenders request, but in no event more frequently than once
     each calendar week, a written summary of such activities and any
     correspondence or other written documentation (such as letters of intent)
     received or sent by the Borrower relating to such activities;

               (g)  furnish to the Administrative Agent or its counsel promptly
     after the same is available, copies of all pleadings, motions,
     applications, judicial information, financial information and other
     documents filed by or on behalf of the Borrower or any of the Guarantors
     with the Bankruptcy Court in the Chapter 11 Cases, or distributed by or on
     behalf of the Borrower or any of the Guarantors to any official committee
     appointed in the Chapter 11 Cases; and

               (h)  promptly after the same are sent, copies of all financial
     statements and reports which the Borrower sends to the holders of any class
     of its debt securities or public equity securities and within five days
     after the same are filed, copies of all financial statements and reports
     which the Borrower may make to, or file with, the SEC or any successor or
     analogous Governmental Authority; and

               (i)  promptly, such additional financial and other information as
     any Agent or any Lender may from time to time reasonably request through
     the Administrative Agent.

     Section 6.3.   Conduct of Business and Maintenance of Existence, Etc. (a)
(i) Continue to engage in business of the same general type as now conducted by
it and business related thereto, all as set forth in subsection 7.14, (ii)
preserve, renew and keep in full force and effect its corporate existence except
that the Borrower shall not be required to preserve, renew or keep in full force
and effect the corporate or other existence of any Subsidiary, if the Board of
Directors of the Borrower shall determine in the exercise of its business
judgment that the preservation thereof is no longer desirable in the conduct of
the business of the Borrower or any Subsidiary and that abandonment of any such
right shall not have a Material Adverse Effect and (iii) take all reasonable
action to maintain all rights, privileges and franchises necessary or desirable
in the normal conduct of its business, except, in each case, as otherwise
permitted by Section 7.4 and except, in the case of clause (iii) above, to the
extent that failure to do so could not reasonably be expected to have a Material
Adverse Effect and (b) comply with all Contractual Obligations incurred after
the Petition Date and Requirements of Law except to the extent that failure to
comply therewith could not, in the aggregate, reasonably be expected to have a
Material Adverse Effect. To the extent approved by the Bankruptcy Court, the
Borrower will, and will cause each of its Subsidiaries, to promptly pay and
discharge all obligations and liabilities arising under ERISA of a character
which if unpaid or unperformed might result in the imposition of a Lien against
any of its or their respective Properties.

          Section 6.4.  Maintenance of Property; Insurance.  (a)(i) Keep all
Property useful and necessary in its business in good working order and
condition, ordinary wear and tear excepted and (ii) maintain with financially
sound and reputable insurance companies insurance or by means of self insurance
with adequate provisions made for the funding therefor on all its Property in at
least such amounts and against at least such risks (but including in any event
public liability, product liability and business interruption) as are usually
insured against in the same general area by companies engaged in the same or a
similar business.  In addition to and without in any way limiting the generality
of the foregoing, each Loan Party will maintain, with financially sound and
reputable

                                     -50-
<PAGE>

companies, insurance policies as is customary in its business insuring the
inventory and equipment against loss by fire, explosion, theft and such other
casualties as may be reasonably satisfactory to the Collateral Agent and to the
extent requested by the Collateral Agent, insuring such Loan Party, the Agents
and the Lenders against liability for personal injury and property damage
relating to such inventory and equipment, such policies to be in such form and
amounts and having such coverage as is customary in such Loan Party's business.

     (b)  All such insurance shall (i) provide that no cancellation, material
reduction in amount or material change in coverage thereof shall be effective
until at least 30 days after receipt by the Collateral Agent of written notice
thereof, (ii) name the Collateral Agent as insured party or lender loss payee
and (iii) if reasonably requested by the Collateral Agent, include a breach of
warranty clause.

     (c)  The Borrower shall deliver to the Collateral Agent and the Lenders a
report of a reputable insurance broker with respect to such insurance from time
to time as reasonably requested by the Collateral Agent.

     Section 6.5.  Inspection of Property; Books and Records; Discussions.
(a) Keep proper books of records and account in which full, true and correct
entries in conformity with GAAP and all Requirements of Law shall be made of all
dealings and transactions in relation to its business and activities and (b)
permit representatives of the Administrative Agent and any Lender (coordinated,
to the extent reasonable, through the Administrative Agent) to visit and inspect
any of its properties and examine and make abstracts from any of its books and
records at any reasonable time during normal business hours and as often as may
reasonably be desired and to discuss the business, operations, properties and
financial and other condition of the Borrower and its Subsidiaries with officers
and employees of the Borrower and its Subsidiaries and with its independent
certified public accountants.

     Section 6.6.   Notices.  Promptly upon a Responsible Officer becoming
aware thereof, give notice to the Administrative Agent and each Lender of:

            (a)     the occurrence of any Default or Event of Default;

            (b)     any (i) default or event of default under any Contractual
     Obligation of the Borrower or any of its Subsidiaries or (ii) litigation,
     investigation or proceeding which may exist at any time between the
     Borrower or any of its Subsidiaries and any Governmental Authority, which
     in either case, if not cured or if adversely determined, as the case may
     be, could reasonably be expected to have a Material Adverse Effect;

            (c)     any litigation or proceeding affecting the Borrower or any
     of its Subsidiaries in which the amount involved is $10,000,000 or more and
     not covered by insurance or in which injunctive or similar relief is sought
     which if adversely determined could be reasonably expected to cause a
     Material Adverse Effect;

            (d)     the following events, as soon as possible and in any event
     within 30 days after the Borrower knows or has reason to know thereof:  (i)
     the occurrence of any Reportable Event with respect to any Plan, a failure
     to make any required contribution to a Plan, the creation of any Lien in
     favor of the PBGC or a Plan or any withdrawal from, or the

                                     -51-
<PAGE>

     termination, Reorganization or Insolvency of, any Multiemployer Plan or
     (ii) the institution of proceedings or the taking of any other action by
     the PBGC or the Borrower or any Commonly Controlled Entity or any
     Multiemployer Plan with respect to the withdrawal from, or the termination,
     Reorganization or Insolvency of, any Plan; and

            (e)     any development or event which has had or could reasonably
     be expected to have a Material Adverse Effect.

Each notice pursuant to this Section 6.6 shall be accompanied by a statement of
a Responsible Officer setting forth details of the occurrence referred to
therein and stating what action the Borrower or the relevant Subsidiary proposes
to take with respect thereto.

     Section 6.7.   Environmental Laws. (a) (i) Comply with all Environmental
Laws applicable to it, and obtain, comply with and maintain any and all
Environmental Permits necessary for its operations as conducted and as planned;
and (ii) take reasonable efforts to ensure that all of its tenants, subtenants,
contractors, subcontractors, and invitees comply with all Environmental Laws,
and obtain, comply with and maintain any and all Environmental Permits,
applicable to any of them insofar as any failure to so comply, obtain or
maintain reasonably could be expected to adversely affect the Borrower or any of
its Subsidiaries. For purposes of this Section 6.7(a), noncompliance by the
Borrower or any of its Subsidiaries with any applicable Environmental Law or
Environmental Permit shall be deemed not to constitute a breach of this covenant
so long as (x) upon learning of any actual or suspected noncompliance, the
Borrower and any affected Subsidiary shall promptly undertake reasonable efforts
to achieve compliance, and (y) in any case, such noncompliance, and any other
noncompliance with Environmental Law, individually or in the aggregate, could
not reasonably be expected to give rise to a Material Adverse Effect or
materially and adversely affect the value of the Mortgaged Property, taken as a
whole.

       (b)  Promptly comply with all enforceable requirements of all
Governmental Authorities regarding Environmental Laws, other than such
enforceable requirements as to which appropriate proceedings have been timely
and properly taken in good faith so long as the pendency of any and all such
proceedings could not reasonably be expected to give rise to a Material Adverse
Effect or the payment of a Material Environmental Amount.

       (c)  Prior to acquiring any ownership or leasehold interest in real
property, or other interest in any real property (x) involving aggregate value
for such property (including improvements thereof) of $2,000,000 or more and (y)
that could give rise to the Borrower or any Subsidiary being found an owner,
operator, or otherwise subject to potential liability under any Environmental
Law (or any entity with such interests in any real property): (i) obtain a
written report by an environmental consulting firm reasonably acceptable to the
Collateral Agent (an "Environmental Consultant") of the Environmental
Consultant's assessment of the presence or potential presence of significant
levels of any Materials of Environmental Concern on, in, under, or about such
property, or of other conditions that could give rise to potentially significant
liability under or violations of Environmental Law relating to such acquisition,
and notify the Agents of such potential acquisition; and (ii) if requested by
the Collateral Agent after learning of such potential acquisition, provide such
Report to the Administrative Agent, provided that in the event that the Borrower
is contractually prohibited from providing any such requested Report prior to
the consummation of the applicable acquisition,

                                     -52-
<PAGE>

such Report shall be delivered promptly upon such consummation. The Collateral
Agent shall have the right, but shall not have any duty, to obtain any such
report.

      (d)  Promptly upon the Collateral Agent's request if there has occurred
or the Collateral Agent reasonably anticipates an Event of Default, permit an
environmental consultant whom the Collateral Agent in its discretion designates
to perform an environmental assessment (including, without limitation: reviewing
documents; interviewing knowledgeable persons; and sampling and analyzing soil,
air, surface water, groundwater, and/or other media in or about property owned
or leased by the Borrower or any of its Subsidiaries, or on which operations of
the Borrower or any of its Subsidiaries otherwise take place). Such
environmental assessment shall be in form, scope, and substance satisfactory to
the Collateral Agent. The Borrower and its Subsidiaries shall cooperate fully in
the conduct of such environmental assessment, and Borrower shall pay the costs
of such environmental assessment immediately upon written demand by the
Administrative Agent. The Collateral Agent shall have the right, but shall not
have any duty, to request and/or obtain such environmental assessment.

      Section 6.8.  SPV Collateral.  Notwithstanding any provision of this
Agreement to the contrary, in no event shall the SPV have any obligation to
grant any Lien upon any of its Property to the Administrative Agent, the
Collateral Agent or the Lenders and the Lenders acknowledge that they have no
Lien or interest in the Securitized Receivables, any collections or other
proceeds thereof, the Related Security or any other Property of the SPV.

      Section 6.9.  Essential Trade Creditors. Promptly use reasonable efforts
to cause essential trade creditors to execute an agreement (in form and
substance satisfactory to the Agents and the Pre-Petition Agents) with the
Borrower pursuant to which such essential trade creditor agrees to continue to
extend credit to and supply goods and/or services to the Borrower and its
Subsidiaries on normal and customary terms in accordance with industry standards
or terms acceptable to the Administrative Agent and the Pre-Petition Agents and
consistent with the assumptions used in the Borrower's projections that support
feasibility of the Borrower and that have been approved by the Administrative
Agent and the Pre-Petition Agent.

Section 7.  Negative Covenants.

      The Borrower hereby agrees that, so long as any Commitments remain in
effect, any Letter of Credit remains outstanding or any Loan or other amount is
owing to any Lender or any Agent hereunder, the Borrower shall not, and shall
not permit any of its Subsidiaries to, directly or indirectly:

      Section 7.1.  Chapter 11 Claims.  Create, incur, assume or suffer to
exist (in each case, to "Incur") or permit any unsecured claim in the Chapter 11
Cases or (subject to Section 726(b) of the Bankruptcy Code) any superseding case
or cases under Chapter 7 of the Bankruptcy Code (including, without limitation,
any deficiency claim remaining after the satisfaction of a Lien that secures a
claim) to be pari passu with or senior to the claims of the Agents and the
Lenders against the Borrower and the Guarantors on the Post-Petition
Obligations, or apply to the Bankruptcy Court for authority so to do, except for
the Administrative Expense Carve-Out and except as otherwise provided in the
Interim Financing Order.

                                     -53-
<PAGE>

     Section 7.2. Limitation on Indebtedness.  Incur any Indebtedness after the
Petition Date, except:

               (a)  Indebtedness of any Loan Party pursuant to any Loan
     Document;

               (b)  Indebtedness of the Borrower to any Subsidiary and of any
     Wholly Owned Subsidiary Guarantor to the Borrower or any other Subsidiary
     Incurred after the Petition Date, provided that Holly Finance Company shall
     not be permitted to Incur Indebtedness pursuant to this subsection (b);

               (c)  Indebtedness secured by Liens permitted by Section 7.3(g) in
     an aggregate principal amount not to exceed, when added to the Capital
     Lease Obligations permitted under paragraph (d) of this Section 7.2,
     $1,000,000;

               (d)  Capital Lease Obligations in an aggregate principal amount
     not to exceed, when added to the Indebtedness permitted under paragraph (c)
     of this Section 7.2, $1,000,000;

               (e)  Indebtedness outstanding on the date hereof and listed on
     Schedule 7.2(e);

               (f)  guarantees made in the ordinary course of business by the
     Borrower or any of its Subsidiaries of obligations of any Wholly Owned
     Subsidiary Guarantor;

               (g)  Indebtedness of the Borrower and its Subsidiaries to
     Commodity Credit Corporation on a non-recourse basis in an aggregate
     principal amount not to exceed 80% of the fair market value of the Property
     securing such Indebtedness pursuant to Section 7.3(f) at any one time
     outstanding;

               (h)  Indebtedness of Holly Finance Company not to exceed
     $5,000,000 in aggregate principal amount outstanding at any time;

               (i)  the Pre-Petition Obligations and Adequate Protection
     Obligations;

               (j)  Indebtedness of the Permitted Sellers pursuant to the
     Receivables Securitization Program;

               (k)  Indebtedness under any Interest Rate Protection Agreements
     entered into to protect the Borrower or any of its Subsidiaries against
     fluctuations in interest rates and not for speculative purposes; and

               (l)  additional unsecured Indebtedness in an aggregate principal
     amount not to exceed $2,500,000.

     Section 7.3.   Limitation on Liens.  Create, incur, assume or suffer to
exist any Lien upon any of its Property or revenues, whether now owned or
hereafter acquired, or apply to the Bankruptcy Court for authority to do so,
except for:

                                     -54-
<PAGE>

          (a)  Liens for taxes not yet due or which are being contested in good
faith by appropriate proceedings, provided that adequate reserves with respect
thereto are maintained on the books of the Borrower or its Subsidiaries, as the
case may be, in conformity with GAAP;

          (b)  carriers', warehousemen's, mechanics', materialmen's, repairmen's
or other like nonconsensual Liens imposed by operation of law, arising in the
ordinary course of business which are not overdue for a period of more than 30
days or which are being contested in good faith by appropriate proceedings;

          (c)  pledges or deposits in connection with workers' compensation,
unemployment insurance and other social security legislation;

          (d)  deposits to secure the performance of bids, trade contracts
(other than for borrowed money), leases, statutory obligations, surety and
appeal bonds, performance bonds and other obligations of a like nature incurred
in the ordinary course of business;

          (e)  easements, rights-of-way, restrictions, minor irregularities in
title, and other similar encumbrances incurred in the ordinary course of
business which, in the aggregate, are not material in amount and which do not in
any case materially detract from the value of the Property subject thereto or
materially interfere with the ordinary conduct of the business of the Borrower
or any of its Subsidiaries;

          (f)  Liens securing CCC Loans of the Borrower and any of its
Subsidiaries; provided that (i) such Indebtedness provides no recourse to the
Borrower and any of its Subsidiaries and (ii) such Liens do not at any time
encumber any Property other than the specific sugar or sugar-related products
financed by such Indebtedness;

          (g)  Liens in existence on the date hereof listed on Schedule 7.3(g),
securing Indebtedness permitted by Section 7.2(e), provided that no such Lien is
spread to cover any additional Property after the Closing Date and that the
amount of Indebtedness secured thereby is not increased;

          (h)  Liens securing Indebtedness of the Borrower and any of its
Subsidiaries incurred pursuant to Section 7.2(c) or (d) to finance the
acquisition or lease of fixed or capital assets, provided that (i) such Liens
shall be created substantially simultaneously with the acquisition of such fixed
or capital assets, (ii) such Liens do not at any time encumber any Property
other than the Property financed by such Indebtedness and (iii) the amount of
Indebtedness secured thereby is not increased;

          (i)  Liens created pursuant to the Security Documents;

          (j)  any interest or title of a lessor under any lease entered into by
the Borrower or any Subsidiary of the Borrower in the ordinary course of its
business and covering only the assets so leased;

                                     -55-
<PAGE>

          (k)  Liens securing Indebtedness of Holly Finance Company permitted
     under subsection 7.2(h) on notes payable to Holly Finance Company in
     respect of loans made by it in the ordinary course of its business to
     growers;

          (l)  rights of lessees of equipment owned by the Borrower or any of
     its Subsidiaries not interfering with the normal conduct of the Borrower's
     business;

          (m)  Liens securing  the Pre-Petition Obligations;

          (n)  Priority Liens; and

          (o)  the interest of any purchaser or investor of the Permitted
     Sellers' Securitized Receivables purchased or any Lien securing
     Indebtedness of the SPV to an investor under the Receivables Securitization
     Program in such Securitized Receivables.

