$800,000,000
                              CREDIT AGREEMENT

                                   among

                       INTERSTATE BAKERIES CORPORATION,

                              as a Guarantor,

                       INTERSTATE BRANDS CORPORATION

                                    and

                     INTERSTATE BRANDS WEST CORPORATION,

                            each as a Borrower,

             The Several Lenders from Time to Time Parties Hereto,


                          THE BANK OF NOVA SCOTIA,
                                BNP PARIBAS,
       COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A. "RABOBANK
                    INTERNATIONAL", NEW YORK BRANCH, and
                               SUNTRUST BANK,
                      each as a Co-Documentation Agent,

                           BANK OF AMERICA, N.A.,

                           as Syndication Agent,

                                    and

                         THE CHASE MANHATTAN BANK,

                          as Administrative Agent

                         Dated as of July 19, 2001


                        J.P. MORGAN SECURITIES INC.,
                   as Lead Arranger and Sole Bookrunner




                               TABLE OF CONTENTS
                                                                     Page

SECTION 1.      DEFINITIONS ............................................1

1.1     Defined Terms ..................................................1

1.2     Other Definitional Provisions ................................ 21

SECTION 2.      AMOUNT AND TERMS OF COMMITMENTS .......................22

2.1     Term Commitments ..............................................22

2.2     Procedure for Term Loan Borrowing .............................22

2.3     Repayment of Term Loans .......................................22

2.4     Revolving Commitments .........................................24

2.5     Procedure for Revolving Loan Borrowing ........................25

2.6     Swingline Commitment ..........................................25

2.7	Procedure for Swingline Borrowing; Refunding of
        Swingline Loans ...............................................25

2.8     Competitive Bid Procedures ....................................27

2.9     Facility Fees, etc. ...........................................29

2.10    Termination or Reduction of Revolving Commitments .............30

2.11    Optional Prepayments ..........................................30

2.12    Mandatory Prepayments and Commitment Reductions ...............31

2.13    Conversion and Continuation Options ...........................32

2.14    Limitations on Eurodollar Tranches ............................33

2.15    Interest Rates and Payment Dates ..............................33

2.16    Computation of Interest and Fees ..............................34

2.17    Inability to Determine Interest Rate ..........................34

2.18    Pro Rata Treatment and Payments ...............................35

2.19    Requirements of Law ...........................................36

2.20    Taxes .........................................................37

2.21    Indemnity .....................................................39

2.22    Change of Lending Office ......................................39

2.23    Replacement of Lenders ........................................39

SECTION 3.      LETTERS OF CREDIT .....................................40

3.1     L/C Commitment ................................................40

3.2     Procedure for Issuance of Letter of Credit ....................40

3.3     Fees and Other Charges ........................................41

3.4     L/C Participations ............................................41

3.5     Reimbursement Obligation of the Borrowers .....................42

3.6     Obligations Absolute ..........................................42

3.7     Letter of Credit Payments .....................................43

3.8     Applications ..................................................43

3.9     Transitional Provisions .......................................43

3.10    Certain Reporting Requirements ................................43

SECTION 4.      REPRESENTATIONS AND WARRANTIES ........................43

4.1     Financial Condition ...........................................43

4.2     No Change .....................................................44

4.3     Existence; Compliance with Law ................................44

4.4     Power; Authorization; Enforceable Obligations .................44

4.5     No Legal Bar ..................................................45

4.6     Litigation ....................................................45

4.7     No Default ....................................................45

4.8     Ownership of Property; Liens ..................................45

4.9     Intellectual Property .........................................45

4.10    Taxes .........................................................45

4.11    Federal Regulations ...........................................46

4.12    ERISA .........................................................46

4.13    Investment Company Act; Other Regulations .....................46

4.14    Subsidiaries ..................................................46

4.15    Environmental Matters .........................................47

4.16    Accuracy of Information, etc ..................................48

4.17    Security Documents ............................................48

4.18    Regulation H ..................................................48

SECTION 5.      CONDITIONS PRECEDENT ..................................49

5.1     Conditions to Initial Extension of Credit .....................49

5.2     Conditions to Each Extension of Credit ........................50

SECTION 6.      AFFIRMATIVE COVENANTS .................................50

6.1     Financial Statements ..........................................51

6.2     Certificates; Other Information ...............................51

6.3     Payment of Obligations ........................................52

6.4     Maintenance of Existence; Compliance ..........................52

6.5     Maintenance of Property; Insurance ............................52

6.6     Inspection of Property; Books and Records; Discussions ........53

6.7     Notices .......................................................53

6.8     ERISA .........................................................53

6.9     Use of Proceeds ...............................................54

6.10    Mortgages, etc. ...............................................54

6.11    Additional Collateral, etc. ...................................55

SECTION 7.      NEGATIVE COVENANTS ....................................57

7.1     Financial Condition Covenants .................................57

7.2     Indebtedness ..................................................58

7.3     Liens .........................................................59

7.4     Fundamental Changes ...........................................61

7.5     Disposition of Property .......................................61

7.6     Restricted Payments ...........................................62

7.7     Investments ...................................................62

7.8     Transactions with Affiliates ..................................63

7.9     Sales and Leasebacks ..........................................64

7.10    Changes in Fiscal Periods .....................................64

7.11    Contractual Restrictions ......................................64

7.12    Lines of Business .............................................64

7.13    Disposition of Subsidiary Stock ...............................64

SECTION 8.      EVENTS OF DEFAULT .....................................64

SECTION 9.      THE AGENTS ............................................67

9.1     Appointment ...................................................67

9.2     Delegation of Duties ..........................................68

9.3     Exculpatory Provisions ........................................68

9.4     Reliance by Administrative Agent ..............................68

9.5     Notice of Default .............................................69

9.6     Non-Reliance on Agents and Other Lenders ......................69

9.7     Indemnification ...............................................69

9.8     Agent in Its Individual Capacity ..............................70

9.9     Successor Administrative Agent ................................70

9.10    Co-Documentation Agents and Syndication Agent .................70

SECTION 10.     MISCELLANEOUS .........................................71

10.1    Amendments and Waivers ........................................71

10.2    Notices .......................................................72

10.3    No Waiver; Cumulative Remedies ................................73

10.4    Survival of Representations and Warranties ....................73

10.5    Payment of Expenses and Taxes .................................73

10.6    Successors and Assigns; Participations and Assignments ........75

10.7    Adjustments; Set-off ..........................................77

10.8    Counterparts ..................................................78

10.9    Severability ..................................................78

10.10   Integration ...................................................78

10.11   GOVERNING LAW .................................................79

10.12   Submission To Jurisdiction; Waivers ...........................79

10.13   Acknowledgements ..............................................79

10.14   Releases of Guarantees and Liens ..............................80

10.15   Confidentiality ...............................................80

10.16   WAIVERS OF JURY TRIAL .........................................81

10.17   Joint and Several Liability ...................................81



SCHEDULES:
1.1A    Commitments
1.1B    Mortgaged Property
3.9     Existing Facility Letters of Credit
4.4     Consents, Authorizations, Filings and Notices
4.14(a)	Subsidiaries
4.14(b)	Agreements Relating to Capital Stock
4.17(a)	UCC Filing Jurisdictions and Intellectual Property Filings
4.17(b)	Mortgage Filing Jurisdictions
7.2(d)	Existing Indebtedness
7.3(f)	Existing Liens
7.7     Existing Investments

EXHIBITS:
A       Form of Guarantee and Collateral Agreement
B       Form of Compliance Certificate
C       Form of Closing Certificate
D       Form of Mortgage
E       Form of Assignment and Acceptance
F-1     Form of Legal Opinion of Davis, Graham & Stubbs LLP
F-2     Form of Legal Opinion of Simpson Thacher & Bartlett
G       Form of Exemption Certificate
H       Form of Issuing Lender Agreement
I       Form of Competitive Bid Accept/Reject Letter
J       Form of Notice of Competitive Bid Borrowing
K       Form of Notice of Competitive Bid Request
L       Form of Competitive Bid
M       Prepayment Option Notice

     CREDIT AGREEMENT (this "Agreement"), dated as of July 19, 2001,
among INTERSTATE BAKERIES CORPORATION, a Delaware corporation ("Holdings"),
INTERSTATE BRANDS CORPORATION, a Delaware corporation ("Brands"), INTERSTATE
BRANDS WEST CORPORATION, a Delaware corporation ("Brands West"; each of
Brands and Brands West, a "Borrower" and, together, the "Borrowers"), the
several banks and other financial institutions or entities from time to time
parties to this Agreement (the "Lenders"), THE BANK OF NOVA SCOTIA, BNP
PARIBAS, COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A. "RABOBANK
INTERNATIONAL", NEW YORK BRANCH, and SUNTRUST BANK, each as a co-
documentation agent (in such capacity, each, a "Co-Documentation Agent"),
BANK OF AMERICA, N.A., as syndication agent (in such capacity, the
"Syndication Agent"), and THE CHASE MANHATTAN BANK, as administrative agent.

     The parties hereto hereby agree as follows:

                             SECTION 1. DEFINITIONS

     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.

     "ABR":  for any day, a rate per annum (rounded upwards, if
necessary, to the next 1/16 of 1%) equal to the greatest of (a) the Prime
Rate in effect on such day, (b) the Base CD Rate in effect on such day plus
1% and (c) the Federal Funds Effective Rate in effect on such day plus 1/2 of
1%.  For purposes hereof:  "Prime Rate" shall mean the rate of interest per
annum publicly announced from time to time by The Chase Manhattan Bank as its
prime rate in effect at its principal office in New York City (the Prime Rate
not being intended to be the lowest rate of interest charged by The Chase
Manhattan Bank in connection with extensions of credit to debtors); "Base CD
Rate" shall mean the sum of (a) the product of (i) the Three-Month Secondary
CD Rate and (ii) a fraction, the numerator of which is one and the
denominator of which is one minus the CD Reserve Percentage and (b) the CD
Assessment Rate; and "Three-Month Secondary CD Rate" shall mean, for any
day, the secondary market rate for three-month certificates of deposit
reported as being in effect on such day (or, if such day shall not be a
Business Day, the next preceding Business Day) by the Board through the
public information telephone line of the Federal Reserve Bank of New York
(which rate will, under the current practices of the Board, be published in
Federal Reserve Statistical Release H.15(519) during the week following such
day), or, if such rate shall not be so reported on such day or such next
preceding Business Day, the average of the secondary market quotations for
three-month certificates of deposit of major money center banks in New York
City received at approximately 10:00 A.M., New York City time, on such day
(or, if such day shall not be a Business Day, on the next preceding Business
Day) by The Chase Manhattan Bank from three New York City negotiable
certificate of deposit dealers of recognized standing selected by it.  Any
change in the ABR due to a change in the Prime Rate, the Three-Month
Secondary CD Rate or the Federal Funds Effective Rate shall be effective as
of the opening of business on the effective day of such change in the Prime
Rate, the Three-Month Secondary CD Rate or the Federal Funds Effective Rate,
respectively.

     "ABR Loans":  Loans the rate of interest applicable to which is
based upon the ABR.