     Section 7.4.  Limitation on Fundamental Changes. Enter into any merger,
consolidation or amalgamation, or liquidate, wind up or dissolve itself (or
suffer any liquidation or dissolution), or Dispose of, all or substantially all
of its Property or business, or make any material change in its present method
of conducting business or create any new Subsidiary, except:

          (a)  any Subsidiary of the Borrower may be merged or consolidated
     with or into the Borrower (provided that the Borrower shall be the
     continuing or surviving corporation) or with or into any Wholly Owned
     Subsidiary Guarantor (provided that the Wholly Owned Subsidiary Guarantor
     shall be the continuing or surviving corporation); and

          (b)  any Subsidiary of the Borrower may Dispose of any or all of its
     assets (upon voluntary liquidation or otherwise) to the Borrower or any
     Wholly Owned Subsidiary Guarantor.

     Section 7.5.  Limitation on Sale of Assets.  Dispose of any of its
Property or business (including, without limitation, receivables and leasehold
interests), whether now owned or hereafter acquired, or, in the case of any
Subsidiary, issue or sell any shares of such Subsidiary's Capital Stock to any
Person, except:

          (a)  the Disposition of obsolete or worn out property in the ordinary
     course of business (including the expiration or termination of leasehold
     interests related to receiving station leases);

          (b)  the sale of inventory in the ordinary course of business;

          (c)  Dispositions permitted by Section 7.4(b);

          (d)  Dispositions of assets to the extent such assets are replaced
     with assets providing the same function for the Borrower and its
     Subsidiaries as such replaced assets provided; provided that such
     Disposition is provided for in the Budget;

                                     -56-
<PAGE>

          (e)  the sale or issuance of any Subsidiary's Capital Stock to the
     Borrower or any Guarantor; and

          (f)  the Disposition by the Permitted Sellers of all or substantially
     all of its Receivables pursuant to the Receivables Securitization Program,
     provided that the maximum amount of the Receivables Securitization Program
     shall not exceed $110,000,000 at any time.

     Section 7.6.   Limitation on Dividends. Declare or pay any dividend
(other than dividends payable solely in common stock of the Person making such
dividend) on, or make any payment on account of, or set apart assets for a
sinking or other analogous fund for, the purchase, redemption, defeasance,
retirement or other acquisition of, any shares of any class of Capital Stock of
the Borrower or any Subsidiary or any warrants or options to purchase any such
Capital Stock, whether now or hereafter outstanding, or make any other
distribution in respect thereof, either directly or indirectly, whether in cash
or property or in obligations of the Borrower or any Wholly Owned Subsidiary
(collectively, "Restricted Payments"), except that any Wholly Owned Subsidiary
may make Restricted Payments to the Borrower or any other Wholly-Owned
Subsidiary Guarantor.

     Section 7.7.   Limitation on Capital Expenditures.  Make or commit to
make (by way of the acquisition of securities of a Person or otherwise) any
Capital Expenditure or Capitalized Refurbishment Expenditure, except as
permitted under the Budget.

     Section 7.8.   Limitation on Investments, Loans and Advances.  Make any
advance, loan, extension of credit (by way of guaranty or otherwise) or capital
contribution to, or purchase any stock, bonds, notes, debentures or other
securities of or any assets constituting all or a material part of a business
unit of, or make any other investment in, any Person, except:

               (a)  extensions of trade credit pursuant to the Budget;

               (b)  investments in Cash Equivalents, to the extent the foregoing
     comply with either Section 345 of the Bankruptcy Code or an order of the
     Bankruptcy Court approving such investments;

               (c)  Guarantee Obligations permitted by Section 7.2 incurred
     after the Petition Date;

               (d)  loans and advances after the Petition Date to employees of
     the Borrower or its Subsidiaries in the ordinary course of business
     (including, without limitation, for travel, entertainment and relocation
     expenses) in an aggregate amount for the Borrower and its Subsidiaries not
     to exceed $500,000 at any one time outstanding;

               (e)  investments by the Borrower or any of its Subsidiaries in
     the Borrower or any Person that, prior to such investment, is a Wholly
     Owned Subsidiary Guarantor;

               (f)  Loans by Holly Finance Company or Holly Sugar Corporation in
     the ordinary course of business not to exceed $5,000,000 in the aggregate
     outstanding at any time; and

                                     -57-
<PAGE>

               (g)  investments, advances, loans, extensions of credit existing
     on the Petition Date and on the date hereof and listed on Schedule 7.8(g),
     including without limitation the investments in the SPV.

     Section 7.9.   Limitation on Transactions with Affiliates. Enter into any
transaction, including, without limitation, any purchase, sale, lease or
exchange of Property, the rendering of any service or the payment of any
management, advisory or similar fees, with any Affiliate (other than the
Borrower or any Wholly Owned Subsidiary Guarantor) unless such transaction is
(a) not prohibited under this Agreement and (b) upon fair and reasonable terms
no less favorable to the Borrower or such Subsidiary, as the case may be, than
it would obtain in a comparable arm's length transaction with a Person which is
not an Affiliate. The foregoing shall not prohibit the sale of all or
substantially all of the Permitted Sellers' Receivables, or any undivided
interest therein, pursuant to the Receivables Securitization Program.

     Section 7.10.  Limitation on Sales and Leasebacks.  Enter into any
arrangement with any Person providing for the leasing by the Borrower or any
Subsidiary of real or personal property which has been or is to be sold or
transferred by the Borrower or such Subsidiary to such Person or to any other
Person to whom funds have been or are to be advanced by such Person on the
security of such property or rental obligations of the Borrower or such
Subsidiary, other than any arrangements otherwise expressly permitted under this
Agreement, the Budget and the Financing Order.

     Section 7.11.  Limitation on Changes in Fiscal Periods. Permit the fiscal
year of the Borrower to end on a day other than September 30 or change the
Borrower's method of determining fiscal quarters.

     Section 7.12.  Limitation on Negative Pledge Clauses. Enter into or suffer
to exist or become effective any agreement which prohibits or limits the ability
of the Borrower or any of its Subsidiaries to create, incur, assume or suffer to
exist any Lien upon any of its Property or revenues, whether now owned or
hereafter acquired, other than (a) this Agreement and the other Loan Documents,
(b) any agreements governing any purchase money Liens or Capital Lease
Obligations otherwise permitted hereby (in which case, any prohibition or
limitation shall only be effective against the assets financed thereby) and (c)
the foregoing shall not apply to restrictions on the transfer or encumbrance by
the SPV of any Property, including without limitation Receivables, owned by it
contained in the documentation for the Receivables Securitization Program.

     Section 7.13.  Limitation on Restrictions on Subsidiary Distributions.
Enter into or suffer to exist or become effective any consensual encumbrance or
restriction on the ability of any Subsidiary of the Borrower to (a) pay
dividends or make any other distributions in respect of any Capital Stock of
such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any
other Subsidiary of the Borrower, (b) make loans or advances to the Borrower or
any other Subsidiary of the Borrower or (c) transfer any of its assets to the
Borrower or any other Subsidiary of the Borrower, except for such encumbrances
or restrictions existing under or by reason of (i) any restrictions existing
under the Loan Documents, and (ii) any restriction with respect to the SPV or
any of its Property.


     Section 7.14.  Limitation on Lines of Business.  Enter into any business,
either directly or through any Subsidiary, except for those businesses in which
the Borrower or any of its Subsidiaries are engaged on the date of this
Agreement.

                                     -58-
<PAGE>

     Section 7.15.  Reclamation Claims.  Make any payments or transfer any
Property on account of claims asserted by any of the Borrower's or the
Subsidiaries' vendors for reclamation rights in accordance with Section 2-702 of
the UCC and Section 546(c) of the Bankruptcy Code without prior approval of the
Bankruptcy Court.

     Section 7.16.  Unauthorized Transactions.  (a) Expend for Total Cash Costs
of Manufacture and SG&A Expense during any period commencing on the Petition
Date and ending on the last day of each budget week included in the Budget,
funds in an amount in excess of 120% of the cumulative total amounts shown in
the Budget for such items during the same period or (b) without prior approval
of the Bankruptcy Court, either pay pre-petition liabilities (other than the
Pre-Petition Obligations) or expend funds for any purpose not provided for in
the Budget.

     Section 7.17.  Executory Contracts.  Assume any material executory
contracts under Section 365 of the Bankruptcy Code without prior approval of the
Bankruptcy Court.

     Section 7.18.  Limitation on Restrictions on Disclosure of Certain
Information.  Enter into or suffer to exist or become effective any consensual
encumbrance or restriction on the ability of the Borrower to disclose to the
Agents, the Lenders, the Pre-Petition Agents and the Pre-Petition Lenders the
information and matters the Borrower is required to report pursuant to Section
6.2(f) of this Agreement.

     Section 7.19.  Financial Condition Covenants.

       (a)   Consolidated Interest Coverage Ratio.  Permit the Consolidated
Interest Coverage Ratio as of March 31, 2001 and June 30, 2001, to be less than
0.25 to 1.

       (b)   Consolidated Current Ratio. Permit its Consolidated Current Ratio
to be less than 1.2 to 1 at any time.

       (c)   Maintenance of Net Worth.  Permit its Consolidated Net Worth to be
less than $175,000,000 at any time.

       (d)   Minimum EBITDA.  Permit its Consolidated EBITDA for any period
commencing on January 1, 2001 and ending on the last day of each fiscal quarter
set forth below to be less than the amount set forth below opposite such fiscal
quarter:


               Quarter Ending               Minimum Amount

               March 31, 2001                 $2,750,000
               June 30, 2001                  $9,000,000


Section 8.  Collateral.

     Section 8.1.   Security.  As collateral security for the prompt and
complete payment and performance when due (whether at stated maturity, by
acceleration or otherwise) of the Post-Petition Obligations and the Adequate
Protection Obligations and to induce the Lenders to make the DIP Credit Facility
available to the Borrower in accordance with the terms hereof, the Borrower and
each

                                     -59-
<PAGE>

of the Guarantors hereby assigns, creates, grants, conveys, mortgages,
pledged, hypothecates and transfers to the Collateral Agent for the ratable
benefit of the Lenders, first priority Liens (subject to Priority Liens) in
accordance with Sections 364(c) and (d) of the Bankruptcy Code in all right,
title and interest of the Borrower and each of the Guarantors in and to any and
all Property, assets and things of value of every kind or type, tangible,
intangible, real, personal and fixed, whether now owned or hereafter acquired
and wherever located, including, without limitation, all inventory, farm
products, equipment, accounts (other than Securitized Receivables and the
Related Security), contracts, real property, general intangibles (including
patents and trademarks), chattel paper, investment property and shares of stock
(other than shares of Capital Stock of Excluded Foreign Subsidiaries), cash,
cash equivalents, instruments, documents, bank accounts (other than bank
accounts required under the terms of the Receivable Securitization Program),
deposit accounts, certificates of deposit, and, to the extent not otherwise
included, (i) all proceeds of each of the foregoing, (ii) all accessions to,
substitutions and replacements for, and insurance and condemnation proceeds,
rents, profits and products of each of the foregoing, (iii) all monies and other
property of any kind and nature recovered by the Borrower and each of the
Guarantors in accordance with the provisions of the Bankruptcy Code, including,
without limitation, Sections 544, 547 and 548 thereof, or other applicable law
but except as otherwise provided in the Interim Financing Order, (iv) the Pre-
Petition Collateral and (v) all Property of the Borrower and each of the
Guarantors held by the Collateral Agent or any Lender, including without
limitation, the funds from time to time on deposit in the special restricted
accounts referred to in Section 8.3 hereof and all other Property of every
description, now or hereafter in the possession or custody of or in transit to
the Collateral Agent or any Lender for any purpose, including safekeeping,
collection or pledge, for the account of the Borrower or any Guarantor or as to
which the Borrower or any Guarantor may have any right or power (all of which
being hereinafter collectively referred to as the "Collateral").

     Section 8.2.   Perfection of Security Interests. (a) At the request of the
Collateral Agent or the Required Lenders and at the Borrower's expense, the
Borrower and each of the Guarantors shall (i) execute and deliver to the
Collateral Agent documentation satisfactory to the Collateral Agent or the
Lenders evidencing the Liens granted hereby, providing for the perfection of
such Liens and evidencing that the automatic stay provisions of Section 362 of
the Bankruptcy Code have been modified to permit the execution, delivery and
filing of such documentation, and (ii) perform or take any and all steps at any
time necessary to perfect, maintain, protect and enforce the Collateral Agent's
Lien on the Collateral; provided, however, that no such documentation shall be
required as a condition to the validity, priority or perfection of any of the
Liens created pursuant to this Agreement which security interests and liens
shall be deemed valid and properly perfected upon approval by the Bankruptcy
Court of the Financing Order.

     (b)  Until all Post-Petition Obligations and Adequate Protection
Obligations have been indefeasibly satisfied and paid in full by the Debtors and
the DIP Commitments shall have terminated, the Collateral Agent's security
interest in the Collateral as security for such obligations shall continue in
full force and effect.

     (c)  Notwithstanding the provisions of Section 8.2(a) hereof, or failure on
the part of the Borrower, any Guarantor, the Collateral Agent or any Lender to
perfect, maintain, protect or enforce the Collateral Agent's Lien on the
Collateral, the Financing Order shall automatically, and without further action
by any Person, perfect the Collateral Agent's Lien against the Collateral.

                                     -60-
<PAGE>

     Section 8.3.   Receivables and Inventory Collections. The Borrower and the
Guarantors agree to continue, or if appropriate, forthwith make, such
arrangements as shall be necessary or appropriate to assure that all proceeds of
the inventory and accounts receivable (other than the Securitized Receivables
and the Related Security but including the amounts paid to the Permitted Sellers
pursuant to the Receivable Securitization Program) of the Borrower and the
Guarantors and any other Cash Collateral generated after the Closing Date are
deposited (in the same form as received) in an account maintained with the
Collateral Agent or accounts under the control of the Collateral Agent which
provide for collections therein to be transmitted to an account maintained with
the Collateral Agent, all such accounts maintained with or under the control of
the Collateral Agent to constitute special restricted accounts. The Borrower
acknowledges on behalf of itself and the Guarantors that the Collateral Agent
has (and is hereby granted to the extent that it does not already have) a Lien
for the ratable benefit of the Lenders on such accounts and all funds contained
therein to secure the Obligations, subject to the provisions of the Financing
Order and the Bankruptcy Code. Cash held in such restricted accounts shall
constitute Cash Collateral subject to the Financing Order (if in effect) and
otherwise as the Bankruptcy Court shall determine.

     Section 8.4.   Rights of Collateral Agent. The Collateral Agent may, or
upon the direction of the Required Lenders, shall, in each case at any time on
or after the Termination Date, after first notifying the Borrower of its
intention to do so, notify account debtors, parties to contracts with the
Borrower or any Guarantor, obligors on instruments of the Borrower or any
Guarantor and obligors in respect of chattel paper of the Borrower or any
Guarantor that the right, title and interest of the Borrower and the Guarantors
in and under such accounts, such contracts, such instruments and such chattel
paper have been assigned to the Collateral Agent and that payments shall be made
directly to the Collateral Agent. Upon the request of the Collateral Agent or
the Required Lenders on or after the Termination Date, the Borrower will, and
will cause the Guarantors to, so notify such account debtors, such parties to
contracts, obligors on such instruments and obligors in respect of such chattel
paper. Upon the occurrence and during the continuation of a Default or an Event
of Default, the Collateral Agent may in its own name or in the name of others
communicate with such parties to such accounts, such contracts, such instruments
and such chattel paper to verify with such persons to the Collateral Agent's
satisfaction the existence, amount and terms of any such accounts, contracts,
instruments or chattel paper. Anything in this Section to the contrary
notwithstanding, (i) the Collateral Agent and the Lenders shall not have any of
the rights specified in this Section and (ii) the Borrower and the Guarantors
shall not have any of the obligations specified in this Section, in each case
with respect to any Securitized Receivables, any Related Security, any Contract
(as defined on Exhibit I hereto) or any Obligor (as defined on Exhibit I
hereto), it being the intention and agreement of the Agents and the Lenders that
the provision of this Section shall not apply to the SPV, any Property of the
SPV or any of the Securitized Receivables and the Related Security.

     Section 8.5.   Performance by Collateral Agent of Debtor's Post-Petition
Obligations. If the Borrower or any Guarantor fails to perform or comply with
any of its agreements contained in this Agreement, the other Loan Documents or
the Financing Order and the Collateral Agent or any Lender, as provided for by
the terms of this Agreement, shall itself perform or comply, or otherwise cause
performance or compliance, with such agreement, the reasonable expenses of the
Collateral Agent or such Lender incurred in connection with such performance or
compliance, together with interest thereon at the rate per annum determined by
adding 4.5% to the Base Rate as from time to time in effect, shall be payable by
the Borrower to the Collateral Agent or such Lender on demand and shall
constitute Post-Petition Obligations secured by the Collateral. Moreover,
neither the

                                     -61-
<PAGE>

Collateral Agent nor any Lender shall in any way be responsible for the payment
of any costs incurred in connection with preserving or disposing of Collateral
pursuant to Section 506(c) of the Bankruptcy Code, and the Collateral may not be
charged for the incurrence of any such cost.

     Section 8.6.   Collateral Agent's Appointment as Attorney-in-Fact (a) The
Borrower and each of the Guarantors hereby irrevocably constitutes and appoints
the Collateral Agent and any officer or Collateral Agent thereof, with full
power of substitution, as its true and lawful attorney-in-fact with full
irrevocable power and authority in the place and stead of the Borrower and each
of the Guarantors and in the name of the Borrower or such Guarantor or in the
Collateral Agent's own name, from time to time in the Collateral Agent's
discretion, for the purpose of collecting the Post-Petition Obligations when due
in accordance with the provisions of this Agreement, to take any and all
appropriate action and to execute and deliver any and all documents and
instruments which may be necessary and desirable to accomplish such purpose,
and, without limiting the generality of the foregoing, hereby gives the
Collateral Agent the power and right, on behalf of the Borrower and the
Guarantors, without notice to or assent from them, to do the following:

               (i)   to ask, demand, collect, receive and give acquittances and
     receipts for any and all monies due and to become due under any Collateral
     and, in the name of the Borrower or any Guarantor or the Collateral Agent's
     own name or otherwise, to take possession of and endorse and collect any
     checks, drafts, notes, acceptances or other instruments for the payment of
     moneys due under any Collateral and to file any claim or to take any other
     action or proceeding in any court of law or equity or otherwise deemed
     appropriate by the Collateral Agent or any Lender for the purpose of
     collecting any and all moneys due under any Collateral whenever payable and
     to file any claims or to take any other action or proceeding in any court
     of law or equity or otherwise deemed appropriate by the Collateral Agent or
     any Lender for the purpose of collecting any and all such moneys due under
     any Collateral whenever payable, subject to the terms and conditions of the
     Receivables Securitization Program;

               (ii)  to pay or discharge taxes, liens, security interests or
     other encumbrances levied or placed on or threatened against the
     Collateral, to effect any repairs or any insurance called for by the terms
     of this Agreement and to pay all or any part of the premiums therefor and
     the costs thereof; and

               (iii) (A) to direct any party liable for any payment under any of
     the Collateral to make payment of any and all moneys due, and to become
     due, and to become due thereunder, directly to the Collateral Agent or as
     the Collateral Agent shall direct; (B) to receive payment of and receipt
     for any and all moneys, claims and other amounts due and to become due at
     any time in respect of or arising out of any Collateral; (C) to sign and
     endorse any invoices, freight or express bills, bills of lading, storage or
     warehouse receipts, drafts against the Borrower or any Guarantor,
     assignments, verifications and notices in connection with accounts and
     other documents constituting or relating to the Collateral; (D) to commence
     and prosecute any suits, actions or proceedings at law or equity in any
     court of competent jurisdiction  to collect the Collateral or any part
     thereof and to enforce any other right in respect of any Collateral; (E) to
     defend any suit, action or proceeding brought against the Borrower or any
     Guarantor with respect to any Collateral; (F) to settle, compromise or
     adjust any suit, action or proceeding described above and, in connection
     therewith, to give such

                                     -62-
<PAGE>

     discharges or releases as the Collateral Agent or the Required Lenders may
     deem appropriate; (G) to license or, to the extent permitted by an
     applicable license, sublicense, whether general, special or otherwise, and
     whether on an exclusive or non-exclusive basis, any trademark, throughout
     the world for such term or terms, on such conditions, and in such manner,
     as the Collateral Agent or the Required Lenders shall in its or their sole
     discretion determine is appropriate to liquidate the Collateral; and (H)
     generally to sell, transfer, pledge, make any agreement with respect to or
     otherwise deal with any of the Collateral as fully and completely as though
     the Collateral Agent were the absolute owner thereof for all purposes, and
     to do, at the option of the Collateral Agent or any Lender and at the
     Borrower's expense, at any time, or from time to time, all acts and things
     which the Collateral Agent or such Lender reasonably deems necessary to
     protect, preserve or realize upon the Collateral and the Collateral Agent's
     lien therein, in order to effect the intent of this Agreement, all as fully
     and effectively as the Borrower and the Guarantors might do; provided that
     the foregoing shall not apply to the Securitized Receivables or any Related
     Security.

     (b)  The Collateral Agent and each Lender agrees that it will forbear from
exercising the power of attorney or any rights granted to them pursuant to this
Section 8.6 until after the Maturity Date or as otherwise expressly permitted by
this Agreement.  The Borrower and the Guarantors hereby ratifies, to the extent
permitted by law, all that said attorneys shall lawfully do or cause to be done
by virtue hereof.  The power of attorney granted pursuant to this Section 8.6 is
a power coupled with an interest and shall be irrevocable until the Post-
Petition Obligations and the Adequate Protection Obligations are indefeasibly
paid in full and the DIP Commitments have terminated.

     (c)  The powers conferred on the Collateral Agent and the Lenders hereunder
are solely to protect the Collateral Agent's and the Lenders' interests in the
Collateral and shall not impose any duty upon any of them to exercise any such
powers.  The Collateral Agent and each Lender shall be accountable only for
amounts that it actually receives as a result of the exercise of such powers and
neither it nor any of its officers, directors, employees or Collateral Agents
shall be responsible to the Borrower and the Guarantors for any act or failure
to act, except for its own gross negligence or willful misconduct.

     (d)  The Borrower and each Guarantor also authorizes the Collateral Agent,
at any time and from time to time on and after the Termination Date or as
otherwise expressly permitted by this Agreement, (i) to communicate, in the name
of the Borrower or such Guarantor or in the Collateral Agent's own name (at the
Collateral Agent's option), with any party to any contract (other than any
Contract constituting Related Security) with regard to the assignment of the
right, title and interest of the Borrower or such Guarantor in and under the
contracts hereunder and other matters relating thereto and (ii) to execute any
endorsements, assignments or other instruments or conveyance or transfer with
respect to the Collateral.

     Section 8.7.   Administrative Expense Carve-Out.  The Agent and the
Lenders hereby subordinate their claims on the Pre-Petition Obligations and
their Liens on the Collateral as security for the Pre-Petition Obligations in
each case to (x) the payment of the amount allowed by the Bankruptcy Court for
professional fees and disbursements subject to Section 503(b)(2) of the
Bankruptcy Code incurred by the Debtors and any statutory committees appointed
in the Chapter 11 Cases, and (y) the payment of fees pursuant to 28 U.S.C.
(S)1930, collectively in an amount not to exceed the Administrative Expense
Carve-Out, provided that Cash Collateral collected and applied

                                     -63-
<PAGE>

by the Lenders prior to the Maturity Date shall not be subject to the
Administrative Expense Carve-Out. Nothing herein contained shall subordinate or
in any way impair or otherwise affect the Superpriority Claims of the Agents and
the Lenders on the Post-Petition Obligations or the Liens securing the Post-
Petition Obligations and the Adequate Protection Obligations. Fees and expenses
paid by the Debtors prior to the Termination Date shall not reduce the amount of
the Administrative Expense Carve-Out.

Section 9.     Events of Default.

     Section 9.1.   Events of Default.  Any of the following events shall
constitute an Event of Default:

               (a)  The Borrower shall fail to pay any principal of any Loan or
     Reimbursement Obligation when due in accordance with the terms hereof; or
     the Borrower shall fail to pay any interest on any Loan or Reimbursement
     Obligation, or any other amount payable hereunder or under any other Loan
     Document or under the Financing Order, within two Business Days after any
     such interest or other amount becomes due in accordance with the terms
     hereof or thereof; or the Borrower shall fail to pay any Adequate
     Protection Obligation when due in accordance with the terms of the
     Financing Order; or

               (b)  Any representation or warranty made or deemed made by any
     Loan Party herein or in any other Loan Document or which is contained in
     any certificate, document or financial or other statement furnished by it
     at any time under or in connection with this Agreement or any such other
     Loan Document shall prove to have been inaccurate in any material respect
     on or as of the date made or deemed made; or

               (c)  Any Loan Party shall default in the observance or
     performance of any agreement contained in Section 6.4(a), Section 6.6(a),
     Section 7, or Section 8; or

               (d)  Any Loan Party shall default in the observance or
     performance of any other agreement contained in this Agreement or any other
     Loan Document (other than as provided in paragraphs (a) through (c) of this
     Section), and such default shall continue unremedied for a period of 30
     days; or

               (e)  (i) Any Person shall engage in any "prohibited transaction"
     (as defined in Section 406 of ERISA or Section 4975 of the Code) involving
     any Plan, (ii) any "accumulated funding deficiency" (as defined in Section
     302 of ERISA), whether or not waived, shall exist with respect to any Plan
     or any Lien in favor of the PBGC or a Plan shall arise on the assets of the
     Borrower or any Commonly Controlled Entity, (iii) a Reportable Event shall
     occur with respect to, or proceedings shall commence to have a trustee
     appointed, or a trustee shall be appointed, to administer or to terminate,
     any Single Employer Plan, which Reportable Event or commencement of
     proceedings or appointment of a trustee is, in the reasonable opinion of
     the Required Lenders, likely to result in the termination of such Plan for
     purposes of Title IV of ERISA, (iv) any Single Employer Plan shall
     terminate for purposes of Title IV of ERISA, (v) the Borrower or any
     Commonly Controlled Entity shall, or in the reasonable opinion of the
     Required Lenders is likely to, incur any liability in connection with a
     withdrawal from, or the Insolvency or Reorganization of, a Multiemployer

                                     -64-
<PAGE>

     Plan or (vi) any other event or condition shall occur or exist with respect
     to a Plan; and in each case in clauses (i) through (vi) above, such event
     or condition, together with all other such events or conditions, if any,
     could reasonably be expected to have a Material Adverse Effect; or

               (f)  One or more judgments or decrees shall be entered against
     any Non-Debtor Subsidiary involving in the aggregate a liability (to the
     extent not paid or fully covered by insurance as to which the relevant
     insurance company has acknowledged coverage) of $5,000,000 or more, and all
     such judgments or decrees shall not have been vacated, discharged, stayed
     or bonded pending appeal within 30 days from the entry thereof; or

               (g)  The guarantee contained in Section 11 of this Agreement
     shall cease, for any reason, to be in full force and effect or any Loan
     Party or any Affiliate of any Loan Party shall so assert; or

               (h)  (i) Any Non-Debtor Subsidiary that owns assets with an
     aggregate net book value in excess of $10,000,000 shall commence any case,
     proceeding or other action (A) under any existing or future law of any
     jurisdiction, domestic or foreign, relating to bankruptcy, insolvency,
     reorganization or relief of debtors, seeking to have an order for relief
     entered with respect to it, or seeking to adjudicate it a bankrupt or
     insolvent, or seeking reorganization, arrangement, adjustment, winding-up,
     liquidation, dissolution, composition or other relief with respect to it or
     its debts, or (B) seeking appointment of a receiver, trustee, custodian,
     conservator or other similar official for it or for all or any substantial
     part of its assets, or any Non-Debtor Subsidiary shall make a general
     assignment for the benefit of its creditors; or (ii) there shall be
     commenced against any such Non-Debtor Subsidiary any case, proceeding or
     other action of a nature referred to in clause (i) above which (A) results
     in the entry of an order for relief or any such adjudication or appointment
     or (B) remains undismissed, undischarged or unbonded for a period of 60
     days; or (iii) there shall be commenced against any such Non-Debtor
     Subsidiary any case, proceeding or other action seeking issuance of a
     warrant of attachment, execution, distraint or similar process against all
     or any substantial part of its assets which results in the entry of an
     order for any such relief which shall not have been vacated, discharged, or
     stayed or bonded pending appeal within 60 days from the entry thereof; or
     (iv) the Borrower or any such Non-Debtor Subsidiary shall take any action
     in furtherance of, or indicating its consent to, approval of, or
     acquiescence in, any of the acts set forth in clause (i), (ii), or (iii)
     above; or (v) any such Non-Debtor Subsidiary shall generally not, or shall
     be unable to, or shall admit in writing its inability to, pay its debts as
     they become due; or

               (i)  The failure of the Borrower or any Guarantor to comply with
     any of the terms of the Financing Order or the occurrence of any condition
     or event which permits the Lenders to exercise any of the remedies set
     forth in the Financing Order, including, without limitation, any
     "Termination Event" as defined in the Financing Order; or

               (j)  Any failure by the Borrower or any Guarantor to observe or
     perform any of the material terms or conditions of any order, stipulation
     or other arrangements entered by the Bankruptcy Court in the Chapter 11
     Cases which has a material adverse effect on the Lenders

                                     -65-
<PAGE>

     as reasonably determined by the Lenders, including but not limited to the
     Financing Order and any order relating to the Receivables Securitization
     Program or the SPV; or

               (k)  The granting of a Lien on or other interest in any Property
     of the Borrower or any Guarantor, or Superpriority Claim, by any Bankruptcy
     or District Court Judge which is superior to or ranks in parity with the
     Lien of the Collateral Agent granted in this Agreement and the Financing
     Order except for the Administrative Expense Carve Out and as otherwise
     permitted under the Financing Order; or

               (l)  Any Lien purported to be created by this Agreement, the
     Security Documents, the Interim Financing Order or the Final Financing
     Order in any of the Collateral shall, for any reason, cease to be valid or
     any action is commenced by any Loan Party which contests the validity,
     perfection or enforceability of any pre-petition Liens of Pre-Petition
     Agent under any of the Pre-Petition Loan Documents or any Lien created by
     this Agreement, the Security Documents, the Interim Financing Order or the
     Final Financing Order; or