     "Additional Restricted Payment":  as defined in Section 7.6.

     "Administrative Agent":  The Chase Manhattan Bank, together with
its affiliates, as the arranger of the Commitments and as the administrative
agent for the Lenders under this Agreement and the other Loan Documents,
together with any of its successors.

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

     "Agents":  the collective reference to the Syndication Agent,
the Co-Documentation Agents and the Administrative Agent.

     "Aggregate Exposure":  with respect to any Lender at any time,
an amount equal to (a) until the Closing Date, the aggregate amount of such
Lender's Commitments at such time and (b) thereafter, the sum of (i) the
aggregate then unpaid principal amount of such Lender's Term Loans and (ii)
the amount of such Lender's Revolving Commitment then in effect or, if the
Revolving Commitments have been terminated, the amount of such Lender's
Revolving Extensions of Credit then outstanding and such Lender's Competitive
Bid Loans then outstanding.

     "Aggregate Exposure Percentage":  with respect to any Lender at
any time, the ratio (expressed as a percentage) of such Lender's Aggregate
Exposure at such time to the Aggregate Exposure of all Lenders at such time.

     "Agreement":  as defined in the preamble hereto.

     "Applicable Margin":  for each Type of Loan for any day, the
rate per annum set forth under the relevant column heading in the Pricing
Grid.

     "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.

     "Asset Sale":  any Disposition of property or series of related
Dispositions of property (excluding any such Disposition permitted by clause
(a), (b) or (c) of Section 7.5) to a Person other than another Group Member
that yields gross proceeds to any Group Member (valued at the initial
principal amount thereof in the case of non-cash proceeds consisting of notes
or other debt securities and valued at fair market value in the case of other
non-cash proceeds) in excess of $2,000,000.

     "Assignee":  as defined in Section 10.6(c).

     "Assignment and Acceptance":  an Assignment and Acceptance,
substantially in the form of Exhibit E.

     "Assignor":  as defined in Section 10.6(c).

     "Attributable Debt": in connection with a sale and lease-back
transaction permitted pursuant to Section 7.9, the present value (discounted
in accordance with GAAP at the debt rate implied in the lease) of the
obligations of the lessee for rental payments during the term of the lease.

     "Available Revolving Commitment":  as to any Revolving Lender at
any time, an amount equal to the excess, if any, of (a) such Lender's
Revolving Commitment then in effect over (b) such Lender's Revolving
Extensions of Credit then outstanding.

     "Benefitted Lender":  as defined in Section 10.7(a).

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

     "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, provided, that with respect to notices and determinations in
connection with, and payments of principal and interest on, Eurodollar Loans,
such day is also a day for trading by and between banks in Dollar deposits in
the interbank eurodollar market.

     "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.

     "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 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 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-1 by Standard & Poor's Ratings Services ("S&P") or P-1 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.

     "CD Assessment Rate":  for any day as applied to any ABR Loan,
the annual assessment rate in effect on such day that is payable by a member
of the Bank Insurance Fund maintained by the Federal Deposit Insurance
Corporation (the "FDIC") classified as well-capitalized and within
supervisory subgroup "B" (or a comparable successor assessment risk
classification) within the meaning of 12 C.F.R. subsection 327.4 (or any
successor provision) to the FDIC (or any successor) for the FDIC's (or such
successor's) insuring time deposits at offices of such institution in the
United States.

     "CD Reserve Percentage":  for any day as applied to any ABR
Loan, that percentage (expressed as a decimal) which is in effect on such
day, as prescribed by the Board, for determining the maximum reserve
requirement for a Depositary Institution (as defined in Regulation D of the
Board as in effect from time to time) in respect of new non-personal time
deposits in Dollars having a maturity of 30 days or more.

     "Closing Date":  the date on which the conditions precedent set
forth in Section 5.1 shall have been satisfied, which date is July 19, 2001.

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

     "Co-Documentation Agent":  as defined in the preamble hereto.

     "Collateral":  all property of the Loan Parties, now owned or
hereafter acquired, upon which a Lien is purported to be created by any
Security Document.

     "Commitment":  as to any Lender, the sum of the Tranche A Term
Commitment, the Tranche B Term Commitment and the Revolving Commitment of
such Lender.

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

     "Competitive Bid":  an offer by a Revolving Lender to make a
Competitive Bid Loan pursuant to Section 2.8.

     "Competitive Bid Accept/Reject Letter":  a notification made by
the relevant Borrower pursuant to Section 2.8 in the form of Exhibit I.

     "Competitive Bid Borrowing":  a borrowing consisting of a
Competitive Bid Loan or concurrent Competitive Bid Loans from the Revolving
Lender or Revolving Lenders whose Competitive Bids for such Competitive Bid
Borrowing have been accepted by the relevant Borrower under the bidding
procedure described in Section 2.8.

     "Competitive Bid Loan":  a Loan from a Revolving Lender to the
relevant Borrower made pursuant to the bidding procedures set forth in
Section 2.8.  Each Competitive Bid Loan shall be a Eurodollar Loan bearing
interest at the Eurodollar Rate plus the Spread applicable thereto or a Fixed
Rate Loan.

     "Competitive Bid Rate":  as to any Competitive Bid made by a
Revolving Lender pursuant to Section 2.8 (i) in the case of a Eurodollar
Loan, the Eurodollar Rate plus the Spread, and (ii) in the case of a Fixed
Rate Loan, the fixed rate of interest offered by the Revolving Lender making
such Competitive Bid.

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

     "Conduit Lender":  any special purpose corporation organized and
administered by any Lender for the purpose of making Loans otherwise required
to be made by such Lender and designated by such Lender in a written
instrument; provided, that the designation by any Lender of a Conduit Lender
shall not relieve the designating Lender of any of its obligations to fund a
Loan under this Agreement if, for any reason, its Conduit Lender fails to
fund any such Loan, and the designating Lender (and not the Conduit Lender)
shall have the sole right and responsibility to deliver all consents and
waivers required or requested under this Agreement with respect to its
Conduit Lender, and provided, further, that no Conduit Lender shall (a) be
entitled to receive any greater amount pursuant to Section 2.19, 2.20, 2.21
or 10.5 than the designating Lender would have been entitled to receive in
respect of the extensions of credit made by such Conduit Lender or (b) be
deemed to have any Commitment.

     "Confidential Information Memorandum":  the Confidential
Information Memorandum dated June 2001 and furnished to certain Lenders.

     "Consolidated EBITDA":  shall mean, for any period, Consolidated
Net Income for such period (a) plus the aggregate amount deducted in
determining such Consolidated Net Income in respect of the following, each
determined in accordance with GAAP: (i) Consolidated Interest Expense, (ii)
income taxes, (iii) depreciation, depletion and amortization, (iv) other non-
cash charges (excluding any non-cash charges representing an accrual of or
reserve for cash charges to be paid in the future), (v) charges for
extraordinary items, and (vi) charges for non-recurring items; provided, that
the amount of such charges for non-recurring items so added to Consolidated
Net Income shall not exceed a cumulative amount of $25,000,000 from and after
June 2, 2001, and (b) minus gains for extraordinary items.  For the purposes
of calculating EBITDA for any period of four consecutive fiscal quarters
(each, a "Reference Period") pursuant to any determination of the ratio in
Section 7.1(a), (i) if, at any time during such Reference Period, Holdings or
any Subsidiary shall have made any Material Disposition, EBITDA for such
Reference Period shall be reduced by an amount equal to EBITDA (if positive)
attributable to the property that is the subject of such Material Disposition
for such Reference Period or increased by an amount equal to EBITDA (if
negative) attributable thereto for such Reference Period and (ii) if during
such Reference Period Holdings or any Subsidiary shall have made a Material
Acquisition, EBITDA for such Reference Period shall be calculated after
giving pro forma effect to actual results of such Material Acquisition as if
such Material Acquisition occurred on the first day of such Reference Period.
As used in this definition, "Material Acquisition" means any acquisition of
property or series of related acquisitions of property that (a) constitutes
assets comprising all or substantially all of an operating unit of a business
or constitutes all or substantially all of the common stock of a Person and
(b) involves the payment of consideration by Holdings and its Subsidiaries in
excess of $100,000,000; and "Material Disposition" means any Disposition of
property or series of related Dispositions of property that yields gross
proceeds to Holdings or any of its Subsidiaries in excess of $100,000,000.

     "Consolidated Interest Coverage Ratio":  for any period, the
ratio of (a) Consolidated EBITDA for such period to (b) Consolidated Interest
Expense for such period.

     "Consolidated Interest Expense":  shall mean for any period, the
gross interest expense of Holdings and its Subsidiaries computed on a
consolidated basis in accordance with GAAP, including, without limitation,
amortization of debt discounts and the portion of any Capital Lease
Obligation allocable to interest expense.

     "Consolidated Leverage Ratio":  as at the last day of any
period, the ratio of (a) Consolidated Total Debt on such day to (b)
Consolidated EBITDA for such period.

     "Consolidated Net Income":  for any period, the consolidated net
income (or loss) of Holdings 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 accrued prior to the date
it becomes a Subsidiary or is merged into or consolidated with Holdings or
any of its Subsidiaries, (b) the income (or deficit) of any Person (other
than a Subsidiary) in which Holdings or any of its Subsidiaries has an
ownership interest, except to the extent that any such income is actually
received by Holdings or such Subsidiary in the form of dividends or similar
distributions and (c) the undistributed earnings of any Subsidiary to the
extent that the declaration or payment of dividends or similar distributions
by such Subsidiary is not at the time permitted by the terms of any
Contractual Obligation (other than under any Loan Document) or Requirement of
Law applicable to such Subsidiary.

     "Consolidated Net Worth":  at any date, all amounts that would,
in conformity with GAAP, be included on a consolidated balance sheet of
Holdings and its Subsidiaries under stockholders' equity at such date.

     "Consolidated Total Debt":  at any date, the aggregate principal
amount of all (a) Indebtedness of Holdings and its Subsidiaries shown on a
balance sheet at such date, determined on a consolidated basis in accordance
with GAAP and (b) appeal bonds (including in connection with any judgment,
order or decree) of Holdings and its Subsidiaries at such date; provided,
that clause (b) shall not include (i) pledges and deposits listed in Sections
7.3(c) and (d), (ii) any appeal bonds existing on the date hereof up to an
aggregate amount of $45,000,000, and any renewals, replacements or extensions
of such appeal bonds so long as the principal amount of such appeal bond is
not increased, and (iii) appeal bonds obtained in the ordinary course of
business in amounts, individually, of less than $1,000,000.

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

     "Control": the direct or indirect possession of the power to
direct or cause the direction of the management or policies of a Person,
whether through the ownership of voting securities, by contract or otherwise,
and "Controlling" and "Controlled" shall have meanings correlative
thereto.

     "Default":  any of the events specified in Section 8, whether or
not any requirement for the giving of notice, the lapse of time, or both, has
been satisfied.

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

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

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

     "Environmental Laws":  any and all foreign, Federal, state,
local or municipal laws, rules, orders, regulations, statutes, ordinances,
codes, decrees, requirements of any Governmental Authority or other
Requirements of Law (including common law) regulating, relating to or
imposing liability or standards of conduct concerning protection of human
health or the environment, as now or may at any time hereafter be in effect.