               (m)  (i) An order shall be entered by the Bankruptcy Court
     confirming a plan of reorganization of any Loan Party without the Lenders'
     and the Pre-Petition Lenders' consent, or (ii) there shall be substantial
     consummation of a plan of reorganization of any Loan Party; or

               (n)  Any provision of any Loan Document shall, for any reason,
     cease to be valid and binding on the Borrower or any of the Guarantors, or
     the Borrower or any of the Guarantors shall so assert in any pleading filed
     in any court, or any Lien created by the Loan Documents or the Financing
     Order shall cease to be a valid and perfected Lien against any of the
     Collateral purported to be covered thereby pursuant to Sections 364(c) and
     (d) of the Bankruptcy Code; or

               (o)  Any of the Chapter 11 Cases shall be dismissed or converted
     to a case under Chapter 7 of the Bankruptcy Code; or

               (p)  A trustee under Chapter 7 or Chapter 11 of the Bankruptcy
     Code shall be appointed in any of the Chapter 11 Cases; or

               (q)  An order of the Bankruptcy Court shall be entered in any of
     the Chapter 11 Cases appointing an examiner with enlarged powers relating
     to the operation of the business (powers beyond those set forth in Section
     1106(a)(3) and (4) of the Bankruptcy Code) under Section 1106(b) of the
     Bankruptcy Code; or

               (r)  The Financing Order shall be amended, modified, stayed,
     vacated, reversed or rescinded in any respect (except for any modification
     made with the prior written consent of the Required Lenders); or

               (s)  Except for Priority Liens, any Lien on Property of any of
     the Debtors shall be granted after the Petition Date to any party other
     than the Agents or the Lenders by the Bankruptcy Court or any other court
     of competent jurisdiction, which Lien is equal or

                                     -66-
<PAGE>

     superior to the Lien of the Agents and the Lenders in such Property as
     security for the Post-Petition Obligations, or any Debtor shall file an
     application for the granting of such a Lien; or

               (t)  An application shall be filed by any Debtor for the approval
     of any other Superpriority Claim in any of the Chapter 11 Cases which is
     pari passu with or senior to the claims of the Agents and the Lenders with
     respect to the Post-Petition Obligations (except for the Administrative
     Expense Carve-Out) or there shall arise any such pari passu or
     Superpriority Claim; or

               (u)  The Bankruptcy Court shall enter an order or orders granting
     relief from the automatic stay applicable under Section 362 of the
     Bankruptcy Code with respect to any Lien on any assets of the Borrower or
     any Guarantor having an aggregate net book value (determined in accordance
     with GAAP) in excess of $500,000 for all such assets; or

               (v)  Any change shall occur in the condition or prospects,
     financial or otherwise, of the Borrower and its Subsidiaries, taken in as a
     whole, which is material and adverse.

     Section 9.2.   Consequences of Event of Default.  When any Event of
Default has occurred and is continuing, the Administrative Agent shall, upon
request of the Required Lenders, upon giving an Enforcement Notice, take any or
all of the following actions, in each case without further order of or
application to the Bankruptcy Court:

               (a)  terminate the Commitments and any other obligations of the
     Lenders to extend any further credit hereunder on the date (which may be
     the date thereof) stated in such notice;

               (b)  demand that any Cash Collateral be applied to reduce or
     collateralize the Post-Petition Obligations and Pre-Petition Obligations as
     set forth in Section 2.9(e) hereof;

               (c)  demand payment of interest on the Post-Petition Obligations
     and Pre-Petition Obligations at the default rates set forth herein and in
     the Financing Order, in which event interest at such rates shall accrue and
     be payable as therein set forth without further order of or application to
     the Bankruptcy Court;

               (d)  the Collateral Agent shall, upon request of the Required
     Lenders, (without regard to whatever other action the Agents or the Lenders
     may be taking), foreclose and realize upon and exercise any other rights or
     remedies with respect to the Collateral as security for the Post-Petition
     Obligations and Pre-Petition Obligations; and

               (e)  the exclusive period of the Debtors to file a plan of
     reorganization pursuant to Section 1121 of the Bankruptcy Code shall
     terminate as to the Lenders and the Lenders and Pre-Petition Lenders shall
     thereafter have the right to file a plan of reorganization for the Debtors
     pursuant to Section 1121(d) of the Bankruptcy Code.

     Section 9.3.   Consequences of Maturity Date.  Upon the occurrence of
the Maturity Date, and in addition to other rights and remedies that may be
exercised pursuant to Section 9.2 hereof, or otherwise, without further order of
or application to the Bankruptcy Court:

                                     -67-
<PAGE>

               (a)  the principal of and the accrued interest on the Notes,
     including both principal and interest, and all fees, charges, commissions
     and any other Post-Petition Obligations, shall be and become immediately
     due and payable without further demand, presentment, protest or notice of
     any kind;

               (b)  the Borrower shall immediately pay to the Collateral Agent
     the full amount of each Letter of Credit (other than cash collateralized
     Letters of Credit) and the Borrower agrees to immediately make such payment
     and acknowledges and agrees that the Lenders would not have an adequate
     remedy at law for failure by the Borrower to make such payment and that the
     Lenders shall have the right to require the Borrower to specifically
     perform such undertaking whether or not any draws have been made under the
     Letters of Credit;

               (c)  upon giving an Enforcement Notice, any automatic stay shall
     terminate and the Agents and Lenders may proceed to enforce their rights
     and remedies hereunder and otherwise;

               (d)  upon giving an Enforcement Notice, the Collateral Agent may,
     and shall, upon the request of the Required Lenders, (without regard to
     whatever other action the Agents or the Lenders are taking) exercise (to
     the extent not already exercised) any rights and remedies available
     pursuant to Section 9.2 hereof upon the occurrence of an Event of Default;

               (e)  upon giving an Enforcement Notice, the Collateral Agent may,
     and shall, upon request of the Required Lenders, (without regard to
     whatever other action the Agents or the Lenders may be taking), foreclose
     and realize upon and exercise any other rights or remedies with respect to
     the Collateral as security for the Post-Petition Obligations and Pre-
     Petition Obligations;

               (f)  upon giving an Enforcement Notice, the Collateral Agent may,
     and shall, upon request of the Required Lenders, (without regard to
     whatever other action the Agents or the Lenders may be taking), enforce any
     and all other rights and remedies available under the Loan Documents as
     security for the Post-Petition Obligations and Pre-Petition Obligations;
     and

               (g)  upon giving an Enforcement Notice, the Collateral Agent may,
     and shall, upon request of the Required Lenders, (without regard to
     whatever action the Agent may be taking), set-off amounts in the restricted
     accounts referred to in Section 8.3 hereof or any other accounts maintained
     with the Agents or any Lender and apply such amounts to the Post-Petition
     Obligations and Pre-Petition Obligations.

     Section 9.4.   Payment at Maturity Date.  Upon the occurrence of the
Maturity Date, the Agents and the Lenders shall be entitled to immediate payment
of the Post-Petition Obligations without further application to or order of the
Bankruptcy Court.

     Section 9.5.   Injunctive Relief.  The Borrower and the Guarantors
recognize that in the event of the occurrence of any Event of Default, the
Termination Date or the Maturity Date, any remedy of law may prove to be
inadequate relief to the Agents and the Lenders.  Accordingly, the Borrower and
each Guarantor agrees that the Agents and the Lenders, if they so request, shall
be entitled to

                                     -68-
<PAGE>

temporary and permanent injunctive relief in any such case without the necessity
of proving actual damages.

     Section 9.6.   Relief from Stay.  Nothing contained in this Agreement
shall impair or otherwise effect the Lenders' right to seek relief from the
automatic stay as to their Collateral for cause at any time, which right the
Lenders hereby fully reserve.

Section 10.    The Agents.

     Section 10.1.  Appointment.  Each Lender hereby irrevocably designates
and appoints the Agents as the agents of such Lender under this Agreement and
the other Loan Documents, and each such Lender irrevocably authorizes each
Agent, in such capacity, to take such action on its behalf under the provisions
of this Agreement and the other Loan Documents and to exercise such powers and
perform such duties as are expressly delegated to such Agent by the terms of
this Agreement and the other Loan Documents, together with such other powers as
are reasonably incidental thereto.  Notwithstanding any provision to the
contrary elsewhere in this Agreement, no Agent shall have any duties or
responsibilities, except those expressly set forth herein, or any fiduciary
relationship with any Lender, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this
Agreement or any other Loan Document or otherwise exist against any Agent.

     Section 10.2.  Delegation of Duties. Each Agent may execute any of its
duties under this Agreement and the other Loan Documents by or through agents or
attorneys-in-fact and shall be entitled to advice of counsel concerning all
matters pertaining to such duties. No Agent shall be responsible for the
negligence or misconduct of any agents or attorneys-in-fact selected by it with
reasonable care.

     Section 10.3.  Exculpatory Provisions.  Neither any Agent, the Issuing
Lender nor any of their respective officers, directors, employees, agents,
attorneys-in-fact or affiliates shall be (i) liable for any action lawfully
taken or omitted to be taken by it or such Person under or in connection with
this Agreement or any other Loan Document (except to the extent that any of the
foregoing are found by a final and nonappealable decision of a court of
competent jurisdiction to have resulted from its or such Person's own gross
negligence or willful misconduct) or (ii) responsible in any manner to any of
the Lenders for any recitals, statements, representations or warranties made by
any Loan Party or any officer thereof contained in this Agreement, any other
Loan Document or any Bond Document or in any certificate, report, statement or
other document referred to or provided for in, or received by the Agents under
or in connection with, this Agreement, any other Loan Document or for the value,
validity, effectiveness, genuineness, enforceability or sufficiency of this
Agreement, any other Loan Document or for any failure of any Loan Party a party
thereto to perform its obligations hereunder or thereunder.  Neither the Agents
nor the Issuing Lender shall be under any obligation to any Lender to ascertain
or to inquire as to the observance or performance of any of the agreements
contained in, or conditions of, this Agreement, any other Loan Document or any
Loan Document, or to inspect the properties, books or records of any Loan Party.
Without limiting the generality of the foregoing, the Collateral Agent shall not
be responsible to any of the Agents or any of the Lenders for the existence,
creation, attachment, perfection or priority of any lien or security interest in
the Collateral or any part thereof or for the existence of any liens, security
interests or other encumbrances or charges thereon.

                                     -69-
<PAGE>

     Section 10.4.  Reliance by Administrative Agent.  Each Agent and the
Issuing Lender shall be entitled to rely, and shall be fully protected in
relying, upon any instrument, writing, resolution, notice, consent, certificate,
affidavit, letter, telecopy, telex or teletype message, statement, order or
other document or conversation believed by it to be genuine and correct and to
have been signed, sent or made by the proper Person or Persons and upon advice
and statements of legal counsel (including, without limitation, counsel to the
Loan Parties), independent accountants and other experts selected by the
Administrative Agent.  The Agents may deem and treat the payee of any Note as
the owner thereof for all purposes unless a written notice of assignment,
negotiation or transfer thereof shall have been filed with the Administrative
Agent.  Each Agent and the Issuing Lender shall be fully justified in failing or
refusing to take any action under this Agreement or any other Loan Document
unless it shall first receive such advice or concurrence of the Required Lenders
(or, if so specified by this Agreement, all Lenders) as it deems appropriate or
it shall first be indemnified to its satisfaction by the Lenders against any and
all liability and expense which may be incurred by it by reason of taking or
continuing to take any such action.  Each Agent and the Issuing Lender shall in
all cases be fully protected in acting, or in refraining from acting, under this
Agreement and the other Loan Documents in accordance with a request of the
Required Lenders (or, if so specified by this Agreement, all Lenders), and such
request and any action taken or failure to act pursuant thereto shall be binding
upon all the Lenders and all future holders of the Loans.

     Section 10.5.  Notice of Default.  No Agent shall be deemed to have
knowledge or notice of the occurrence of any Default or Event of Default
hereunder unless such Agent has received notice from a Lender or the Borrower
referring to this Agreement, describing such Default or Event of Default and
stating that such notice is a "notice of default." In the event that the
Administrative Agent or the Issuing Lender receives such a notice, the
Administrative Agent or the Issuing Lender, as applicable, shall give notice
thereof to the Lenders. The Administrative Agent and the Collateral Agent shall
take such action with respect to such Default or Event of Default as shall be
reasonably directed by the Required Lenders (or, if so specified by this
Agreement, all Lenders); provided that unless and until the Administrative Agent
or the Collateral Agent, as the case may be, shall have received such
directions, the Administrative Agent and the Collateral Agent may (but shall not
be obligated to) take such action, or refrain from taking such action, with
respect to such Default or Event of Default as such Agent shall deem advisable
in the best interests of the Lenders.

     Section 10.6.  Non-Reliance on Agents and Other Lenders.  Each Lender
expressly acknowledges that neither the Agents nor any of their respective
officers, directors, employees, agents, attorneys-in-fact or affiliates have
made any representations or warranties to it and that no act by any Agent
hereinafter taken, including any review of the affairs of a Loan Party or any
affiliate of a Loan Party, shall be deemed to constitute any representation or
warranty by any Agent to any Lender.  Each Lender represents to the Agents that
it has, independently and without reliance upon any Agent or any other Lender,
and based on such documents and information as it has deemed appropriate, made
its own appraisal of and investigation into the business, operations, property,
financial and other condition and creditworthiness of the Loan Parties and their
affiliates and made its own decision to make its Loans hereunder and enter into
this Agreement.  Each Lender also represents that it will, independently and
without reliance upon any Agent or any other Lender, and based on such documents
and information as it shall deem appropriate at the time, continue to make its
own credit analysis, appraisals and decisions in taking or not taking action
under this Agreement and the other Loan Documents, and to make such
investigation as it deems necessary to inform itself as to the business,
operations, property, financial and other condition and creditworthiness of the

                                     -70-
<PAGE>

Loan Parties and their affiliates. Except for notices, reports and other
documents expressly required to be furnished to the Lenders by the
Administrative Agent hereunder, no Agent shall have any duty or responsibility
to provide any Lender with any credit or other information concerning the
business, operations, property, condition (financial or otherwise), prospects or
creditworthiness of any Loan Party or any affiliate of a Loan Party which may
come into the possession of such Agent or any of its officers, directors,
employees, agents, attorneys-in-fact or affiliates.

          Section 10.7.  Indemnification.  The Lenders agree to indemnify each
Agent and the Issuing Lender in its capacity as such (to the extent not
reimbursed by the Borrower and without limiting the obligation of the Borrower
to do so), ratably according to their respective aggregate Revolving Credit
Percentages, in effect on the date on which indemnification is sought under this
Section 10.7 (or, if indemnification is sought after the date upon which the DIP
Commitments shall have terminated and the Loans shall have been paid in full,
ratably in accordance with such Percentages immediately prior to such date),
from and against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind whatsoever which may at any time be imposed on, incurred by or asserted
against such Agent or the Issuing Lender, as applicable, in any way relating to
or arising out of, the DIP Commitments, this Agreement, any of the other Loan
Documents or any documents contemplated by or referred to herein or therein or
the transactions contemplated hereby or thereby or any action taken or omitted
by such Agent under or in connection with any of the foregoing; provided that no
Lender shall be liable for the payment of any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements which are found by a final and nonappealable decision
of a court of competent jurisdiction to have resulted from such Agent's or the
Issuing Lender's, as the case may be, gross negligence or willful misconduct.
The agreements in this Section 10.7 shall survive the payment of the Loans and
all other amounts payable hereunder.