     "Environmental Permits":  any and all permits, licenses,
approvals, 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.

     "Eurocurrency Reserve Requirements":  for any day as applied to
a Eurodollar Loan, the aggregate (without duplication) of the maximum rates
(expressed as a decimal fraction) of reserve requirements in effect on such
day (including basic, supplemental, marginal and emergency reserves) under
any regulations of the Board or other Governmental Authority having
jurisdiction with respect thereto dealing with reserve requirements
prescribed for eurocurrency funding (currently referred to as "Eurocurrency
Liabilities" in Regulation D of the Board) maintained by a member bank of
the Federal Reserve System.

     "Eurodollar Base Rate":  with respect to each day during each
Interest Period pertaining to a Eurodollar Loan, the rate per annum
determined on the basis of the rate for deposits in Dollars for a period
equal to such Interest Period commencing on the first day of such Interest
Period appearing on Page 3750 of the Telerate screen as of 11:00 A.M., London
time, two Business Days prior to the beginning of such Interest Period.  In
the event that such rate does not appear on Page 3750 of the Telerate screen
(or otherwise on such screen), the "Eurodollar Base Rate" shall be
determined by reference to such other comparable publicly available service
for displaying eurodollar rates as may be selected by the Administrative
Agent or, in the absence of such availability, by reference to the rate at
which the Administrative Agent is offered Dollar deposits at or about 11:00
A.M., New York City time, two Business Days prior to the beginning of such
Interest Period in the interbank eurodollar market where its eurodollar and
foreign currency and exchange operations are then being conducted for
delivery on the first day of such Interest Period for the number of days
comprised therein.

     "Eurodollar Loans":  Loans the rate of interest applicable to
which is based upon the Eurodollar Rate.

     "Eurodollar Rate":  with respect to each day during each
Interest Period pertaining to a Eurodollar Loan, a rate per annum determined
for such day in accordance with the following formula (rounded upward to the
nearest 1/100th of 1%):

                             Eurodollar Base Rate
                         ---------------------------
                         1.00 - Eurocurrency Reserve
                                 Requirements

     "Eurodollar Tranche":  the collective reference to Eurodollar
Loans under a particular Facility the then current Interest Periods with
respect to all of which begin on the same date and end on the same later date
(whether or not such Loans shall originally have been made on the same day).

     "Event of Default":  any of the events specified in Section 8,
provided that any requirement for the giving of notice, the lapse of time, or
both, has been satisfied.

     "Excluded Foreign Subsidiary":  any Foreign Subsidiary in
respect of which either (a) the pledge of all of the Capital Stock of such
Subsidiary as Collateral or (b) the guaranteeing by such Subsidiary of the
Obligations, would, in the good faith judgment of Holdings, result in
material adverse tax consequences to Holdings or either Borrower.

     "Existing Credit Facilities":  (a) the Credit Agreement, dated
as of August 31, 2000, entered into among Brands and Brands West, as the
borrowers; Holdings, as the guarantor; the lenders from time to time party
thereto; Bank of America, N.A., as syndication agent; The Bank of Nova
Scotia, as documentation agent, and The Chase Manhattan Bank, as the
administrative agent, together with the Loan Documents (as defined therein),
and (b) the Amended and Restated Credit Agreement, dated as of May 31, 1995,
as amended and restated as of August 31, 2000, entered into among Brands, as
the borrower, Brands West and Holdings, each as a guarantor; the "Lenders"
and "Issuing Lenders" (each as defined therein); and The Chase Manhattan
Bank, as administrative agent, together with the Loan Documents (as defined
therein).

     "Existing Facility Letters of Credit":  as defined in Section 3.9.

     "Facility":  each of (a) the Tranche A Term Commitments and the
Tranche A Term Loans made thereunder (the "Tranche A Term Facility"), (b)
the Tranche B Term Commitments and the Tranche B Term Loans made thereunder
(the "Tranche B Term Facility"), and (c) the Revolving Commitments and the
extensions of credit made thereunder (the "Revolving Facility").

     "Facility Fee Rate":  for any day, the rate per annum set forth
under the relevant column heading in the Pricing Grid.

     "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 that is a Business Day, the
average of the quotations for the day of such transactions received by The
Chase Manhattan Bank from three federal funds brokers of recognized standing
selected by it.

     "Fixed Rate Loan":  any Competitive Bid Loan bearing interest at
a fixed percentage rate per annum (expressed in the form of a decimal to no
more than four decimal places) specified by the Revolving Lender making such
Loan in its Competitive Bid.

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

     "Funding Office":  the office of the Administrative Agent
specified in Section 10.2 or such other office as may be specified from time
to time by the Administrative Agent as its funding office by written notice
to the Borrowers and the Lenders.

     "GAAP":  generally accepted accounting principles in the United
States as in effect from time to time, except that for purposes of Section
7.1, 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 referred to in Section 4.1.  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 Borrowers 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 Holding'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 Holdings, the Borrowers,
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 SEC.

     "Governmental Authority":  any nation or government, any state
or other political subdivision thereof, any agency, authority,
instrumentality, regulatory body, court, central bank or other entity
exercising executive, legislative, judicial, taxing, regulatory or
administrative functions of or pertaining to government, any securities
exchange and any self-regulatory organization (including the National
Association of Insurance Commissioners).

     "Group Members":  the collective reference to Holdings, each
Borrower and their respective Subsidiaries.

     "Guarantee and Collateral Agreement":  the Guarantee and
Collateral Agreement to be executed and delivered by Holdings, each Borrower
and each Subsidiary Guarantor, substantially in the form of Exhibit A.

     "Guarantee Obligation":  as to any Person (the "guaranteeing
person"), any obligation of (a) the guaranteeing person or (b) another
Person (including 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 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 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.
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 Borrowers in good faith.

     "Guarantors":  the collective reference to Holdings and the
Subsidiary Guarantors.

     "Hedge Agreements":  all swaps, caps, collar agreements, forward
purchasing or other similar hedging arrangements dealing with interest rates,
currency exchange rates, the exchange of nominal interest obligations, or
fuel, grain and other commodities and raw materials, either generally or
under specific contingencies.

     "Holdings":  as defined in the preamble hereto.

     "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 trade payables and other accrued expenses 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 or
applicant under or in respect of acceptances, letters of credit, surety
bonds, or similar arrangements, (g) the liquidation value of all mandatorily
redeemable preferred Capital 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 accounts and contract rights) owned by such
Person, whether or not such Person has assumed or become liable for the
payment of such obligation, and (j) for the purposes of Sections 7.2 and 8(e)
only, all net payment obligations of such Person in respect of Hedge
Agreements.  The Indebtedness of any Person shall include the Indebtedness of
any other entity (including any partnership in which such Person is a general
partner) to the extent such Person is liable therefor as a result of such
Person's ownership interest in or other relationship with such entity, except
to the extent the terms of such Indebtedness expressly provide that such
Person is not liable therefor.

     "Information": as defined in Section 10.15(a).

     "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 copyrights, copyright licenses, patents, patent licenses,
trademarks, trademark licenses, trademark applications, service marks,
service mark licenses, service mark applications, domain names, technology,
know-how and processes, 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 Payment Date":  (a) as to any ABR Loan, the last day
of each March, June, September and December to occur while such Loan is
outstanding and the final maturity date of such Loan, (b) as to any
Eurodollar Loan having an Interest Period of three months or less, the last
day of such Interest Period, (c) as to any Eurodollar Loan having an Interest
Period longer than three months, each day that is three months, or a whole
multiple thereof, after the first day of such Interest Period and the last
day of such Interest Period, (d) as to any Fixed Rate Loan, the last day of
the Interest Period applicable to such Loan and, in the case of a Fixed Rate
Loan with an Interest Period of more than 90 days' duration (unless otherwise
specified in the applicable Notice of Competitive Bid Request), each day
prior to the last day of such Interest Period that occurs at intervals of 90
days' duration after the first day of such Interest Period, and any other
dates that are specified in the applicable Notice of Competitive Bid Request
as Interest Payment Dates with respect to such Fixed Rate Loan, (e) as to any
Loan (other than any Revolving Loan that is an ABR Loan and any Swingline
Loan), the date of any repayment or prepayment made in respect thereof and
(f) as to any Loan, the Revolving Termination Date or such earlier date on
which the Loans become due and payable and the Commitments are terminated.

     "Interest Period":  (a) as to any Eurodollar Loan, (i)
initially, the period commencing on the borrowing or conversion date, as the
case may be, with respect to such Eurodollar Loan and ending one, two, three
or six months thereafter, as selected by the relevant Borrower in its notice
of borrowing or notice of conversion, as the case may be, given with respect
thereto; and (ii) thereafter, each period commencing on the last day of the
next preceding Interest Period applicable to such Eurodollar Loan and ending
one, two, three or six months thereafter, as selected by the relevant
Borrower by irrevocable notice to the Administrative Agent not less than
three Business Days prior to the last day of the then current Interest Period
with respect thereto and (b) in the case of a Fixed Rate Loan, a period
commencing on the date of borrowing of such Fixed Rate Loan and ending on the
date specified in the Competitive Bid in which the offer to make such Fixed
Rate Loan was extended and accepted pursuant to Section 2.8, which shall not
be earlier than 7 days after the date, or later than 180 days after the date,
that such Fixed Rate Loan was made; provided that, all of the foregoing
provisions relating to Interest Periods are subject to the following:

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

          (ii)   no Borrower may select an Interest Period under a
     particular Facility that would extend beyond the Revolving Termination
     Date or beyond the date final payment is due on the Tranche A Term
     Loans or the Tranche B Term Loans, as the case may be;

          (iii)   any Interest Period that begins on the last Business
     Day of a calendar month (or on a day for which there is no numerically
     corresponding day in the calendar month at the end of such Interest
     Period) shall end on the last Business Day of a calendar month; and

          (iv)   the relevant Borrower shall select Interest Periods
     so as not to require a payment or prepayment of any Eurodollar Loan
     during an Interest Period for such Loan.

     "Investments":  as defined in Section 7.7.

     "Issuing Lender":  any Lender designated as an Issuing Lender in
an Issuing Lender Agreement executed by such Lender, the Borrowers and the
Administrative Agent, in its capacity as issuer of any Letter of Credit.

     "Issuing Lender Agreement":  an agreement, substantially in the
form of Exhibit H, executed by a Lender, the Borrowers, and the
Administrative Agent pursuant to which such Lender agrees to become an
Issuing Lender hereunder.

     "L/C Commitment":  $150,000,000.

     "L/C Fee Payment Date":  the last day of each March, June,
September and December and the last day of the Revolving Commitment Period.

     "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 that have not then been reimbursed pursuant to Section 3.5.