          Section 10.8.  Agent in Its Individual Capacity.  Each Agent and its
affiliates may make loans to, accept deposits from and generally engage in any
kind of business with any Loan Party as though such Agent was not an Agent. With
respect to its Loans made or renewed by it and with respect to any Letter of
Credit issued or participated in by it, each Agent shall have the same rights
and powers under this Agreement and the other Loan Documents as any Lender and
may exercise the same as though it were not an Agent, and the terms "Lender" and
"Lenders" shall include each Agent in its individual capacity.

          Section 10.9.  Successor Administrative Agent.  The Administrative
Agent may resign as Administrative Agent upon 10 days' notice to the Lenders and
the Borrower. If the Administrative Agent shall resign as Administrative Agent
under this Agreement and the other Loan Documents, then the Required Lenders
shall appoint from among the Lenders a successor agent for the Lenders,
whereupon such successor agent shall succeed to the rights, powers and duties of
the Administrative Agent, and the term "Administrative Agent" shall mean such
successor agent effective upon such appointment and approval, and the former
Administrative Agent's rights, powers and duties as Administrative Agent shall
be terminated, without any other or further act or deed on the part of such
former Administrative Agent or any of the parties to this Agreement or any
holders of the Loans. If no successor agent has accepted appointment as
Administrative Agent by the date that is 30 days following a retiring
Administrative Agent's notice of resignation, the retiring Administrative
Agent's resignation shall nevertheless thereupon become effective and the
Lenders shall assume and perform all of the duties of the Administrative Agent
hereunder until such time, if any, as the Required

                                     -71-
<PAGE>

Lenders appoint a successor agent as provided for above. The Collateral Agent
may, at any time, by notice to the Lenders and the Administrative Agent, resign
as Collateral Agent (as applicable), hereunder, whereupon the duties, rights,
obligations and responsibilities hereunder shall automatically be assumed by,
and inure to the benefit of, the Administrative Agent, without any further act
by the Collateral Agent, the Administrative Agent or any Lender; provided that
in the case of a resignation by the Collateral Agent, the Collateral Agent shall
(i) assign and deliver to the Administrative Agent any Collateral pledged to the
Collateral Agent, for the benefit of the Agents and the Lenders, (ii) execute
and deliver to the Administrative Agent any amendments to the Security Documents
or such other documents as the Administrative Agent deems necessary or advisable
in order to continue the security interest of the Lenders in the Collateral and
(iii) take all other actions necessary or advisable to continue the security
interest of the Lenders in the Collateral (including, without limitation, the
execution and delivery of amendments to the UCC financing statements filed,
registered or recorded in order to create in favor of the Collateral Agent, for
the benefit of the Agents and the Lenders, the perfected, first priority Lien on
the Collateral). After any retiring Agent's resignation as Agent, the provisions
of this Section 10 shall inure to its benefit as to any actions taken or omitted
to be taken by it while it was Agent under this Agreement and the other Loan
Documents.

          Section 10.10. Authorization to Release Liens.  The Administrative
Agent is hereby irrevocably authorized by each of the Lenders to release any
Lien covering any Property of the Borrower or any of its Subsidiaries that is
the subject of a Disposition which is permitted by this Agreement or which has
been consented to in accordance with Section 12.1.

Section 11. Guarantee.

          Section 11.1.  Guarantee.  (a) Each of the Guarantors hereby, jointly
and severally, unconditionally and irrevocably, guarantees to the Collateral
Agent, for the ratable benefit of the Lenders and their respective successors,
indorsees, transferees and assigns, the prompt and complete payment and
performance by the Borrower when due (whether at the stated maturity, by
acceleration or otherwise) of the Post-Petition Obligations.

          (b)    Anything herein or in any other Loan Document to the contrary
notwithstanding, the maximum liability of each Guarantor hereunder and under the
other Loan Documents shall in no event exceed the amount which can be guaranteed
by such Guarantor under applicable federal and state laws relating to the
insolvency of debtors (after giving effect to the right of contribution
established in Section 11.2).

          (c)    Each Guarantor agrees that the Post-Petition Obligations may at
any time and from time to time exceed the amount of the liability of such
Guarantor hereunder without impairing the guarantee contained in this Section 11
or affecting the rights and remedies of any Agent or any Lender hereunder.

          (d)    The guarantee contained in this Section 11 shall remain in full
force and effect until all the Post-Petition Obligations and the obligations of
each Guarantor under the guarantee contained in this Section 11 shall have been
satisfied by payment in full, no Letter of Credit shall be outstanding and the
DIP Commitments shall be terminated, notwithstanding that from time to time
during the term of the Credit Agreement the Borrower may be free from any Post-
Petition Obligations.

                                     -72-
<PAGE>

          (e)    No payment made by the Borrower, any of the Guarantors, any
other guarantor or any other Person or received or collected by any Agent or any
Lender from the Borrower, any of the Guarantors, any other guarantor or any
other Person by virtue of any action or proceeding or any set-off or
appropriation or application at any time or from time to time in reduction of or
in payment of the Post-Petition Obligations shall be deemed to modify, reduce,
release or otherwise affect the liability of any Guarantor hereunder which
shall, notwithstanding any such payment (other than any payment made by such
Guarantor in respect of the Post-Petition Obligations or any payment received or
collected from such Guarantor in respect of the Post-Petition Obligations),
remain liable for the Post-Petition Obligations up to the maximum liability of
such Guarantor hereunder until the Post-Petition Obligations are paid in full,
no Letter of Credit shall be outstanding and the Commitments are terminated.

          Section 11.2.  Right of Contribution.  Each Guarantor hereby agrees
that to the extent that a Guarantor shall have paid more than its proportionate
share of any payment made hereunder, such Guarantor shall be entitled to seek
and receive contribution from and against any other Guarantor hereunder which
has not paid its proportionate share of such payment. Each Guarantor's right of
contribution shall be subject to the terms and conditions of Section 11.3. The
provisions of this Section 11.2 shall in no respect limit the obligations and
liabilities of any Guarantor to the Agents and the Lenders, and each Guarantor
shall remain liable to the Agents and the Lenders for the full amount guaranteed
by such Guarantor hereunder.

          Section 11.3.  No Subrogation.  Notwithstanding any payment made by
any Guarantor hereunder or any set-off or application of funds of any Guarantor
by any Agent or any Lender, no Guarantor shall be entitled to be subrogated to
any of the rights of any Agent or any Lender against the Borrower or any other
Guarantor or any collateral security or guarantee or right of offset held by any
Agent or any Lender for the payment of the Post-Petition Obligations, nor shall
any Guarantor seek or be entitled to seek any contribution or reimbursement from
the Borrower or any other Guarantor in respect of payments made by such
Guarantor hereunder, until all amounts owing to the Agents and the Lenders by
the Borrower on account of the Post-Petition Obligations are paid in full, no
Letter of Credit shall be outstanding and the Commitments are terminated. If any
amount shall be paid to any Guarantor on account of such subrogation rights at
any time when all of the Post-Petition Obligations shall not have been paid in
full, such amount shall be held by such Guarantor in trust for the Agents and
the Lenders, segregated from other funds of such Guarantor, and shall, forthwith
upon receipt by such Guarantor, be turned over to the Collateral Agent in the
exact form received by such Guarantor (duly indorsed by such Guarantor to the
Collateral Agent, if required), to be applied against the Post-Petition
Obligations, whether matured or unmatured, in such order as this Agreement shall
prescribe.


          Section 11.4.  Amendments, Etc. with Respect to the Post-Petition
Obligations.  Each Guarantor shall remain obligated hereunder notwithstanding
that, without any reservation of rights against any Guarantor and without notice
to or further assent by any Guarantor, any demand for payment of any of the
Post-Petition Obligations made by any Agent or any Lender may be rescinded by
such Agent or such Lender and any of the Post-Petition Obligations continued,
and the Post-Petition Obligations, or the liability of any other Person upon or
for any part thereof, or any collateral security or guarantee therefor or right
of offset with respect thereto, may, from time to time, in whole or in part, be
renewed, extended, amended, modified, accelerated, compromised, waived,
surrendered or released by any Agent or any Lender, and the Credit Agreement and
the other Loan Documents

                                     -73-
<PAGE>

and any other documents executed and delivered in connection therewith may be
amended, modified, supplemented or terminated, in whole or in part, as the
Agents (or the Required Lenders or all Lenders, as the case may be) may deem
advisable from time to time, and any collateral security, guarantee or right of
offset at any time held by any Agent or any Lender for the payment of the Post-
Petition Obligations may be sold, exchanged, waived, surrendered or released.
Neither any Agent nor any Lender shall as a condition to any Guarantor's
liability hereunder have any obligation to protect, secure, perfect or insure
any Lien at any time held by it as security for the Post-Petition Obligations or
for the guarantee contained in this Section 11 or any property subject thereto.

          Section 11.5.  Guarantee Absolute and Unconditional.  Each Guarantor
waives any and all notice of the creation, renewal, extension or accrual of any
of the Post-Petition Obligations and notice of or proof of reliance by any Agent
or any Lender upon the guarantee contained in this Section 11 or acceptance of
the guarantee contained in this Section 11; the Post-Petition Obligations, and
any of them, shall conclusively be deemed to have been created, contracted or
incurred, or renewed, extended, amended or waived, in reliance upon the
guarantee contained in this Section 11; and all dealings between the Borrower
and any of the Guarantors, on the one hand, and the Agents and the Lenders, on
the other hand, likewise shall be conclusively presumed to have been had or
consummated in reliance upon the guarantee contained in this Section 11.  Each
Guarantor waives diligence, presentment, protest, demand for payment and notice
of default or nonpayment to or upon the Borrower or any of the Guarantors with
respect to the Post-Petition Obligations.  Each Guarantor understands and agrees
that the guarantee contained in this Section 11 shall be construed as a
continuing, absolute and unconditional guarantee of payment without regard to
(a) the validity or enforceability of the Credit Agreement or any other Loan
Document, any of the Post-Petition Obligations or any other collateral security
therefor or guarantee or right of offset with respect thereto at any time or
from time to time held by any Agent or any Lender, (b) any defense, set-off or
counterclaim (other than a defense of payment or performance) which may at any
time be available to or be asserted by the Borrower or any other Person against
any Agent or any Lender, or (c) any other circumstance whatsoever (with or
without notice to or knowledge of the Borrower or such Guarantor) which
constitutes, or might be construed to constitute, an equitable or legal
discharge of the Borrower for the Post-Petition Obligations, or of such
Guarantor under the guarantee contained in this Section 11, in bankruptcy or in
any other instance.  When making any demand hereunder or otherwise pursuing its
rights and remedies hereunder against any Guarantor, any Agent or any Lender
may, but shall be under no obligation to, make a similar demand on or otherwise
pursue such rights and remedies as it may have against the Borrower, any other
Guarantor or any other Person or against any collateral security or guarantee
for the Post-Petition Obligations or any right of offset with respect thereto,
and any failure by any Agent or any Lender to make any such demand, to pursue
such other rights or remedies or to collect any payments from the Borrower, any
other Guarantor or any other Person or to realize upon any such collateral
security or guarantee or to exercise any such right of offset, or any release of
the Borrower, any other Guarantor or any other Person or any such collateral
security, guarantee or right of offset, shall not relieve any Guarantor of any
obligation or liability hereunder, and shall not impair or affect the rights and
remedies, whether express, implied or available as a matter of law, of any Agent
or any Lender against any Guarantor.  For the purposes hereof "demand" shall
include the commencement and continuance of any legal proceedings.

          Section 11.6.  Reinstatement.  The guarantee contained in this Section
11 shall continue to be effective, or be reinstated, as the case may be, if at
any time payment, or any part thereof, of any of the Post-Petition Obligations
is rescinded or must otherwise be restored or returned by any Agent or

                                     -74-
<PAGE>

any Lender upon the insolvency, bankruptcy, dissolution, liquidation or
reorganization of the Borrower or any Guarantor, or upon or as a result of the
appointment of a receiver, intervenor or conservator of, or trustee or similar
officer for, the Borrower or any Guarantor or any substantial part of its
property, or otherwise, all as though such payments had not been made.

          Section 11.7.  Payments.  Each Guarantor hereby guarantees that
payments hereunder will be paid to the Administrative Agent without set-off or
counterclaim in Dollars at the office of the Administrative Agent specified in
this Agreement.

          Section 11.8.  The SPV.  Notwithstanding any other provision of this
Agreement or any other Loan Document to the contrary, the SPV is not obligated
to guaranty or otherwise directly or indirectly provide credit support
(including granting Liens on any of its assets) for any Indebtedness of the
Borrower or any of its Subsidiaries or Affiliates.

Section 12. Miscellaneous.

          Section 12.1.  Amendments and Waivers.  Neither this Agreement, any
other Loan Document, nor any terms hereof or thereof may be amended,
supplemented or modified except in accordance with the provisions of this
Section 12.1.  The Required Lenders and each Loan Party to the relevant Loan
Document may, or (with the written consent of the Required Lenders) the
Administrative Agent and each Loan Party to the relevant Loan Document may, from
time to time, (a) enter into written amendments, supplements or modifications
hereto and to the other Loan Documents for the purpose of adding any provisions
to this Agreement or the other Loan Documents or changing in any manner the
rights of the Lenders or of the Loan Parties hereunder or thereunder or (b)
waive, on such terms and conditions as the Required Lenders, or the Agents, as
the case may be, may specify in such instrument, any of the requirements of this
Agreement or the other Loan Documents or any Default or Event of Default and its
consequences; provided, however, that no such waiver and no such amendment,
supplement or modification shall (i) forgive the principal amount or extend the
final scheduled date of maturity of any Loan or Reimbursement Obligation, reduce
the stated rate of any interest, fee or letter of credit commission payable
hereunder or extend the scheduled date of any payment thereof, or increase the
amount or extend the expiration date of any Lender's DIP Commitment, in each
case without the consent of each Lender directly affected thereby; (ii) amend,
modify or waive any provision of this Section 12.1 or reduce any percentage
specified in the definition of Required Lenders, consent to the assignment or
transfer by the Borrower or any Guarantor of any of its rights and obligations
under this Agreement and the other Loan Documents, release all or substantially
all of the Collateral or release all or substantially all of the Guarantors from
their obligations under Section 11 of this Agreement, in each case without the
written consent of all Lenders; (iii) amend, modify or waive any provision of
Section 11 without the written consent of the Guarantors; (iv) amend, modify or
waive any provision of Section 9 without the written consent of the Agents; (v)
amend, modify or waive any provision of Section 2.3 or 2.4 without the written
consent of the Swing Line Lender; or (vi) amend, modify or waive any provision
of Section 3 without the written consent of the Issuing Lender; provided,
further, that without the consent of all of the Incremental DIP Lenders no such
waiver, amendment, supplement or modification shall (A) increase the amount of
the Incremental DIP Commitments, (B) extend the Incremental DIP Termination
Date, (C) reduce the rate of interest applicable to the Incremental DIP Loans or
the amount of the fee due the Lenders under Section 2.6(b), or (D) change the
last-in first-out nature of the Incremental DIP Credit Facility; provided,
further, notwithstanding the provisions set forth

                                     -75-
<PAGE>

above, no Lender consent shall be required in connection with the release of any
Liens on Property sold by the Borrower or its Subsidiaries if such sale is
permitted pursuant to Section 7.5. Any such waiver and any such amendment,
supplement or modification shall apply equally to each of the Lenders and shall
be binding upon the Loan Parties, the Lenders, the Administrative Agent and all
future holders of the Loans. In the case of any waiver, the Loan Parties, the
Lenders and the Administrative Agent shall be restored to their former position
and rights hereunder and under the other Loan Documents, and any Default or
Event of Default waived shall be deemed to be cured and not continuing; but no
such waiver shall extend to any subsequent or other Default or Event of Default,
or impair any right consequent thereon.