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

     "Lender Affiliate":  (a) any Affiliate of any Lender, (b) any
Person that is administered or managed by any Lender and that is engaged in
making, purchasing, holding or otherwise investing in commercial loans and
similar extensions of credit in the ordinary course of its business and (c)
with respect to any Lender which is a fund that invests in commercial loans
and similar extensions of credit, any other fund that invests in commercial
loans and similar extensions of credit and is managed or advised by the same
investment advisor as such Lender or by an Affiliate of such Lender or
investment advisor.

     "Lenders":  as defined in the preamble hereto; provided, that
unless the context otherwise requires, each reference herein to the Lenders
shall be deemed to include any Conduit Lender.

     "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 (including any
conditional sale or other title retention agreement and any capital lease
having substantially the same economic effect as any of the foregoing).

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

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

     "Loan Parties":  each Group Member that is a party to a Loan Document.

     "Majority Facility Lenders":  with respect to any Facility, the
holders of more than 50% of the aggregate unpaid principal amount of the
Tranche A Term Loans, Tranche B Term Loans or the Total Revolving Extensions
of Credit, as the case may be, outstanding under such Facility (or, in the
case of the Revolving Facility, prior to any termination of the Revolving
Commitments, the holders of more than 50% of the Total Revolving
Commitments).

     "Material Adverse Effect":  a material adverse effect on (a) the
business, property, operations or condition (financial or otherwise) of
Holdings and its 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 Administrative Agent or the Lenders hereunder or
thereunder.

     "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
or contaminants (as defined under applicable Environmental Laws),
radioactivity, and any other substances of any kind regulated pursuant to or
that would reasonably be expected to give rise to liability under any
Environmental Law.

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

     "Mortgaged Properties":  the real properties listed on Schedule
1.1B, as to which the Administrative Agent for the benefit of the Lenders
shall be granted a Lien pursuant to the Mortgages.

      "Mortgages":  each of the mortgages and deeds of trust made by
any Loan Party in favor of, or for the benefit of, the Administrative Agent
for the benefit of the Lenders, substantially in the form of Exhibit D (with
such changes thereto as shall be advisable under the law of the jurisdiction
in which such mortgage or deed of trust is to be recorded).

     "Mrs. Cubbison's":  Mrs. Cubbison's Foods, Inc., a California corporation.

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

     "Net Cash Proceeds":  (a) in connection with any Asset Sale 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
Asset Sale 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
that is the subject of such Asset Sale or Recovery Event (other than any Lien
pursuant to a Security Document) and other customary fees and expenses
actually incurred in connection therewith and net of taxes paid or reasonably
estimated to be payable as a result thereof (after taking into account any
available tax credits or deductions and any tax sharing arrangements) and (b)
in connection with any issuance or sale of Capital Stock to a Person other
than another Group Member or any incurrence of Indebtedness from a Person
other than another Group Member, the cash proceeds received from such
issuance or incurrence, net of attorneys' fees, investment banking fees,
accountants' fees, underwriting discounts and commissions and other customary
fees and expenses actually incurred in connection therewith.

     "Non-Excluded Taxes":  as defined in Section 2.20(a).

     "Non-U.S. Lender":  as defined in Section 2.20(d).

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

     "Notice of Competitive Bid Borrowing" shall have the meaning
given to such term in Section 2.8(a).

     "Notice of Competitive Bid Request" shall have the meaning given
to such term in Section 2.8(a).

     "Obligations":  the unpaid principal of and interest on
(including interest accruing after the maturity of the Loans and
Reimbursement Obligations and interest accruing after the filing of any
petition in bankruptcy, or the commencement of any insolvency, reorganization
or like proceeding, relating to either Borrower, whether or not a claim for
post-filing or post-petition interest is allowed in such proceeding) the
Loans and all other obligations and liabilities of the Borrowers to the
Administrative Agent or to any Lender (or, in the case of Specified Hedge
Agreements, any affiliate of any Lender), whether direct or indirect,
absolute or contingent, due or to become due, or now existing or hereafter
incurred, which may arise under, out of, or in connection with, this
Agreement, any other Loan Document, the Letters of Credit, any Specified
Hedge Agreement or any other document made, delivered or given in connection
herewith or therewith, whether on account of principal, interest,
reimbursement obligations, fees, indemnities, costs, expenses (including all
fees, charges and disbursements of counsel to the Administrative Agent or to
any Lender that are required to be paid by the Borrowers pursuant hereto) or
otherwise.

     "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 or
any other Loan Document.

     "Participant":  as defined in Section 10.6(b).

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

     "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.

     "Plan":  at a particular time, any employee benefit plan that is
covered by ERISA and in respect of which either 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.

     "Prepayment Date":  as defined in Section 2.11(b).

     "Prepayment Option Notice":  as defined in Section 2.11(b).

     "Pricing Grid":  the table set forth below.

<TABLE>
<CAPTION>
  Level
(based on
the senior
secured debt              Applicable   Applicable   Applicable                   Applicable     Applicable
 rating of                Margin for   Margin for   Margin for    Applicable     Margin for     Margin for
 Holdings                 Eurodollar      ABR       Eurodollar    Margin for     Eurodollar         ABR
 and the        Facility  Revolving    Revolving    Tranche A     ABR Tranche    Tranche B      Tranche B
Borrowers)      Fee Rate    Loans        Loans      Term Loans    A Term Loans   Term Loans     Term Loans
------------    --------- ----------   ----------   ----------    ------------   ----------     ----------

               <c>       <c>          <c>          <c>            <c>           <c>             <c>
Level I           .375%     0.875%       0.000%       1.250%         0.250%        2.250%          1.250%

Equal to or
greater than
BBB and Baa2
by S&P and
Moody's

Level II          .375%     1.125%       0.125%       1.500%         0.500%        2.250%          1.250%

BBB- and
Baa3 by S&P
and Moody's

Level III         .375%     1.375%       0.375%       1.750%         0.750%        2.250%          1.250%

BB+ and Ba1
by S&P and
Moody's

Level IV          .500%     1.750%       0.750%       2.250%         1.250%        2.500%          1.500%

BB and Ba2
by S&P and
Moody's

Level V           .500%     2.000%       1.000%       2.500%         1.500%        2.750%          1.750%

Less than or
equal to BB-
and Ba3 by
S&P and
Moody's
</TABLE>

For purposes of the foregoing, (i) if either S&P or Moody's shall cease to
have in effect a rating (other than by reason of the circumstances referred
to in the last sentence below), then Level V shall apply, (ii) if the ratings
established or deemed to have been established by S&P and Moody's shall fall
within different Levels, the applicable rate shall be based on the lower of
the two ratings unless one of the two ratings is two or more Levels lower
than the other, in which case the Applicable Margin or Facility Fee Rate, as
applicable, shall be determined by reference to the Level next above that of
the lower of the two ratings; and (iii) if the ratings established or deemed
to have been established by S&P and Moody's shall be changed (other than as a
result of a change in the rating system of S&P or Moody's), such change shall
be effective as of the date on which it is first announced by the applicable
rating agency.  Each change in the applicable rate shall apply during the
period commencing on the effective date of such change and ending on the date
immediately preceding the effective date of the next such change.  If the
rating system of Moody's or S&P shall change, or if either such rating agency
shall cease to be in the business of rating corporate debt obligations, the
Borrowers and the Lenders shall negotiate in good faith to amend the Loan
Documents to reflect such changed rating system or the unavailability of
ratings from such rating agency and, pending the effectiveness of any such
amendment, the applicable rate shall be determined by reference to the rating
most recently in effect prior to such change or cessation.

     "Recovery Event":  any settlement of or payment in respect of
any property or casualty insurance claim or any condemnation proceeding
relating to any asset of any Group Member that yields gross proceeds to any
Group Member in excess of $2,000,000.

     "Refunded Swingline Loans":  as defined in Section 2.7(b).

     "Refunding Date":  as defined in Section 2.7(c).

     "Register":  as defined in Section 10.6(d).

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

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

     "Reinvestment Deferred Amount":  with respect to any
Reinvestment Event, the aggregate Net Cash Proceeds received by any Group
Member in connection therewith that are not applied to prepay the Term Loans
or reduce the Revolving Commitments pursuant to Section 2.12(c) as a result
of the delivery of a Reinvestment Notice to the Administrative Agent.

     "Reinvestment Event":  any Asset Sale or Recovery Event in
respect of which Holdings or either Borrower has delivered a Reinvestment
Notice to the Administrative Agent.

     "Reinvestment Notice":  a written notice executed by a
Responsible Officer stating that no Event of Default has occurred and is
continuing and that Holdings or the relevant Borrower (directly or indirectly
through a Subsidiary) intends and expects to use all or a specified portion
of the Net Cash Proceeds of an Asset Sale or Recovery Event to acquire or
repair assets useful in its business.

     "Reinvestment Prepayment Amount":  with respect to any
Reinvestment Event, the Reinvestment Deferred Amount relating thereto less
any amount expended prior to the relevant Reinvestment Prepayment Date to
acquire or repair assets useful in the business of Holdings or any Subsidiary
of Holdings.

     "Reinvestment Prepayment Date":  with respect to any
Reinvestment Event, the earlier of (a) the date occurring six months after
the date of such Reinvestment Event and (b) the date on which Holdings and
its Subsidiaries shall have determined not to acquire or repair assets useful
in their business with all or any portion of the relevant Reinvestment
Deferred Amount.

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

     "Reportable Event":  any of the events set forth in Section
4043(c) of ERISA, other than those events as to which the thirty day notice
period is waived under subsections .27, .28, .29, .30, .31, .32, .34 or .35
of PBGC Reg. subsection 4043.

     "Required Lenders":  at any time, the holders of more than 50%
of (a) until the Closing Date, the Commitments then in effect and (b)
thereafter, the sum of (i) the aggregate unpaid principal amount of the Term
Loans then outstanding and (ii) the Total Revolving Commitments then in
effect or, if the Revolving Commitments have been terminated, the Total
Revolving Extensions of Credit then outstanding.

     "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, including any Environmental 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, treasurer, vice president and corporate secretary,
or corporate comptroller of Holdings or the relevant Borrower, as the case
may be, but in any event, with respect to financial matters, the chief
financial officer or treasurer of Holdings or the relevant Borrower, as the
case may be.

     "Restricted Payments":  as defined in Section 7.6.

     "Revolving Commitment":  as to any Lender, the obligation of
such Lender, if any, to make Revolving Loans and participate in Swingline
Loans and Letters of Credit in an aggregate principal and/or face amount not
to exceed the amount set forth under the heading "Revolving Commitment"
opposite such Lender's name on Schedule 1.1A or in the Assignment and
Acceptance pursuant to which such Lender became a party hereto, as the same
may be changed from time to time pursuant to the terms hereof.  The original
amount of the Total Revolving Commitments is $300,000,000.

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

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

     "Revolving Lender":  each Lender that has a Revolving Commitment
or that holds Revolving Loans.

     "Revolving Loans":  as defined in Section 2.4(a).

     "Revolving Percentage":  as to any Revolving Lender at any time,
the percentage which such Lender's Revolving Commitment then constitutes of
the Total Revolving Commitments or, at any time after the Revolving
Commitments shall have expired or terminated, the percentage which the
aggregate principal amount of such Lender's Revolving Loans then outstanding
constitutes of the aggregate principal amount of the Revolving Loans then
outstanding, provided, that, in the event that the Revolving Loans are paid
in full prior to the reduction to zero of the Total Revolving Extensions of
Credit, the Revolving Percentages shall be determined in a manner designed to
ensure that the other outstanding Revolving Extensions of Credit shall be
held by the Revolving Lenders on a comparable basis.

     "Revolving Termination Date":  July 19, 2006.

     "S&P": Standard & Poor's Ratings Group, a division of The
McGraw-Hill Companies, Inc., and its successors.

     "SEC":  the Securities and Exchange Commission, any successor
thereto and any analogous Governmental Authority.

     "Security Documents":  the collective reference to the Guarantee
and Collateral Agreement, the Mortgages and all other security documents
hereafter delivered to the Administrative Agent granting a Lien on any
property of any Person to secure the obligations and liabilities of any Loan
Party under any Loan Document.

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

     "Specified Hedge Agreement":  any Hedge Agreement (a) entered
into by either Borrower and any Lender or Lender Affiliate and (b) that has
been designated by the relevant Lender and the relevant Borrower, by written
notice to the Administrative Agent, as a Specified Hedge Agreement.  The
designation of any Hedge Agreement as a Specified Hedge Agreement shall not
create in favor of such Lender or Lender Affiliate any rights in connection
with the management or release of any Collateral or of the obligations of any
Loan Party under the Guarantee and Collateral Agreement.

     "Spread":  as to any Competitive Bid Loan bearing interest at a
rate based upon the Eurodollar Rate, the margin (expressed as a percentage
rate per annum in the form of a decimal to no more than four decimal places)
to be added to or subtracted from the Eurodollar Rate in order to determine
the interest rate applicable to such Competitive Bid Loan, as specified in
the Competitive Bid relating to such Competitive Bid Loan.

     "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 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 Holdings.

     "Subsidiary Guarantor":  each material Subsidiary of Holdings
(i) other than any Excluded Foreign Subsidiary and (ii) Mrs. Cubbison's.

     "Swingline Commitment":  the obligation of the Swingline Lender
to make Swingline Loans pursuant to Section 2.6 in an aggregate principal
amount at any one time outstanding not to exceed $40,000,000.

     "Swingline Lender":  The Chase Manhattan Bank, in its capacity
as the lender of Swingline Loans.

     "Swingline Loans":  as defined in Section 2.6.

     "Swingline Participation Amount":  as defined in Section 2.7(c).

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

     "Term Lenders":  the collective reference to the Tranche A Term
Lenders and the Tranche B Term Lenders.

     "Term Loans":  the collective reference to the Tranche A Term
Loans and Tranche B Term Loans.

     "Total Revolving Commitments":  at any time, the aggregate
amount of the Revolving Commitments then in effect.

     "Total Revolving Extensions of Credit":  at any time, the sum of
(a) the aggregate amount of the Revolving Extensions of Credit of the
Revolving Lenders outstanding at such time plus (b) the aggregate amount of
the Competitive Bid Loans of the Revolving Lenders outstanding at such time.

     "Tranche A Maturity Date": July 19, 2006.

     "Tranche A Term Commitment":  as to any Lender, the obligation
of such Lender, if any, to make a Tranche A Term Loan to the Borrowers in an
aggregate principal amount not to exceed the amount set forth under the
heading "Tranche A Term Commitment" opposite such Lender's name on Schedule
1.1A.  The original aggregate amount of the Tranche A Term Commitments is
$375,000,000.

     "Tranche A Term Lender":  each Lender that has a Tranche A Term
Commitment or that holds a Tranche A Term Loan.

     "Tranche A Term Loan":  as defined in Section 2.1.

     "Tranche A Term Percentage":  as to any Tranche A Term Lender at
any time, the percentage which such Lender's Tranche A Term Commitment then
constitutes of the aggregate Tranche A Term Commitments (or, at any time
after the Closing Date, the percentage which the aggregate principal amount
of such Lender's Tranche A Term Loans then outstanding constitutes of the
aggregate principal amount of the Tranche A Term Loans then outstanding).

     "Tranche B Maturity Date": July 19, 2007.

     "Tranche B Optional Prepayment Amount":  as defined in Section 2.11(b).

     "Tranche B Term Commitment":  as to any Lender, the obligation
of such Lender, if any, to make a Tranche B Term Loan to the Borrowers in an
aggregate principal amount not to exceed the amount set forth under the
heading "Tranche B Term Commitment" opposite such Lender's name on Schedule
1.1A.  The original aggregate amount of the Tranche B Term Commitments is
$125,000,000.

     "Tranche B Term Lender":  each Lender that has a Tranche B Term
Commitment or that holds a Tranche B Term Loan.

     "Tranche B Term Loan":  as defined in Section 2.1.

     "Tranche B Term Percentage":  as to any Tranche B Lender at any
time, the percentage which such Lender's Tranche B Term Commitment then
constitutes of the aggregate Tranche B Term Commitments (or, at any time
after the Closing Date, the percentage which the aggregate principal amount
of such Lender's Tranche B Term Loans then outstanding constitutes of the
aggregate principal amount of the Tranche B Term Loans then outstanding).

     "Transferee":  any Assignee or Participant.

     "Type":  as to any Loan, its nature (a) as an ABR Loan, a
Eurodollar Loan or a Fixed Rate Loan or (b) as a Revolving Loan, a Tranche A
Term Loan or a Tranche B Term Loan.

     "United States":  the United States of America.

     "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 Subsidiary Guarantor
that is a Wholly-Owned Subsidiary of Holdings.

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

     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,
(i) accounting terms relating to any Group Member 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, (ii)
the words "include", "includes" and "including" shall be deemed to be
followed by the phrase "without limitation", (iii) the word "incur" shall
be construed to mean incur, create, issue, assume, become liable in respect
of or suffer to exist (and the words "incurred" and "incurrence" shall
have correlative meanings), (iv) the words "asset" and "property" shall be
construed to have the same meaning and effect and to refer to any and all
tangible and intangible assets and properties, including cash, Capital Stock,
securities, revenues, accounts, leasehold interests and contract rights, and
(v) references to agreements or other Contractual Obligations shall, unless
otherwise specified, be deemed to refer to such agreements or Contractual
Obligations as amended, supplemented, restated or otherwise modified from
time to time.

     (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.

               SECTION 2. AMOUNT AND TERMS OF COMMITMENTS

     2.1  Term Commitments.  Subject to the terms and conditions
hereof, (a) each Tranche A Term Lender severally agrees to make one or more
term loans (each, a "Tranche A Term Loan") to the Borrowers on the Closing
Date in an aggregate amount not to exceed the amount of the Tranche A Term
Commitment of such Lender and (b) each Tranche B Term Lender severally agrees
to make one or more term loans (each, a "Tranche B Term Loan") to the
Borrowers on the Closing Date in an aggregate amount not to exceed the amount
of the Tranche B Term Commitment of such Lender.  The Term Loans may from
time to time be Eurodollar Loans or ABR Loans, as determined by the relevant
Borrower and notified to the Administrative Agent in accordance with Sections
2.2 and 2.13.

     2.2  Procedure for Term Loan Borrowing.  The relevant Borrower
shall give the Administrative Agent irrevocable notice (which notice must be
received by the Administrative Agent prior to 12:00 Noon, New York City time,
(a) three Business Days prior to the requested Borrowing Date, in the case of
Eurodollar Loans, or (b) one Business Day prior to the requested Borrowing
Date, in the case of ABR Loans), specifying (i) the amount of Term Loans to
be borrowed, (ii) the requested Borrowing Date and (iii) in the case of
Eurodollar Loans, the respective amounts of each such Type of Loan and the
respective lengths of the initial Interest Period therefor.  Upon receipt of
such notice the Administrative Agent shall promptly notify each Term Lender
thereof.  Not later than 12:00 Noon, New York City time, on the Closing Date,
each Term Lender shall make available to the Administrative Agent at the
Funding Office an amount in immediately available funds equal to the Term
Loan or Term Loans to be made by such Lender.  The Administrative Agent shall
credit the account of the relevant Borrower on the books of such office of
the Administrative Agent with the aggregate of the amounts made available to
the Administrative Agent by the Term Lenders in immediately available funds.

     2.3  Repayment of Term Loans.  (a)  The Tranche A Term Loan of
each Tranche A Lender shall mature in 20 consecutive quarterly installments,
each of which shall be in an amount equal to such Lender's Tranche A Term
Percentage multiplied by the amount set forth below opposite such installment
(unless such amount has been reduced by one or more prepayments, in which
case it will be appropriately adjusted):

          Installment                            Principal Amount
          -----------                            ----------------

          September 30, 2001                       $9,375,000.00
          December 31, 2001                        $9,375,000.00
          March 31, 2002                           $9,375,000.00
          June 30, 2002                            $9,375,000.00

          September 30, 2002                       $9,375,000.00
          December 31, 2002                        $9,375,000.00
          March 31, 2003                           $9,375,000.00
          June 30, 2003                            $9,375,000.00

          September 30, 2003                      $14,062,500.00
          December 31, 2003                       $14,062,500.00
          March 31, 2004                          $14,062,500.00
          June 30, 2004                           $14,062,500.00

          September 30, 2004                      $14,062,500.00
          December 31, 2004                       $14,062,500.00
          March 31, 2005                          $14,062,500.00
          June 30, 2005                           $14,062,500.00

          September 30, 2005                      $46,875,000.00
          December 31, 2005                       $46,875,000.00
          March 31, 2006                          $46,875,000.00
          Tranche A Maturity Date                 $46,875,000.00


     (b)  The Tranche B Term Loan of each Tranche B Lender shall
mature in 24 consecutive quarterly installments, each of which shall be in an
amount equal to such Lender's Tranche B Term Percentage multiplied by the
amount set forth below opposite such installment (unless such amount has been
reduced by one or more prepayments, in which case it will be appropriately
adjusted):
          Installment                            Principal Amount
          -----------                            ----------------

          September 30, 2001                         $312,500.00
          December 31, 2001                          $312,500.00
          March 31, 2002                             $312,500.00
          June 30, 2002                              $312,500.00

          September 30, 2002                         $312,500.00
          December 31, 2002                          $312,500.00
          March 31, 2003                             $312,500.00
          June 30, 2003                              $312,500.00

          September 30, 2003                         $312,500.00
          December 31, 2003                          $312,500.00
          March 31, 2004                             $312,500.00
          June 30, 2004                              $312,500.00

          September 30, 2004                         $312,500.00
          December 31, 2004                          $312,500.00
          March 31, 2005                             $312,500.00
          June 30, 2005                              $312,500.00

          September 30, 2005                         $312,500.00
          December 31, 2005                          $312,500.00
          March 31, 2006                             $312,500.00
          June 30, 2006                              $312,500.00

          September 30, 2006                      $29,687,500.00
          December 31, 2006                       $29,687,500.00
          March 31, 2007                          $29,687,500.00
          Tranche B Maturity Date                 $29,687,500.00

     2.4  Revolving Commitments.  (a)  Subject to the terms and
conditions hereof, each Revolving Lender severally agrees to make revolving
credit loans ("Revolving Loans") to the Borrowers from time to time during
the Revolving Commitment Period in an aggregate principal amount at any one
time outstanding which, when added to such Lender's Revolving Percentage of
the sum of (i) the L/C Obligations then outstanding and (ii) the aggregate
principal amount of the Swingline Loans then outstanding, does not exceed the
amount of such Lender's Revolving Commitment; provided, that after giving
effect to such Revolving Loans, the Total Revolving Extensions of Credit
would not exceed the Total Revolving Commitments.  During the Revolving
Commitment Period the Borrowers may use the Revolving Commitments by
borrowing, repaying the Revolving Loans in whole or in part, and reborrowing,
all in accordance with the terms and conditions hereof.  The Revolving Loans
may from time to time be Eurodollar Loans or ABR Loans, as determined by the
relevant Borrower and notified to the Administrative Agent in accordance with
Sections 2.5 and 2.13.