          Section 12.2.  Notices.  All notices, requests and demands to or upon
the respective parties hereto to be effective shall be in writing (including by
telecopy), and, unless otherwise expressly provided herein, shall be deemed to
have been duly given or made when delivered, or three Business Days after being
deposited in the mail, postage prepaid, or, in the case of telecopy notice, when
received, addressed as follows in the case of the Borrower, the Guarantors, the
Collateral Agent and the Administrative Agent, and as set forth in an
administrative questionnaire delivered to the Administrative Agent in the case
of the Lenders, or to such other address as may be hereafter notified by the
respective parties hereto:

The Borrower or any
Guarantor:                             Imperial Sugar Company
                                       One Imperial Square, Suite 200
                                       8016 Highway 90-A
                                       Sugar Land, Texas 77478
                                       Attention: [_________________]
                                       Telecopy: (281) 490-9895
                                       Telephone: (281) 490-9506

The Collateral Agent and
the Administrative Agent:              Harris Trust and Savings Bank
                                       111 West Monroe Street, 4/th/ Floor East
                                       Chicago, Illinois 60603
                                       Attention: Special Assets Division
                                       Telecopy: (312) 765-1724
                                       Telephone: (312) 461-2471

provided that any notice, request or demand to or upon any Agent or the Lenders
shall not be effective until received.

          Section 12.3.  No Waiver; Cumulative Remedies.  No failure to exercise
and no delay in exercising, on the part of either Agent or any Lender, any
right, remedy, power or privilege hereunder or under the other Loan Documents
shall operate as a waiver thereof; nor shall any single or partial exercise of
any right, remedy, power or privilege hereunder preclude any other or further
exercise thereof or the exercise of any other right, remedy, power or privilege.
The rights, remedies, powers and privileges herein provided are cumulative and
not exclusive of any rights, remedies, powers and privileges provided by law,
including without limitation any such right or remedy under any of the Orders.
The Lenders reserve their right to apply to the Bankruptcy Court for appropriate
relief under this Agreement or any other Loan Documents or the Pre-Petition
Credit Agreement or the Pre-

                                     -76-
<PAGE>

Petition Security Documents. The provisions of this Agreement shall not be
construed in any respect as a limitation upon the rights granted to the Lenders
under the Pre-Petition Credit Agreement and Pre-Petition Security Documents and
any other agreements with the Borrower and the Subsidiaries existing as of the
Petition Date, but shall constitute an extension and amplification thereof.

          Section 12.4.  Survival of Representations and Warranties.  All
representations and warranties made hereunder, in the other Loan Documents and
in any document, certificate or statement delivered pursuant hereto or in
connection herewith shall survive the execution and delivery of this Agreement
and the making of the Loans hereunder.

          Section 12.5.  Payment of Expenses.  The Borrower agrees (a) to pay or
reimburse the Agents and the Lenders for all their reasonable out-of-pocket
costs and expenses incurred in connection with the development, preparation and
execution of, and any amendment, supplement or modification to, this Agreement
and the other Loan Documents and any other documents prepared in connection
herewith or therewith, and the consummation and administration of the
transactions contemplated hereby and thereby, including, without limitation, the
reasonable fees and disbursements of counsel to the Administrative Agent, (b) to
pay or reimburse each Lender and the Agents for all its costs and expenses
incurred in connection with the enforcement or preservation of any rights under
this Agreement, the other Loan Documents and any such other documents,
including, without limitation, the reasonable fees and disbursements of counsel
(including the allocated fees and expenses of in-house counsel) to each Lender
and of counsel to the Agents, (c) to pay, indemnify, and hold each Lender and
the Agents harmless from, any and all recording and filing fees or any
amendment, supplement or modification of, or any waiver or consent under or in
respect of, this Agreement, the other Loan Documents and any such other
documents, and (d) to pay, indemnify, and hold each Pre-Petition Lender, the
Pre-Petition Agent, each Lender and the Agents and their respective officers,
directors, trustees, investment advisors, employees, affiliates, agents and
controlling persons (each, an "indemnitee") harmless from and against any and
all other liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind or nature
whatsoever, including in each case the reasonable fees and out-of-pocket
disbursements of Messrs. Chapman and Cutler and other counsel to the Agents and
the Lenders, with respect to the execution, delivery, enforcement, performance
and administration of this Agreement, the other Loan Documents, the Pre-Petition
Loan Documents and any such other documents, and any investigation, litigation
or other proceeding (whether or not any indemnitee is a party thereto) related
to the entering into or performance of any Loan Document or Pre-Petition Loan
Documents or any of the Financing Orders or the use, or proposed use, of the
proceeds of any credit extended hereunder or under the Pre-Petition Loan
Documents or the consummation of any transactions contemplated in any Loan
Document or an Pre-Petition Loan Document or any of the Financing Orders or the
relationship between (w) the Pre-Petition Lenders and the Borrower, (x) the Pre-
Petition Lenders and the Guarantors, (y) the Lenders and the Borrower, and (z)
the Lenders and the Guarantors,  including, without limitation, any of the
foregoing relating to the use, or proposed use, of proceeds of any credit
extended hereunder or the violation of, noncompliance with or liability under,
any Environmental Law applicable to the operations of the Borrower or any of its
Subsidiaries or any of the Properties (all the foregoing in this clause (d),
collectively, the "indemnified liabilities"), provided, that the Borrower shall
have no obligation hereunder to any indemnitee with respect to indemnified
liabilities to the extent such indemnified liabilities resulted from the gross
negligence or willful misconduct of such indemnitee.  Without limiting the
foregoing, and to the extent permitted by applicable law, the Borrower agrees
not to assert and hereby waives, and shall cause each of its Subsidiaries not to
assert

                                     -77-
<PAGE>

and to waive, all rights of contribution or any other rights of recovery with
respect to all claims, demands, penalties, fines, liabilities, settlements,
damages, costs and expenses of whatever kind or nature, under or related to
Environmental Laws, that any of them might have by statute or otherwise against
any Indemnitee.

     Without limiting the generality of the foregoing, such expenses, costs,
charges and fees may include: paralegal fees, costs and expenses; accountants'
and investment bankers' fees, costs and expenses; court costs and expenses;
photocopying and duplicating expenses; court reporter fees, costs and expenses;
long distance telephone charges; air express charges; telegram charges;
secretarial overtime charges; and expenses for travel, lodging and food paid or
incurred in connection with the performance of such services.  The Borrower
shall pay the expenses, costs, charges and fees called for this Section at the
Maturity Date or upon receipt of an invoice for the same.  All of the foregoing
costs and expenses shall be additional Post-Petition Obligations secured by the
Collateral.

     The agreements in this Section 12.5 shall survive repayment of the Loans
and all other amounts payable hereunder and the termination of the DIP
Commitments.

   Section 12.6.  Successors and Assigns; Participations and Assignments. (a)
This Agreement shall be binding upon and inure to the benefit of the Borrower,
the Lenders, the Agents, all future holders of the Loans and their respective
successors and assigns (and including, without limitation, in the case of each
Debtor any trustee of such Debtor in the Chapter 11 Cases or in any subsequent
proceeding under Chapter 7 of the Bankruptcy Code, without the execution of any
additional agreement), except that the Borrower and the Guarantors may not
assign or transfer any of their respective rights or obligations under this
Agreement without the prior written consent of the Agents and each Lender.

     (b)  Any Lender may, without the consent of the Borrower, in accordance
with applicable law, at any time sell to one or more banks, financial
institutions or other entities (each, a "Participant") participating interests
in any Loan owing to such Lender, any Commitment of such Lender or any other
interest of such Lender hereunder and under the other Loan Documents, provided
that such Lender concurrently sells a participating interest in the Pre-Petition
Loans in an equal percentage to the same Participant.  In the event of any such
sale by a Lender of a participating interest to a Participant, such Lender's
obligations under this Agreement to the other parties to this Agreement shall
remain unchanged, such Lender shall remain solely responsible for the
performance thereof, such Lender shall remain the holder of any such Loan for
all purposes under this Agreement and the other Loan Documents, and the Borrower
and the Agents shall continue to deal solely and directly with such Lender in
connection with such Lender's rights and obligations under this Agreement and
the other Loan Documents.  In no event shall any Participant under any such
participation have any right to approve any amendment or waiver of any provision
of any Loan Document, or any consent to any departure by any Loan Party
therefrom, except to the extent that such amendment, waiver or consent would
reduce the principal of, or interest on, the Loans or any fees payable
hereunder, or postpone the date of the final maturity of the Loans, in each case
to the extent subject to such participation.  The Borrower agrees that if
amounts outstanding under this Agreement and the Loans are due or unpaid, or
shall have been declared or shall have become due and payable upon the
occurrence of an Event of Default, each Participant shall, to the maximum extent
permitted by applicable law, be deemed to have the right of setoff in respect of
its participating interest in amounts owing under this Agreement to the same
extent as if the amount of

                                     -78-
<PAGE>

its participating interest were owing directly to it as a Lender under this
Agreement, provided that, in purchasing such participating interest, such
Participant shall be deemed to have agreed to share with the Lenders the
proceeds thereof as provided in Section 12.7(a) as fully as if it were a Lender
hereunder. The Borrower also agrees that each Participant shall be entitled to
the benefits of Sections 2.13, 2.14 and 2.15 with respect to its participation
in the DIP Commitments or Incremental DIP Commitment and the Loans outstanding
from time to time as if it was a Lender; provided that, in the case of Section
2.14, such Participant shall have complied with the requirements of said Section
and provided, further, that no Participant shall be entitled to receive any
greater amount pursuant to any such Section than the transferor Lender would
have been entitled to receive in respect of the amount of the participation
transferred by such transferor Lender to such Participant had no such transfer
occurred.

     (c)  Any Lender (an "Assignor") may, in accordance with applicable law, at
any time and from time to time, subject to the consent of the Administrative
Agent (which shall not be unreasonably withheld), assign to any Lender or any
affiliate thereof or any Approved Fund or, with the consent of the Agents
(which, in each case, shall not be unreasonably withheld or delayed) (provided
that no such consent need be obtained for assignments involving the
Administrative Agent or its Affiliates), to an additional bank, financial
institution or other entity (an "Assignee") all its rights and obligations under
this Agreement pursuant to an Assignment and Acceptance, substantially in the
form of Exhibit E, executed by such Assignee, such Assignor and the
Administrative Agent and delivered to the Administrative Agent for its
acceptance and recording in the Register; provided that no such assignment to an
Assignee shall be in an aggregate principal amount of less than $3,000,000
(other than in the case of an assignment of all of a Lender's interests under
this Agreement), unless otherwise agreed by the Administrative Agent; and
provided, further, that no Lender shall assign any of its rights or obligations
hereunder unless it concurrently assigns an equal percentage of its rights and
obligations under the Pre-Petition Revolving Obligations and the Pre-Petition
Credit Agreement as it relates to the Pre-Petition Revolving Obligations to the
same assignee.  Upon such execution, delivery, acceptance and recording, from
and after the effective date determined pursuant to such Assignment and
Acceptance, (x) the Assignee thereunder shall be a party hereto and, to the
extent provided in such Assignment and Acceptance, have the rights and
obligations of a Lender hereunder with a DIP Commitment, Incremental DIP
Commitments and/or Loans as set forth therein, and (y) the Assignor thereunder
shall, to the extent provided in such Assignment and Acceptance, be released
from its obligations under this Agreement (and, in the case of an Assignment and
Acceptance covering all of an Assignor's rights and obligations under this
Agreement, such assigning Lender shall cease to be a party hereto).  For
purposes of this Section 12.6, "Approved Fund" shall mean, with respect to any
Lender that is a fund that invests in bank loans, any other fund that invests in
bank loans which is managed or advised by the same investment advisor as such
Lender or by an affiliate of such investment advisor.

     (d) The Administrative Agent shall maintain at its address referred to in
Section 12.2 a copy of each Assignment and Acceptance delivered to it and a
register (the "Register") for the recordation of the names and addresses of the
Lenders and the DIP Commitment and Incremental DIP Commitment of, and principal
amount of the Loans owing to, each Lender from time to time and any Notes
evidencing such Loans.  The entries in the Register shall be conclusive, in the
absence of manifest error, and the Borrower, the Administrative Agent and the
Lenders shall treat each Person whose name is recorded in the Register as the
owner of the Loan and any Note evidencing such Loan recorded therein for all
purposes of this Agreement.  Any assignment of any Loan whether or not

                                     -79-
<PAGE>

evidenced by a Note shall be effective only upon appropriate entries with
respect thereto being made in the Register (and each Note shall expressly so
provide). Any assignment or transfer of all or part of a Loan evidenced by a
Note shall be registered on the Register only upon surrender for registration of
assignment or transfer of the Note evidencing such Loan, accompanied by a duly
executed Assignment and Acceptance, and thereupon one or more new Notes in the
same aggregate principal amount shall be issued to the designated Assignee and
the old Notes shall be returned by the Administrative Agent to the Borrower
marked "cancelled." The Register shall be available for inspection by the
Borrower or any Lender at any reasonable time and from time to time upon
reasonable prior notice.

     (e) Upon its receipt of an Assignment and Acceptance executed by an
assigning Lender and an Assignee (and, in the case of an Assignee that is not
then a Lender or an affiliate thereof or a Person under common management with
such Lender, by the Administrative Agent and the Issuing Lender) together with
payment to the Administrative Agent of a registration and processing fee of
$3,500 (except in the case of an assignment to an Assignee that is a Lender or
an affiliate thereof or an Approved Fund, such fee shall be reduced to $1,000;
and except that in the case of contemporaneous assignments by a Lender to more
than one fund managed by the same investment advisor (which funds are not then
Lenders hereunder, affiliates thereof or Approved Funds), only a single fee of
$3,500 shall be payable for all such contemporaneous assignments), the
Administrative Agent shall (i) promptly accept such Assignment and Acceptance
and (ii) on the effective date determined pursuant thereto record the
information contained therein in the Register and give notice of such acceptance
and recordation to the Lenders and the Borrower.  Upon the effective date of an
assignment the assignee shall have a DIP Commitment Percentage and Incremental
DIP Percentage specified in such Assignment and Acceptance and the assignor's
DIP Commitment Percentage and Incremental DIP Commitment shall be reduced by
such amount.  On or prior to such effective date, the Borrower, at its own
expense, upon request, shall execute and deliver to the Administrative Agent (in
exchange for the Revolving Credit Note of the assigning Lender) a new Revolving
Credit Note or Incremental DIP Note to the order of such Assignee in an amount
equal to the DIP Commitment or Incremental DIP Commitment assumed or acquired by
it pursuant to such Assignment and Acceptance.  Such new Notes shall be dated
the Closing Date and shall otherwise be in the form of the Note replaced
thereby.

     (f) For avoidance of doubt, the parties to this Agreement acknowledge that
the provisions of this Section 12.6 concerning assignments of Loans and Notes
relate only to absolute assignments and that such provisions do not prohibit
assignments creating security interests, including, without limitation, any
pledge or assignment by a Lender of any Loan or Note to any Federal Reserve Bank
in accordance with applicable law.

     (g) No Lender shall sell a participation interest in, or assign any of its
rights and obligations in, to and under, the Pre-Petition Revolving Obligations
or the Pre-Petition Credit Agreement as it related to the Pre-Petition Revolving
Obligations, unless it concurrently sells a participating interest in an equal
percentage in, or assigns an equal percentage of, its rights and obligations
under this Agreement and all extensions of credit made by it hereunder.