     (b)  Subject to and upon the terms and conditions herein set
forth, each Revolving Lender severally agrees that the Borrowers may incur a
Competitive Bid Loan or Competitive Bid Loans pursuant to a Competitive Bid
Borrowing from time to time during the period from the Closing Date to the
Business Day immediately preceding the Revolving Termination Date; provided,
that after giving effect to such Competitive Bid Borrowing, the Total
Revolving Extensions of Credit would not exceed the Total Revolving
Commitments.  All Competitive Bid Loans shall be Revolving Loans.

     (c)  The Borrowers shall repay all outstanding Revolving Loans on
the Revolving Termination Date.

     2.5  Procedure for Revolving Loan Borrowing.   Each Borrower may
borrow under the Revolving Commitments during the Revolving Commitment Period
on any Business Day, provided that the relevant Borrower shall give the
Administrative Agent irrevocable notice (which notice must be received by the
Administrative Agent prior to 12:00 Noon, New York City time, (a) three
Business Days prior to the requested Borrowing Date, in the case of
Eurodollar Loans, or (b) one Business Day prior to the requested Borrowing
Date, in the case of ABR Loans), specifying (i) the amount and Type of
Revolving Loans to be borrowed, (ii) the requested Borrowing Date and (iii)
in the case of Eurodollar Loans, the respective amounts of each such Type of
Loan and the respective lengths of the initial Interest Period therefor.
Each borrowing under the Revolving Commitments shall be in an amount equal to
(x) in the case of ABR Loans, $5,000,000 or a whole multiple of $1,000,000 in
excess thereof (or, if the then aggregate Available Revolving Commitments are
less than $1,000,000, such lesser amount) and (y) in the case of Eurodollar
Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof;
provided, that the Swingline Lender may request, on behalf of the relevant
Borrower, borrowings under the Revolving Commitments that are ABR Loans in
other amounts pursuant to Section 2.7.  Upon receipt of any such notice from
either Borrower, the Administrative Agent shall promptly notify each
Revolving Lender thereof.  Each Revolving Lender will make the amount of its
pro rata share of each borrowing available to the Administrative Agent for
the account of the relevant Borrower at the Funding Office prior to 12:00
Noon, New York City time, on the Borrowing Date requested by such Borrower in
funds immediately available to the Administrative Agent.  Such borrowing will
then be made available to the relevant Borrower, promptly upon receipt of
such amounts by the Administrative Agent but in any event not later than 3:00
p.m. on the same Business Day, New York City time, by the Administrative
Agent crediting the account of such Borrower on the books of such office with
the aggregate of the amounts made available to the Administrative Agent by
the Revolving Lenders and in like funds as received by the Administrative
Agent.

     2.6  Swingline Commitment.   (a)  Subject to the terms and
conditions hereof, the Swingline Lender agrees to make a portion of the
credit otherwise available to the Borrowers under the Revolving Commitments
from time to time during the Revolving Commitment Period by making swing line
loans ("Swingline Loans") to the Borrowers; provided that (i) the aggregate
principal amount of Swingline Loans outstanding at any time shall not exceed
the Swingline Commitment then in effect (notwithstanding that the Swingline
Loans outstanding at any time, when aggregated with the Swingline Lender's
other outstanding Revolving Loans, may exceed the Swingline Commitment then
in effect) and (ii) neither Borrower shall request, and the Swingline Lender
shall not make, any Swingline Loan if, after giving effect to the making of
such Swingline Loan, the aggregate amount of the Available Revolving
Commitments would be less than zero.  During the Revolving Commitment Period,
the Borrowers may use the Swingline Commitment by borrowing, repaying and
reborrowing, all in accordance with the terms and conditions hereof.
Swingline Loans shall be ABR Loans only.

     (b)  The Borrowers shall repay all outstanding Swingline Loans on
the Revolving Termination Date.

     2.7  Procedure for Swingline Borrowing; Refunding of Swingline
Loans.   (a)  Whenever a Borrower desires that the Swingline Lender make
Swingline Loans it shall give the Swingline Lender irrevocable telephonic
notice confirmed promptly in writing (which telephonic notice must be
received by the Swingline Lender not later than 1:00 P.M., New York City
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 Revolving Commitment Period).  Each borrowing under the Swingline
Commitment shall be in an amount equal to $1,000,000 or a whole multiple of
$500,000 in excess thereof.  Not later than 12:00 Noon, New York City time,
or in the event that notice of a borrowing of Swingline Loans is given on the
proposed date of such borrowing, not later than 3:00 P.M., New York City
time, on the Borrowing Date specified in a notice in respect of Swingline
Loans, the Swingline Lender shall make available to the Administrative Agent
at the Funding Office an amount in immediately available funds equal to the
amount of the Swingline Loan to be made by the Swingline Lender.  The
Administrative Agent shall make the proceeds of such Swingline Loan available
to the relevant Borrower on such Borrowing Date by depositing such proceeds
in the account of such Borrower with the Administrative Agent on such
Borrowing Date in immediately available funds.

     (b)  The Swingline Lender, at any time and from time to time in
its sole and absolute discretion may, on behalf of the relevant Borrower
(which hereby irrevocably directs the Swingline Lender to act on its behalf),
on one Business Day's notice given by the Swingline Lender not later than
12:00 Noon, New York City time, request each Revolving Lender to make, and
each Revolving Lender hereby agrees to make, a Revolving Loan, in an amount
equal to such Revolving Lender's Revolving Percentage of the aggregate amount
of the Swingline Loans (the "Refunded Swingline Loans") outstanding on the
date of such notice, to repay the Swingline Lender.  Each Revolving Lender
shall make the amount of such Revolving Loan available to the Administrative
Agent at the Funding Office in immediately available funds, not later than
10:00 A.M., New York City time, one Business Day after the date of such
notice.  The proceeds of such Revolving Loans shall be immediately made
available by the Administrative Agent to the Swingline Lender for application
by the Swingline Lender to the repayment of the Refunded Swingline Loans.
Each Borrower irrevocably authorizes the Swingline Lender to charge such
Borrower's accounts with the Administrative Agent (up to the amount available
in each such account) in order to immediately pay the amount of such Refunded
Swingline Loans to the extent amounts received from the Revolving Lenders are
not sufficient to repay in full such Refunded Swingline Loans.

     (c)  If prior to the time a Revolving Loan would have otherwise
been made pursuant to Section 2.7(b), one of the events described in Section
8(f) shall have occurred and be continuing with respect to Holdings or either
Borrower or if for any other reason, as determined by the Swingline Lender in
its sole discretion, Revolving Loans may not be made as contemplated by
Section 2.7(b), each Revolving Lender shall, on the date such Revolving Loan
was to have been made pursuant to the notice referred to in Section 2.7(b)
(the "Refunding Date"), purchase for cash an undivided participating
interest in the then outstanding Swingline Loans by paying to the Swingline
Lender an amount (the "Swingline Participation Amount") equal to (i) such
Revolving Lender's Revolving Percentage times (ii) the sum of the aggregate
principal amount of Swingline Loans then outstanding that were to have been
repaid with such Revolving Loans.

     (d)  Whenever, at any time after the Swingline Lender has
received from any Revolving Lender such Lender's Swingline Participation
Amount, the Swingline Lender receives any payment on account of the Swingline
Loans, the Swingline Lender will distribute to such Lender its Swingline
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 Swingline Loans then due); provided, however, that in the
event that such payment received by the Swingline Lender is required to be
returned, such Revolving Lender will return to the Swingline Lender any
portion thereof previously distributed to it by the Swingline Lender.

     (e)  Each Revolving Lender's obligation to make the Loans
referred to in Section 2.7(b) and to purchase participating interests
pursuant to Section 2.7(c) shall be absolute and unconditional and shall not
be affected by any circumstance, including (i) any setoff, counterclaim,
recoupment, defense or other right that such Revolving Lender or either
Borrower may have against the Swingline Lender, either 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 Holdings or either Borrower; (iv) any breach of
this Agreement or any other Loan Document by Holdings or either Borrower, any
other Loan Party or any other Revolving Lender; or (v) any other
circumstance, happening or event whatsoever, whether or not similar to any of
the foregoing.

     2.8  Competitive Bid Procedures.      (a)  Whenever either
Borrower desires to solicit Competitive Bids, it shall give the
Administrative Agent at least one Business Day's prior written notice with
respect to each proposed Competitive Bid Borrowing of Fixed Rate Loans and at
least four Business Days prior written notice of each proposed Competitive
Bid Borrowing of Eurodollar Loans to be made hereunder; provided, that any
such notice shall be deemed to have been given on a certain day only if given
before 10:00 A.M. New York City time on such day. Each such notice (a
"Notice of Competitive Bid Borrowing") shall be in the form of Exhibit J
appropriately completed by the relevant Borrower to specify (i) the aggregate
principal amount of the proposed Competitive Bid Loans to be made pursuant to
such Competitive Bid Borrowing (which shall be in a minimum principal amount
of $10,000,000 and in integral multiples of $1,000,000 in excess thereof),
(ii) the date of such Competitive Bid Borrowing (which shall be a Business
Day) and (iii) whether the Competitive Bid Loans proposed to be made pursuant
to such Competitive Bid Borrowing are to be Fixed Rate Loans or Eurodollar
Loans and (iv) the Interest Period relating thereto. The maturity date for
repayment of each Competitive Bid Loan to be made as part of such Competitive
Bid Borrowing shall be the earlier of (x) the last day of the Interest Period
relating thereto and (y) the Revolving Termination Date. A Notice of
Competitive Bid Borrowing that does not conform substantially to the format
of Exhibit J may be rejected in the Administrative Agent's sole discretion,
and the Administrative Agent shall promptly notify the relevant Borrower of
such rejection. The Administrative Agent shall promptly notify each Revolving
Lender of each such request for a Competitive Bid Borrowing received by it
from either Borrower and not rejected by it by telecopying such Lender a
notice in the form of Exhibit K (a "Notice of Competitive Bid Request").

     (b)  Each Revolving Lender (or any branch, office or Affiliate of
such Lender on behalf of such Lender as such Lender may designate by written
notice to the Administrative Agent) may, in its sole discretion, make one or
more Competitive Bids to the relevant Borrower responsive to a Notice of
Competitive Bid Request. Each Competitive Bid by or on behalf of a Revolving
Lender must be received by the Administrative Agent via telecopier, in the
form of Exhibit L, (i) in the case of a proposed Competitive Bid Borrowing of
Eurodollar Loans, not later than 10:00 a.m., New York City time, three
Business Days before a proposed Competitive Bid Borrowing and (ii) in the
case of a proposed Competitive Bid Borrowing of Fixed Rate Loans, not later
than 10:00 a.m., New York City time, on the day of a proposed Competitive Bid
Borrowing. Multiple Competitive Bids will be accepted by the Administrative
Agent. Competitive Bids that do not conform substantially to the format of
Exhibit L may be rejected by the Administrative Agent after conferring with,
and upon the instruction of, the relevant Borrower, and the Administrative
Agent shall notify the Lender making such nonconforming Competitive Bid, or
the Lender on behalf of which such nonconforming Competitive Bid is made, of
such rejection as soon as practicable. Each Competitive Bid shall refer to
this Agreement and specify (x) the principal amount (which shall be in a
minimum principal amount of $5,000,000 and in an integral multiple of
$1,000,000 in excess thereof and which may equal the entire principal amount
of the Competitive Bid Borrowing requested by the relevant Borrower) of each
Competitive Bid Loan that the applicable Lender is willing to make to such
Borrower, (y) with respect to each requested Fixed Rate Loan, the Competitive
Bid Rate, or with respect to each requested Eurodollar Loan, the Spread, at
which such Revolving Lender is prepared to make such Competitive Bid Loan and
(z) the Interest Period (which shall be the Interest Period set forth in the
applicable Competitive Bid Request) and the last day thereof.  A Competitive
Bid submitted by or on behalf of a Lender pursuant to this Section 2.8 shall
be irrevocable.

     (c)  The Administrative Agent shall promptly notify the relevant
Borrower by telephone and telecopier of all the Competitive Bids made, the
Competitive Bid Rate and the principal amount of each Competitive Bid Loan in
respect of which a Competitive Bid was made and the identity of the Lender
that made each Competitive Bid. The Administrative Agent shall send a copy of
all Competitive Bids to the relevant Borrower for its records as soon as
practicable after completion of the bidding process set forth in this Section
2.8.

     (d)  The relevant Borrower may in its sole and absolute
discretion, subject only to the provisions of this Section 2.8, accept or
reject any Competitive Bid referred to in Section 2.8(b). The relevant
Borrower shall notify the Administrative Agent by telephone, confirmed by
telecopier in the form of a Competitive Bid Accept/Reject Letter, whether and
to what extent it has decided to accept or reject any of or all the
Competitive Bids referred to in Section 2.8(b), (x) in the case of a
Competitive Bid Borrowing of Eurodollar Loans, not later than 11:00 a.m., New
York City time, three Business Days before a proposed Competitive Bid
Borrowing, and (y) in the case of a Borrowing of Fixed Rate Loans, not later
than 11:00 a.m., New York City time, on the day of a proposed Competitive Bid
Borrowing; provided, however, that (i) the failure by such Borrower to give
such notice shall be deemed to be a rejection of all the Competitive Bids
referred to in Section 2.8(b), (ii) such Borrower shall not accept a
Competitive Bid made at a particular Competitive Bid Rate if such Borrower
has decided to reject a Competitive Bid made at a lower Competitive Bid Rate,
(iii) the aggregate amount of the Competitive Bids accepted by such Borrower
shall not exceed the principal amount specified in the Notice of Competitive
Bid Borrowing, (iv) if such Borrower shall accept a Competitive Bid or
Competitive Bids made at a particular Competitive Bid Rate but the amount of
such Competitive Bid or Competitive Bids shall cause the total amount of
Competitive Bids to be accepted by such Borrower to exceed the amount
specified in the Notice of Competitive Bid Borrowing, then such Borrower
shall accept a portion of such Competitive Bid or Competitive Bids in an
amount equal to the amount specified in the Competitive Bids accepted with
respect to such Notice of Competitive Bid Borrowing, which acceptance, in the
case of multiple Competitive Bids at the highest Competitive Bid Rate
accepted by such Borrower, shall be made pro rata in accordance with the
amount of each such Competitive Bid at such Competitive Bid Rate, and (v)
except pursuant to clause (iv) above, no Competitive Bid shall be accepted
for a Competitive Bid Loan unless such Competitive Bid Loan is in a minimum
principal amount of $5,000,000 or an integral multiple of $1,000,000 in
excess thereof; provided further, however, that if a Competitive Bid Loan
must be in an amount less than $5,000,000 because of the provisions of clause
(iv) above, such Competitive Bid Loan may be for a minimum of $1,000,000 or
any integral multiple thereof, and in calculating the pro rata allocation of
acceptances of portions of multiple Competitive Bids at a particular
Competitive Bid Rate pursuant to clause (iv) the amounts shall be rounded to
integral multiples of $1,000,000 in a manner which shall be in the discretion
of such Borrower. A notice given by any Borrower pursuant to this Section 2.8
shall be irrevocable.

     (e)  The Administrative Agent shall promptly notify each Lender
that submitted a Competitive Bid, or on behalf of which a Competitive Bid was
submitted, as the case may be, whether or not such Competitive Bid has been
accepted (and if so, in what amount and at what Competitive Bid Rate) by
telecopy sent by the Administrative Agent. Upon the relevant Borrower's
acceptance of any Competitive Bid, the Lender that made such Competitive Bid,
or the Lender on behalf of which such Competitive Bid was made, as the case
may be, will thereupon become bound, subject to the other applicable
conditions hereof, to make the Competitive Bid Loan in respect of which such
Competitive Bid has been accepted.

     (f)  If the Administrative Agent shall elect to submit a
Competitive Bid in its capacity as a Revolving Lender, it shall submit such
Competitive Bid directly to the relevant Borrower one quarter of an hour
earlier than the latest time at which the other Revolving Lenders are
required to submit their Competitive Bids to the Administrative Agent
pursuant to Section 2.8(b).

     (g)  All notices required by this Section 2.8 shall be given in
accordance with Section 10.2.

     2.9  Facility Fees, etc.  (a)  The Borrowers agree to pay to the
Administrative Agent for the account of each Revolving Lender a facility fee
for the period from and including the date hereof to the last day of the
Revolving Commitment Period, computed at the Facility Fee Rate on the average
daily amount, whether or not utilized, of the Revolving Commitment of such
Lender during the period for which payment is made, payable quarterly in
arrears on the last day of each March, June, September and December and on
the Revolving Termination Date, commencing on the first of such dates to
occur after the date hereof; provided that, if any Lender's Revolving Loans
or L/C Obligations are outstanding after such Lender's Revolving Commitment
terminates, then such facility fee shall continue to accrue and be payable on
the daily amount of the outstanding Revolving Loans or L/C Obligations, as
the case may be, of such Lender from and including the date on which such
Lender's Revolving Commitment terminates to but excluding the date on which
such Lender ceases to have any Revolving Loans or L/C Obligations, as the
case may be, outstanding.

     (b)  The Borrowers agree to pay to the Administrative Agent the
fees in the amounts and on the dates previously agreed to in writing by the
Borrowers and the Administrative Agent as set forth in the Fee Letter, dated
as of May 24, 2001, from the Administrative Agent to the Borrowers.

     2.10  Termination or Reduction of Revolving Commitments.  Either
Borrower shall have the right, upon not less than three Business Days' notice
to the Administrative Agent, to terminate the Revolving Commitments or, from
time to time, to reduce the amount of the Revolving Commitments; provided
that no such termination or reduction of Revolving Commitments shall be
permitted if, after giving effect thereto and to any prepayments of the
Revolving Loans and Swingline Loans made on the effective date thereof, the
Total Revolving Extensions of Credit would exceed the Total Revolving
Commitments.  Any such reduction shall be in an amount equal to $1,000,000,
or a whole multiple thereof, and shall reduce permanently the Revolving
Commitments then in effect.

     2.11  Optional Prepayments.  (a)  Either 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 not
later than 12:00 Noon, New York City time, three Business Days prior thereto
in the case of Eurodollar Loans and at least one Business Day prior thereto
in the case of ABR Loans, which notice shall specify the date and amount of
prepayment and whether the prepayment is of Eurodollar Loans or ABR Loans;
provided, that if a Eurodollar Loan is prepaid on any day other than the last
day of the Interest Period applicable thereto, the Borrowers shall also pay
any amounts owing pursuant to Section 2.21.  Upon receipt of any such notice
the Administrative Agent shall promptly notify each relevant 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 Revolving Loans that are ABR Loans) accrued interest to such date on the
amount prepaid.  The relevant Borrower may apply prepayments to the Revolving
Loans, the Tranche A Term Loans or the Tranche B Term Loans, and to the
remaining installments of the Tranche A Term Loans and the Tranche B Term
Loans, as such Borrower determines.  Partial prepayments of Term Loans and
Revolving Loans shall be in an aggregate principal amount of $1,000,000 or a
whole multiple thereof.  Partial prepayments of Swingline Loans shall be in
an aggregate principal amount of $500,000 or a whole multiple thereof.
Competitive Bid Loans may not be prepaid except with the consent of each
relevant Competitive Lender.

     (b)  Notwithstanding anything to the contrary in Section 2.11(a)
or 2.18, with respect to the amount of any optional prepayment described in
Section 2.11(a) that is allocated by the relevant Borrower to Tranche B Term
Loans (such amounts, the "Tranche B Optional Prepayment Amount"), at any
time when Tranche A Term Loans remain outstanding, the relevant Borrower
will, in lieu of applying such amount to the prepayment of Tranche B Term
Loans as provided in paragraph (a) above, on the date specified in Section
2.11(a) for such prepayment, give the Administrative Agent telephonic notice
(promptly confirmed in writing) requesting that the Administrative Agent
prepare and provide to each Tranche B Lender a notice (each, a "Prepayment
Option Notice") as described below.  As promptly as practicable after
receiving such notice from such Borrower, the Administrative Agent will send
to each Tranche B Lender a Prepayment Option Notice, which shall be in the
form of Exhibit M, and shall include an offer by such Borrower to prepay on
the date (each a "Prepayment Date") that is 10 Business Days after the date
of the Prepayment Option Notice, the relevant Term Loans of such Lender by an
amount equal to the portion of the Tranche B Optional Prepayment Amount
indicated in such Lender's Prepayment Option Notice as being applicable to
such Lender's Tranche B Term Loans.  On the Prepayment Date, (i) the relevant
Borrower shall pay to the relevant Tranche B Lenders the aggregate amount
necessary to prepay that portion of the outstanding relevant Term Loans in
respect of which such Lenders have accepted prepayment as described above and
(ii) the relevant Borrower shall be entitled to retain the remaining portion
of the Tranche B Prepayment Amount not accepted by the relevant Lenders.