   Section 12.7.  Adjustments; Setoff. (a) If any Lender (a "Benefited Lender")
shall at any time receive any payment of all or part of its Post-Petition
Obligations owing to it, or interest thereon, or receive any collateral in
respect thereof (whether voluntarily or involuntarily, by setoff, pursuant to

                                     -80-
<PAGE>

events or proceedings of the nature referred to in Section 9.1(h), or
otherwise), in a greater proportion than any such payment to or collateral
received by any other Lender, if any, in respect of such other Lender's Post-
Petition Obligations owing to such other Lender, or interest thereon, such
Benefited Lender shall purchase for cash from the other Lenders a participating
interest in such portion of each such other Lender's Post-Petition Obligations
owing to each such other Lender, or shall provide such other Lenders with the
benefits of any such collateral, or the proceeds thereof, as shall be necessary
to cause such Benefited Lender to share the excess payment or benefits of such
collateral or proceeds ratably with each of the Lenders; provided, however, that
if all or any portion of such excess payment or benefits is thereafter recovered
from such Benefited Lender, such purchase shall be rescinded, and the purchase
price and benefits returned, to the extent of such recovery, but without
interest; provided, however, that nothing contained in this Section shall (i)
apply to any payments, collateral or setoffs received by the Incremental DIP
Lenders with respect to the Incremental DIP Loans, or (ii) alter or modify the
order of payments specified in Section 2.9.

      (b) In addition to any rights and remedies of the Lenders provided by law,
each Lender shall have the right, without prior notice to the Borrower, any such
notice being expressly waived by the Borrower to the extent permitted by
applicable law, upon any amount becoming due and payable by the Borrower
hereunder (whether at the stated maturity, by acceleration or otherwise) to
setoff and appropriate and apply against such amount any and all deposits
(general or special, time or demand, provisional or final), in any currency, and
any other credits, indebtedness or claims, in any currency, in each case whether
direct or indirect, absolute or contingent, matured or unmatured, at any time
held or owing by such Lender or any branch or agency thereof to or for the
credit or the account of the Borrower.  Each Lender agrees promptly to notify
the Borrower and the Administrative Agent after any such setoff and application
made by such Lender, provided that the failure to give such notice shall not
affect the validity of such setoff and application.

      (c) Notwithstanding the foregoing, no Lender shall institute or commence
any proceeding to collect any amounts owed to it hereunder or shall otherwise
exercise any remedies (including setoff) with respect to the amounts owed to it
unless such Lender shall provide at least five Business Days' (or such shorter
period as may be consented to by the Collateral Agent) prior written notice
thereof to the Collateral Agent.

      Section 12.8. Counterparts. This Agreement may be executed by one or more
of the parties to this Agreement on any number of separate counterparts
(including by telecopy), and all of said counterparts taken together shall be
deemed to constitute one and the same instrument. A set of the copies of this
Agreement signed by all the parties shall be lodged with the Borrower and the
Administrative Agent.

      Section 12.9. Severability. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

      Section 12.10. Integration. This Agreement and the other Loan Documents
represent the entire agreement of the Borrower, the Administrative Agent and the
Lenders with respect to the subject matter hereof, and there are no promises,
undertakings, representations or warranties by the



                                     -81-
<PAGE>

Administrative Agent or any Lender relative to subject matter hereof not
expressly set forth or referred to herein or in the other Loan Documents.

      Section 12.11. Governing Law. This Agreement And The Rights And
Obligations Of The Parties Under This Agreement Shall Be Governed By, And
Construed And Interpreted In Accordance With, The Law Of The State Of New York,
Except To The Extent It Is Governed By The Bankruptcy Code.

      Section 12.12. Submission to Jurisdiction; Waivers. The Borrower and each
Guarantor hereby irrevocably and unconditionally:

                  (a) submits for itself and its Property in any legal action or
     proceeding relating to this Agreement and the other Loan Documents to which
     it is a party, or for recognition and enforcement of any judgment in
     respect thereof, to the non-exclusive general jurisdiction of the courts of
     the State of New York, the courts of the United States of America for the
     Southern District of New York and the Bankruptcy Court, and appellate
     courts from any thereof;

                  (b) consents that any such action or proceeding may be brought
     in such courts and waives any objection that it may now or hereafter have
     to the venue of any such action or proceeding in any such court or that
     such action or proceeding was brought in an inconvenient court and agrees
     not to plead or claim the same;

                  (c) agrees that service of process in any such action or
     proceeding may be effected by mailing a copy thereof by registered or
     certified mail (or any substantially similar form of mail), postage
     prepaid, to the Borrower or such Guarantor at its address set forth in
     Section 12.2 or at such other address of which the Administrative Agent
     shall have been notified pursuant thereto;

                  (d) agrees that nothing herein shall affect the right to
     effect service of process in any other manner permitted by law or shall
     limit the right to sue in any other jurisdiction; and

                  (e) waives, to the maximum extent not prohibited by law, any
     right it may have to claim or recover in any legal action or proceeding
     referred to in this Section 12.12 any special, exemplary, punitive or
     consequential damages.

      Section 12.13. Acknowledgments. The Borrower and each Guarantor hereby
acknowledges that:

                  (a) it has been advised by counsel in the negotiation,
     execution and delivery of this Agreement and the other Loan Documents;

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




                                     -82-
<PAGE>

              (c) no joint venture is created hereby or by the other Loan
     Documents or otherwise exists by virtue of the transactions contemplated
     hereby among the Lenders or among the Borrower, the Guarantors and the
     Lenders.

  Section 12.14. Waivers Of Jury Trial. The Borrower, The Guarantors, The Agents
And The Lenders Hereby Irrevocably And Unconditionally Waive Trial By Jury In
Any Legal Action Or Proceeding Relating To This Agreement Or Any Other Loan
Document And For Any Counterclaim Therein.

  Section 12.15. Confidentiality. Each of the Agents and each Lender agrees to
keep confidential all non-public information provided to it by any Loan Party
pursuant to this Agreement that is designated by such Loan Party as
confidential; provided that nothing herein shall prevent any Agent or any Lender
from disclosing any such information (a) to the Administrative Agent, any other
Lender or any affiliate of any Lender, (b) to any Participant or Assignee (each,
a "Transferee") or prospective Transferee which agrees to comply with the
provisions of this Section 12.15, (c) to the employees, directors, agents,
attorneys, accountants and other professional advisors of such Lender or its
affiliates, (d) upon the request or demand of any Governmental Authority having
jurisdiction over such Agent or such Lender, (e) in response to any order of any
court or other Governmental Authority or as may otherwise be required pursuant
to any Requirement of Law, (f) if requested or required to do so in connection
with any litigation or similar proceeding, provided that such Agent will use
commercially reasonable efforts to give notice to the Borrower thereof, (g)
which has been publicly disclosed other than in breach of this Section 12.15,
(h) to the National Association of Insurance Commissioners or any similar
organization or any nationally recognized rating agency that requires access to
information about a Lender's investment portfolio in connection with ratings
issued with respect to such Lender, (i) in connection with the exercise of any
remedy hereunder or under any other Loan Document, or (j) to any direct or
indirect contractual counterparty in swap agreements or such contractual
counterparty's professional advisor (so long as such contractual counterparty or
professional advisor to such contractual counterparty agrees to be bound by the
provisions of this Section 12.15). Notwithstanding the foregoing restrictions
and in addition to any disclosures the Lenders are otherwise permitted to make
pursuant to this Section 12.5, the Lenders may discuss the Borrower's business
and financial condition of the Borrower and its Subsidiaries with prospective
purchasers of, investors in and lenders to the Borrower, provided that each such
party agrees to be bound by the provisions of this Section 12.15 and the
Borrower is given prior notice of any such discussions and a reasonable
opportunity to be present at the same.

  Section 12.16. No Modification; No Discharge; Survival of Claims. This
Agreement, the credit extended hereunder and the Loan Documents shall not be
modified, altered or affected in any manner by any plan of reorganization or any
order of confirmation for any Debtor of any other financing or extensions or
incurring of indebtedness by any Debtor pursuant to Section 364(c) of the
Bankruptcy Code. Without limiting the generality of the foregoing, each of the
Borrower and the Guarantors agrees that (i) its obligations hereunder shall not
be discharged by the entry of an order confirming a plan of reorganization (and
each of the Borrower and the Guarantors, pursuant to Section 1141(d)(4) of the
Bankruptcy Code, hereby waives any such discharge) and (ii) the Superpriority
Claim granted to the Agents and the Lenders pursuant to the Financing Order and
described in Section 4.20 hereof and the Lien granted to the Collateral Agent
pursuant to this Agreement and the Financing Order and described in Section 8.1
hereof shall not be affected in any manner by the entry of an order confirming a
plan of reorganization.




                                     -83-
<PAGE>

  Section 12.17. Pre-Petition Loan Documents. Subject to the provisions of the
Bankruptcy Code, the Pre-Petition Loan Documents shall remain in full force and
effect, and the execution of this Agreement by the Lenders and the Agents, and
the execution of the other Loan Documents by those of the Debtors party thereto,
and the delivery to and acceptance thereof by the Lenders and the Agent, do not
and shall not constitute a waiver of any provision of the Pre-Petition Loan
Documents.

  Section 12.18. Bankruptcy Code Waivers. In consideration of the credit
extended hereunder, to the extent not irreconcilably inconsistent with the
provisions hereof or the Financing Order, the Borrower and each Guarantor hereby
agrees not to assert and affirmatively waives any claim it otherwise might have
under Sections 105, 506(c) and 552(b) of the Bankruptcy Code.

  Section 12.19. Validation of Liens. As provided in the Financing Order, the
Borrower and each Guarantor approves and confirms the Pre-Petition Collateral,
and acknowledges and agrees that the Pre-Petition Agent and the Pre-Petition
Lenders each hold valid and enforceable, nonavoidable, perfected and senior
Liens in and to the collateral more particularly set forth in the Pre-Petition
Security Documents and as summarized in the Interim Financing Order.







                                     -84-
<PAGE>

         In Witness Whereof, the parties hereto have caused this Agreement to be
duly executed and delivered by their proper and duly authorized officers as of
the day and year first above written.

                                        Imperial Sugar Company, as Debtor and
                                          Debtor-in-Possession



                                        By:    /s/ KAREN L. MERCER
                                           -----------------------------
                                        Name:  KAREN L. MERCER
                                             ---------------------------
                                        Title: V.P. AND TREASURER
                                              --------------------------

                                        Guarantors:

                                        Biomass Corporation, as Debtor and
                                          Debtor-in-Possession


                                        By:    /s/ KAREN L. MERCER
                                           -----------------------------
                                        Name:  KAREN L. MERCER
                                             ---------------------------
                                        Title: TREASURER
                                              --------------------------


                                        Crown Express, Inc., as Debtor and
                                          Debtor-in-Possession


                                        By:    /s/ KAREN L. MERCER
                                           -----------------------------
                                        Name:  KAREN L. MERCER
                                             ---------------------------
                                        Title: TREASURER
                                              --------------------------


                                        Diamond Crystal Brands, Inc., as Debtor
                                          and Debtor-in-Possession


                                        By:    /s/ KAREN L. MERCER
                                           -----------------------------
                                        Name:  KAREN L. MERCER
                                             ---------------------------
                                        Title: TREASURER
                                              --------------------------


                                        Diamond Crystal Brands, LP, as Debtor
                                          and Debtor-in-Possession

                                        By: Savannah Molasses & Specialties
                                            Company, as Debtor and Debtor-in-
                                            Possession
                                            Its sole General Partner

                                     -85-
<PAGE>

                                        By:    KAREN L. MERCER
                                           -----------------------------
                                        Name:  KAREN L. MERCER
                                             ---------------------------
                                        Title: TREASURER
                                              --------------------------

                                        Diamond Crystal Holdings, Inc., as
                                          Debtor and Debtor-in-Possession


                                        By:    KAREN L. MERCER
                                           -----------------------------
                                        Name:  KAREN L. MERCER
                                             ---------------------------
                                        Title: TREASURER
                                              --------------------------

                                        Diamond Crystal Specialty Foods, Inc.,
                                          as Debtor and Debtor-in-Possession


                                        By:    KAREN L. MERCER
                                           -----------------------------
                                        Name:  KAREN L. MERCER
                                             ---------------------------
                                        Title: TREASURER
                                              --------------------------

                                        Dixie Crystal Foodservice, Inc., as
                                          Debtor and Debtor-in-Possession

                                        By:    KAREN L. MERCER
                                           -----------------------------
                                        Name:  KAREN L. MERCER
                                             ---------------------------
                                        Title: TREASURER
                                              --------------------------

                                        DSLT Holdings Company, as Debtor and
                                          Debtor-in-Possession


                                        By:    KAREN L. MERCER
                                           -----------------------------
                                        Name:  KAREN L. MERCER
                                             ---------------------------
                                        Title: TREASURER
                                              --------------------------

                                        Food Carrier, Inc., as Debtor and
                                          Debtor-in-Possession


                                        By:    KAREN L. MERCER
                                           -----------------------------
                                        Name:  KAREN L. MERCER
                                             ---------------------------
                                        Title: TREASURER
                                              --------------------------

                                     -86-
<PAGE>

                                        Fort Bend Utilities Company, as Debtor
                                          and Debtor-in-Possession


                                        By:    KAREN L. MERCER
                                           -----------------------------
                                        Name:  KAREN L. MERCER
                                             ---------------------------
                                        Title: TREASURER
                                              --------------------------

                                        Great Lakes Sugar Company, as Debtor and
                                          Debtor-in-Possession


                                        By:    KAREN L. MERCER
                                           -----------------------------
                                        Name:  KAREN L. MERCER
                                             ---------------------------
                                        Title: TREASURER
                                              --------------------------

                                        Holly Northwest Company, as Debtor and
                                          Debtor-in-Possession


                                        By:    KAREN L. MERCER
                                           -----------------------------
                                        Name:  KAREN L. MERCER
                                             ---------------------------
                                        Title: TREASURER
                                              --------------------------

                                        Holly Sugar Corporation, as Debtor and
                                          Debtor-in-Possession


                                        By:    KAREN L. MERCER
                                           -----------------------------
                                        Name:  KAREN L. MERCER
                                             ---------------------------
                                        Title: TREASURER
                                              --------------------------

                                        Imperial Distributing, Inc., as Debtor
                                          and Debtor-in-Possession


                                        By:    KAREN L. MERCER
                                           -----------------------------
                                        Name:  KAREN L. MERCER
                                             ---------------------------
                                        Title: TREASURER
                                              --------------------------

                                     -87-
<PAGE>

                                        Imperial-Savannah, L.P., as Debtor and
                                          Debtor-in-Possession

                                        By: Savannah Molasses & Specialties
                                            Company
                                            Its sole General Partner, as
                                            Debtor and Debtor-in-Possession


                                        By:    KAREN L. MERCER
                                           -----------------------------
                                        Name:  KAREN L. MERCER
                                             ---------------------------
                                        Title: TREASURER
                                              --------------------------

                                        Imperial Sweetener Distributors, Inc.,
                                          as Debtor and Debtor-in-Possession


                                        By:    KAREN L. MERCER
                                           -----------------------------
                                        Name:  KAREN L. MERCER
                                             ---------------------------
                                        Title: TREASURER
                                              --------------------------

                                        King Packaging Company, Inc., as Debtor
                                          and Debtor-in-Possession


                                        By:    KAREN L. MERCER
                                           -----------------------------
                                        Name:  KAREN L. MERCER
                                             ---------------------------
                                        Title: TREASURER
                                              --------------------------

                                        Limestone Products Company, Inc., as
                                          Debtor and Debtor-in-Possession


                                        By:    KAREN L. MERCER
                                           -----------------------------
                                        Name:  KAREN L. MERCER
                                             ---------------------------
                                        Title: TREASURER
                                              --------------------------

                                        Menu Magic Foods, Inc., as Debtor and
                                          Debtor-in-Possession

                                        By:    KAREN L. MERCER
                                           -----------------------------
                                        Name:  KAREN L. MERCER
                                             ---------------------------
                                        Title: TREASURER
                                              --------------------------

                                     -88-
<PAGE>

                                        Michigan Sugar Company, as Debtor and
                                          Debtor-in-Possession


                                        By:    KAREN L. MERCER
                                           -----------------------------
                                        Name:  KAREN L. MERCER
                                             ---------------------------
                                        Title: TREASURER
                                              --------------------------

                                        Phoenix Packaging Corporation, as Debtor
                                          and Debtor-in-Possession


                                        By:    KAREN L. MERCER
                                           -----------------------------
                                        Name:  KAREN L. MERCER
                                             ---------------------------
                                        Title: TREASURER
                                              --------------------------

                                        Ragus Holdings, Inc., as Debtor and
                                          Debtor-in-Possession


                                        By:    KAREN L. MERCER
                                           -----------------------------
                                        Name:  KAREN L. MERCER
                                             ---------------------------
                                        Title: TREASURER
                                              --------------------------

                                        Savannah Foods Industrial, Inc., as
                                          Debtor and Debtor-in-Possession


                                        By:    KAREN L. MERCER
                                           -----------------------------
                                        Name:  KAREN L. MERCER
                                             ---------------------------
                                        Title: TREASURER
                                              --------------------------

                                        Savannah Foods & Industries, Inc., as
                                          Debtor and Debtor-in-Possession


                                        By:    KAREN L. MERCER
                                           -----------------------------
                                        Name:  KAREN L. MERCER
                                             ---------------------------
                                        Title: TREASURER
                                              --------------------------

                                        Savannah Investment Company, as Debtor
                                          and Debtor-in-Possession


                                        By:    KAREN L. MERCER
                                           -----------------------------
                                        Name:  KAREN L. MERCER
                                             ---------------------------
                                        Title: TREASURER
                                              --------------------------

                                     -89-
<PAGE>

                                        Savannah Molasses & Specialties Company,
                                          as Debtor and Debtor-in-Possession


                                        By:    KAREN L. MERCER
                                           -----------------------------
                                        Name:  KAREN L. MERCER
                                             ---------------------------
                                        Title: TREASURER
                                              --------------------------

                                        Savannah Sugar Refining Corporation, as
                                          Debtor and Debtor-in-Possession


                                        By:    KAREN L. MERCER
                                           -----------------------------
                                        Name:  KAREN L. MERCER
                                             ---------------------------
                                        Title: TREASURER
                                              --------------------------

                                        Wholesome Sweeteners Group, Ltd., as
                                          Debtor and Debtor-in-Possession

                                        By:   Wholesome Sweeteners, LLC
                                              Its sole General Partner

                                        By:    KAREN L. MERCER
                                           -----------------------------
                                        Name:  KAREN L. MERCER
                                             ---------------------------
                                        Title: TREASURER
                                              --------------------------

                                        Wholesome Sweeteners, LLC, as Debtor and
                                          Debtor-in-Possession


                                        By:    KAREN L. MERCER
                                           -----------------------------
                                        Name:  KAREN L. MERCER
                                             ---------------------------
                                        Title: TREASURER
                                              --------------------------

                                        ICUBE, Inc.

                                        By:    KAREN L. MERCER
                                           -----------------------------
                                        Name:  KAREN L. MERCER
                                             ---------------------------
                                        Title: TREASURER
                                              --------------------------

                                        Savannah International Company, as
                                          Debtor and Debtor-in-Possession

                                    -90-
<PAGE>

                                        By:    KAREN L. MERCER
                                           -----------------------------
                                        Name:  KAREN L. MERCER
                                             ---------------------------
                                        Title: TREASURER
                                              --------------------------

                                        Savannah Packaging Company, as Debtor
                                          and Debtor-in-Possession


                                        By:    KAREN L. MERCER
                                           -----------------------------
                                        Name:  KAREN L. MERCER
                                             ---------------------------
                                        Title: TREASURER
                                              --------------------------

                                        Savannah Total Invert Company, as Debtor
                                          and Debtor-in-Possession


                                        By:    KAREN L. MERCER
                                           -----------------------------
                                        Name:  KAREN L. MERCER
                                             ---------------------------
                                        Title: TREASURER
                                              --------------------------

                                        Imperial Holly Corporation, as Debtor
                                          and Debtor-in-Possession


                                        By:    KAREN L. MERCER
                                           -----------------------------
                                        Name:  KAREN L. MERCER
                                             ---------------------------
                                        Title: TREASURER
                                              --------------------------

                                        The Agents and the Lenders:

                                        Harris Trust and Savings Bank, as
                                          Administrative Agent, Collateral
                                          Agent, Issuing Lender and as a Lender


                                        By:    SANDRA J. SANDERS
                                           -----------------------------
                                        Name:  SANDRA J. SANDERS
                                             ---------------------------
                                        Title: VICE PRESIDENT
                                              --------------------------

                                        Wachovia Bank, N.A.


                                        By:    RICHARD H. MICHALIK
                                           -----------------------------
                                        Name:  RICHARD H. MICHALIK
                                             ---------------------------
                                        Title: SENIOR VICE PRESIDENT
                                              --------------------------

                                    -91-
<PAGE>

                                        US Bancorp AG Credit, Inc.


                                        By:    /s/ SANDRA A. SAUER
                                           -----------------------------
                                        Name:  SANDRA A. SAUER
                                             ---------------------------
                                        Title: VICE PRESIDENT
                                              --------------------------

                                        The Bank of New York

                                        By:    /s/ RONALD R. REEDY
                                           -----------------------------
                                        Name:  RONALD R. REEDY
                                             ---------------------------
                                        Title: VICE PRESIDENT
                                              --------------------------

                                        Wells Fargo Bank (Texas), N.A.


                                        By:    /s/ DANNY OLIVER
                                           -----------------------------
                                        Name:  DANNY OLIVER
                                             ---------------------------
                                        Title: ASSISTANT VICE PRESIDENT
                                              --------------------------

                                        First Union National Bank

                                        By:    /s/ RON R. FERGUSON
                                           -----------------------------
                                        Name:  RON R. FERGUSON
                                             ---------------------------
                                        Title: SENIOR VICE PRESIDENT
                                              --------------------------


                                        Union Bank of California, N.A.


                                        By:    /s/ ALLISON U. BERRY
                                           -----------------------------
                                        Name:  ALLISON U. BERRY
                                             ---------------------------
                                        Title: VICE PRESIDENT
                                              --------------------------

                                    -92-
<PAGE>

                                        Cooperatieve Centrale Raiffeisen-
                                          Boerenleenbank B.A., "Rabobank
                                          Nederland" New York Branch


                                        By:    /s/ TIMOTHY J. MOORE
                                           -----------------------------
                                        Name:  TIMOTHY J. MOORE
                                             ---------------------------
                                        Title: VICE PRESIDENT
                                              --------------------------


                                        By:    /s/ W. JEFFREY VOLLACK
                                           -----------------------------
                                        Name:  W. JEFFREY VOLLACK
                                             ---------------------------
                                        Title: SENIOR CREDIT OFFICER/
                                               SENIOR VICE PRESIDENT
                                              --------------------------

                                   -93-
<PAGE>

                                        Farm Credit Bank of Wichita

                                        By:    TRAVIS W. BELL
                                           -----------------------------
                                        Name:  TRAVIS W. BELL
                                             ---------------------------
                                        Title: ASSISTANT VICE PRESIDENT
                                              --------------------------

                                    -94-
<PAGE>

                                        Frost National Bank


                                        By:    PHIL DUDLEY
                                           -----------------------------
                                        Name:  PHIL DUDLEY
                                             ---------------------------
                                        Title: SENIOR VICE PRESIDENT
                                              --------------------------

                                    -95-
<PAGE>

                                        Credit Agricole Indosuez

                                        By:    /s/ LARRY MATERI
                                           -----------------------------
                                        Name:  LARRY MATERI
                                             ---------------------------
                                        Title: VICE PRESIDENT
                                              --------------------------


                                        By:    /s/ SUSAN KNIGHT
                                           -----------------------------
                                        Name:  SUSAN KNIGHT
                                             ---------------------------
                                        Title: VICE PRESIDENT
                                              --------------------------

                                   -96-


<PAGE>

                                           BDC Finance, LLC

                                                /s/  JAMES J. ZENNI JR.
                                           By: _________________________________

                                           Name:  JAMES J. ZENNI JR.
                                                  ______________________________

                                           Title:_______________________________




                                     -97-
<PAGE>

                                           Schedule 2.1

                                      Commitment Percentages
<TABLE>
<CAPTION>
                      Lender                       Dip Commitment                       Incremental DIP
                                                     Percentage                      Commitment Percentage
<S>                                                <C>                               <C>
Harris Trust and Savings Bank                           13%                                   13%
US Bancorp Ag Credit, Inc.                              14%                                   14%
Wachovia Bank, N.A.                                    12.5%                                 12.5%
The Bank of New York                                   11.5%                                 11.5%
First Union National Bank                                0%                               26.285714%
Wells Fargo Bank (Texas), N.A.                          5.5%                              14.285714%
BDC Finance, LLC                                         0%                                8.428571%
Rabobank Nederland                                      12%                                   0%
Farm Credit Bank of Wichita                             8.5%                                  0%
Frost National Bank                                     8.5%                                  0%
Credit Agricole Indosuez                                10%                                   0%
Union Bank of California, N.A.                          4.5%                                  0%

Total                                                   100%                                100%
</TABLE>


<PAGE>

                                   Exhibit A

                            Imperial Sugar Company

                          Borrowing Base Certificate

                          as of ____________________
                                 ($000's omitted)

     This Borrowing Base Certificate is furnished to Harris Trust and Savings
Bank, as administrative agent (the "Agent"), pursuant to that certain
Post-Petition Credit Agreement dated as of January 16, 2001, by and among
Imperial Sugar Company (the "Borrower"), the Guarantors (as defined therein),
Harris Trust and Savings Bank and the other lender parties thereto (the
"Agreement"). Unless otherwise defined herein, the terms used in this Borrowing
Base Certificate have the meanings ascribed thereto in the Agreement.

     The Undersigned Hereby Certifies on Behalf of the Borrower That:

          1. I am the duly elected ______________ of the Borrower.

          2. I have reviewed the terms of the Agreement and I have made, or have
     caused to be made under my supervision, the attached computation of the
     Borrowing Base as defined in Section 1.1 of the Agreement.

          3. No change of name, corporate identity or address of the chief
     executive office of the Borrower or any Guarantor has occurred.

          4. I have reviewed the terms of the Agreement and, pursuant to such
     review, I have no knowledge of the existence of any condition or event
     which would constitute a Default or Event of Default, except as set forth
     below (detailing the nature of the condition or event, the period during
     which it has existed and the action which the Borrower has taken, is taking
     or proposes to take with respect to each such condition or event):

        _________________________________________________________________

        _________________________________________________________________

        _________________________________________________________________

        _________________________________________________________________

<PAGE>

          5. The information above and any attached exhibits do not contain any
     untrue statement of material fact or omit a material fact, either
     individually or in aggregate, that would make the information or any
     attached exhibits misleading.

Date:__________________

                                             Imperial Sugar Company



                                             By:
                                                Its_____________________________



                                      A-2
<PAGE>

                            IMPERIAL SUGAR COMPANY

                   Attachment to Borrowing Base Certificate
                          as of _______________, 2001

<TABLE>
<S>                                                                    <C>                         <C>   <C>
Gross Inventory                                                                                          $_________

Less Ineligibles:
     Inventory securing CCC Loans                                                                        $_________
     Deposits, Prepaids, Advances                                                                        $_________
     LIFO Adjustment                                                                                     $_________
     Consigned Inventory                                                                                 $_________
     Inventory in Transit                                                                                $_________
     Obsolete, Slow Moving Reserves                                                                      $_________
     Supply, repair, quarry                                                                              $_________
     Other                                                                                               $_________
     Total Ineligible Inventory                                                                          $_________

Net Eligible Inventory                                                                                   $_________

Categories and Advance Rates for Eligible Inventory
     Finished Goods Sugar                                              $__________                 85%   $_________
     Purchased Product                                                 $__________                 85%   $_________
     Bulk Raw Domestic Sugar                                           $__________                 80%   $_________
     Bulk Raw Sugar - World                                            $__________                 70%   $_________
     Finished Goods Food Service                                       $__________                 60%   $_________
     By-Product Inventories
     (Pulp and Molasses)                                               $__________                 60%   $_________
     Sugar Beets on Hand                                               $__________                 60%   $_________
     Work in Process                                                   $__________                 50%   $_________
     Supply, repair, quarry                                            $__________                 30%   $_________
     Sugar Beet Seed                                                   $__________                 30%   $_________

Inventory Availability

Net Book Value Fixed Assets                                            $__________                 30%   $_________

Availability

Plus Hedge Account Value                                                                          100%   $_________
Less Grower Payables                                                                              100%   $_________

Available to Borrow

Outstandings:
     Pre-Petition Revolver                                                                               $_________
     Pre-Petition Letters of Credit                                                                      $_________
     DIP Loans                                                                                           $_________
     DIP Swing Line                                                                                      $_________
</TABLE>
<PAGE>

<TABLE>
     <S>                                                                                                 <C>
     DIP Letters of Credit                                                                               $_________
     Total                                                                                               $_________

Net Available                                                                                            $_________
</TABLE>
                                      A-2
<PAGE>

                                    Exhibit I

                               Receivables Defined

     The term "Receivables" means all right, title and interest of the Permitted
Sellers in and to (but none of the obligations under) all of the following,
whether now or hereafter existing (herein called the "Contributed Receivables"):

          (a) all Receivables of the Permitted Sellers;

          (b) all Related Security with respect to such Receivables;

          (c) all monies due or to become due with respect to any of the
     foregoing;

          (d) all books and records related to any of the foregoing; and

          (e) all proceeds thereof (as defined in the applicable UCC) including
     without limitation, all funds which either are received by the Permitted
     Sellers, the SPV or the Servicer, from or on behalf of the Obligors in
     payment of any amounts owed (including without limitation, finance charges,
     interest and all other charges) in respect of any Receivables, or are
     applied to such amounts owed by the Obligors (including without limitation,
     insurance payments, if any, that the Permitted Sellers or the Servicer
     applies in the ordinary course of its business to amounts owed in respect
     of any Receivable).

     As used herein, the following terms shall have the following meanings:

          "Contracts" means, with respect to any Receivable, any and all
     contracts, understandings, instruments, agreements, invoices, notes, or
     other writings pursuant to which such Receivable arises or which evidences
     such Receivable or under which an Obligor becomes or is obligated to make
     payment in respect of such Receivable.

          "Obligor" means, with respect to any Receivable the Person obligated
     to make payments pursuant to the Contract relating to such Receivable.

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

          "Receivable" means any indebtedness and other obligations owed to the
     Permitted Sellers or the SPV or any right of the Permitted Sellers or the
     SPV to payment from or on behalf of an Obligor, whether constituting an
     account, chattel paper, instrument, or general intangible, arising in
     connection with the sale of goods or the rendering of services by the
     Permitted Sellers or the SPV, and includes, without limitation, the
     obligation to pay any finance charges, fees and other charges with respect
     thereto. Indebtedness and other obligations arising from any one
     transaction, including, without limitation, indebtedness and other
     obligations represented by an individual invoice or agreement, shall
     constitute a
<PAGE>

Receivable separate from a Receivable consisting of the indebtedness and other
obligations arising from an other transaction.

          "Related Security" means, with respect to any Receivable:

               (i)    all of the SPV's interest in any goods (including returned
          goods), and documentation or title evidencing the shipment or storage
          of any goods (including returned goods), relating to any sale giving
          rise to such Receivable;

               (ii)   all other security interests or liens and property subject
          thereto from time to time purporting to secure payment of such
          Receivable, whether pursuant to the Contract related to such
          Receivable or otherwise, together with all UCC financing statements or
          similar filings signed by an Obligor relating thereto; and

               (iii)  all guaranties, indemnities, insurance and other
          agreements (including the related Contract) or arrangements of
          whatever character from time to time supporting or securing payment of
          such Receivable or otherwise relating to such Receivable whether
          pursuant to the Contract related to such Receivable or otherwise.

          "Servicer" means Imperial Distributing, Inc., as initial Servicer
together with its successors and permitted assigns in such capacity.

          "UCC" means the Uniform Commercial Code as from time to time in effect
in the applicable jurisdiction.

                                      I-2