     2.12  Mandatory Prepayments and Commitment Reductions.  (a)  If
any Capital Stock (other than in respect of stock options granted to
employees or directors and directors' qualifying shares) shall be issued by
any Group Member to a Person other than another Group Member, an amount equal
to 50% of the Net Cash Proceeds thereof shall be paid to the Administrative
Agent within three Business Days of such Group Member's receipt of proceeds
of such issuance for application by the Administrative Agent toward the
prepayment of the Term Loans and the reduction of the Revolving Commitments
as set forth in Section 2.12(d).

     (b)  If any Indebtedness shall be incurred by any Group Member
(excluding any Indebtedness incurred in accordance with Section 7.2), an
amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the
date of such incurrence toward the prepayment of the Term Loans and the
reduction of the Revolving Commitments as set forth in Section 2.12(d).

     (c)  If on any date any Group Member shall receive Net Cash
Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment
Notice shall be delivered to the Administrative Agent in respect thereof,
such Net Cash Proceeds shall be paid to the Administrative Agent within three
Business Days of such Group Member's receipt of proceeds of such Asset Sale
or Recovery Event for application by the Administrative Agent toward the
prepayment of the Term Loans and the reduction of the Revolving Commitments
as set forth in Section 2.12(d); provided, that, notwithstanding the
foregoing, on each Reinvestment Prepayment Date, an amount equal to the
Reinvestment Prepayment Amount with respect to the relevant Reinvestment
Event shall be paid to the Administrative Agent to be applied toward the
prepayment of the Term Loans and the reduction of the Revolving Commitments
as set forth in Section 2.12(d).

     (d)  Amounts to be applied in connection with prepayments and
Commitment reductions made pursuant to Section 2.12 shall be applied, first,
to the prepayment of the Term Loans and, second, to reduce permanently the
Revolving Commitments.  The amount of each prepayment by either Borrower on
account of principal of and interest on the Term Loans shall be made pro rata
according to the respective outstanding principal amounts of the Term Loans
then held by the Term Lenders.  The amount of each principal prepayment of
the Term Loans shall be applied to reduce the then remaining installments of
the Tranche A Term Loans and Tranche B Term Loans, as the case may be, pro
rata based upon the then remaining principal amount thereof.  Any such
reduction of the Revolving Commitments shall be accompanied by prepayment of
the Revolving Loans and/or Swingline Loans, to the extent, if any, that the
Total Revolving Extensions of Credit exceed the amount of the Total Revolving
Commitments as so reduced, provided that if the aggregate principal amount of
Revolving Loans and Swingline Loans then outstanding is less than the amount
of such excess (because L/C Obligations and outstanding Competitive Bid Loans
constitute a portion thereof), the Borrowers shall, to the extent of the
balance of such excess, replace outstanding Letters of Credit or Competitive
Bid Loans, as applicable, and/or deposit an amount in cash in a cash
collateral account established with the Administrative Agent for the benefit
of the Lenders on terms and conditions satisfactory to the Administrative
Agent.  The application of any prepayment pursuant to Section 2.12 shall be
made, first, to ABR Loans and, second, to Eurodollar Loans.  Each prepayment
of the Loans under Section 2.12 (except in the case of Revolving Loans that
are ABR Loans and Swingline Loans) shall be accompanied by accrued interest
to the date of such prepayment on the amount prepaid.

     (e)  Notwithstanding the foregoing provisions of this Section
2.12, if at any time any prepayment of the Loans pursuant to Section 2.12
would result, after giving effect to the procedures set forth in this
Agreement, in either Borrower incurring breakage costs under Section 2.21 as
a result of Eurodollar Loans being prepaid other than on the last day of an
Interest Period with respect thereto, then, the relevant Group Member may, so
long as no Default or Event of Default shall have occurred and be continuing,
in its sole discretion, initially deposit a portion (up to 100%) of the
amounts that otherwise would have been paid in respect of such Eurodollar
Loans with the Administrative Agent (which deposit must be equal in amount to
the amount of such Eurodollar Loans not immediately prepaid) to be held as
security for the obligations of the Group Members to make such prepayment
pursuant to a cash collateral agreement to be entered into on terms
reasonably satisfactory to the Administrative Agent, with such cash
collateral to be directly applied upon the first occurrence thereafter of the
last day of an Interest Period with respect to such Eurodollar Loans (or such
earlier date or dates as shall be requested by such Group Member); provided
that, such unpaid Eurodollar Loans shall continue to bear interest in
accordance with Section 2.15 until such unpaid Eurodollar Loans or the
related portion of such Eurodollar Loans, as the case may be, have or has
been prepaid.

     2.13  Conversion and Continuation Options.  (a)  The relevant
Borrower may elect from time to time to convert Eurodollar Loans to ABR Loans
by giving the Administrative Agent irrevocable notice of such election not
later than 12:00 Noon, New York City time, one Business Day prior to
conversion, provided that any such conversion of Eurodollar Loans may only be
made on the last day of an Interest Period with respect thereto.  The
relevant Borrower may elect from time to time to convert ABR Loans to
Eurodollar Loans by giving the Administrative Agent irrevocable notice of
such election (which notice shall specify the length of the initial Interest
Period therefor) not later than 10:00 A.M., New York City time, three
Business Day prior to conversion, provided that no ABR Loan under a
particular Facility may be converted into a Eurodollar Loan when any Event of
Default has occurred and is continuing and the Administrative Agent or the
Majority Facility Lenders in respect of such Facility have determined in its
or their sole discretion not to permit such conversions.  Upon receipt of any
such notice the Administrative Agent shall promptly notify each relevant
Lender thereof.

     (b)  Any Eurodollar Loan may be continued as such upon the
expiration of the then current Interest Period with respect thereto by the
relevant Borrower giving irrevocable notice to the Administrative Agent not
later than 10:00 A.M., New York City time, three Business Day prior to
continuation, in accordance with the applicable provisions of the term
"Interest Period" set forth in Section 1.1, of the length of the next
Interest Period to be applicable to such Loans, provided that no Eurodollar
Loan under a particular Facility may be continued as such when any Event of
Default has occurred and is continuing and the Administrative Agent has or
the Majority Facility Lenders in respect of such Facility have determined in
its or their sole discretion not to permit such continuations, and provided,
further, that if such Borrower shall fail to give any required notice as
described above in this paragraph or if such continuation is not permitted
pursuant to the preceding proviso such Loans shall be automatically converted
to ABR Loans on the last day of such then expiring Interest Period.  Upon
receipt of any such notice the Administrative Agent shall promptly notify
each relevant Lender thereof.

     2.14  Limitations on Eurodollar Tranches.  Notwithstanding
anything to the contrary in this Agreement, all borrowings, conversions and
continuations of Eurodollar Loans and all selections of Interest Periods
shall be in such amounts and be made pursuant to such elections so that, (a)
after giving effect thereto, the aggregate principal amount of the Eurodollar
Loans comprising each Eurodollar Tranche shall be equal to $5,000,000 or a
whole multiple of $1,000,000 in excess thereof and (b) no more than ten
Eurodollar Tranches shall be outstanding at any one time.

     2.15  Interest Rates and Payment Dates.  (a)  Each Eurodollar
Loan (other than a Competitive Bid Loan) shall bear interest for each day
during each Interest Period with respect thereto at a rate per annum equal to
the Eurodollar Rate determined for such day plus the Applicable Margin.  Each
Eurodollar Loan comprising any Competitive Bid Borrowing shall bear interest
for each day during each Interest Period with respect thereto at a rate per
annum equal to the Eurodollar Rate determined for such day plus the Spread
offered by the Lender making such Loan and accepted by the relevant Borrower
pursuant to Section 2.8(d).

     (b)  Each ABR Loan shall bear interest at a rate per annum equal
to the ABR plus the Applicable Margin.

     (c)  Each Fixed Rate Loan shall bear interest at a fixed
percentage rate per annum specified by the Revolving Lender making such Fixed
Rate Loan and accepted by the relevant Borrower pursuant to Section 2.8(d).

     (d) (i) If all or a portion of the principal amount of any Loan
or Reimbursement Obligation shall not be paid when due (whether at the stated
maturity, by acceleration or otherwise), such overdue amount shall bear
interest at a rate per annum equal to (x) in the case of the Loans, the rate
that would otherwise be applicable thereto pursuant to the foregoing
provisions of this Section plus 2% or (y) in the case of Reimbursement
Obligations, the rate applicable to ABR Loans under the Revolving Facility
plus 2%, and (ii) if all or a portion of any interest payable on any Loan or
Reimbursement Obligation or any facility fee or other amount payable
hereunder shall not be paid when due (whether at the stated maturity, by
acceleration or otherwise), such overdue amount shall bear interest at a rate
per annum equal to the rate then applicable to ABR Loans under the relevant
Facility plus 2% (or, in the case of any such other amounts that do not
relate to a particular Facility, the rate then applicable to ABR Loans under
the Revolving Facility plus 2%), in each case, with respect to clauses (i)
and (ii) above, from the date of such non-payment until such amount is paid
in full (as well after as before judgment).

     (e)  Interest shall be payable in arrears on each Interest
Payment Date, provided that interest accruing pursuant to paragraph (d) of
this Section shall be payable from time to time on demand.

     2.16  Computation of Interest and Fees.  (a)  Interest and fees
payable pursuant hereto shall be calculated on the basis of a 360-day year
for the actual days elapsed, except that, with respect to ABR Loans the rate
of interest on which is calculated on the basis of the Prime Rate, the
interest thereon shall be calculated on the basis of a 365- (or 366-, as the
case may be) day year for the actual days elapsed.  The Administrative Agent
shall as soon as practicable notify the relevant Borrower and the relevant
Lenders of each determination of a Eurodollar Rate.  Any change in the
interest rate on a Loan resulting from a change in the ABR or the
Eurocurrency Reserve Requirements shall become effective as of the opening of
business on the day on which such change becomes effective.  The
Administrative Agent shall as soon as practicable notify the relevant
Borrower and the relevant Lenders of the effective date and the amount of
each such change in interest rate.

     (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 relevant Borrower and the Lenders in the absence of manifest
error.  The Administrative Agent shall, at the request of either Borrower,
deliver to such Borrower a statement showing the quotations used by the
Administrative Agent in determining any interest rate pursuant to Section
2.16(a).

     2.17  Inability to Determine Interest Rate.  If prior to the
first day of any Interest Period:

     (a) the Administrative Agent shall have determined (which
determination shall be conclusive and binding upon the relevant
Borrower) that, by reason of circumstances affecting the relevant
market, adequate and reasonable means do not exist for ascertaining the
Eurodollar Rate for such Interest Period, or

     (b)  the Administrative Agent shall have received notice from
the Majority Facility Lenders in respect of the relevant Facility that
the Eurodollar Rate determined or to be determined for such Interest
Period will not adequately and fairly reflect the cost to such Lenders
(as conclusively certified by such Lenders) of making or maintaining
their affected Loans during such Interest Period,

the Administrative Agent shall give telecopy or telephonic notice thereof to
the relevant Borrower and the relevant Lenders as soon as practicable
thereafter.  If such notice is given (x) any Eurodollar Loans under the
relevant Facility requested to be made on the first day of such Interest
Period shall be made as ABR Loans, (y) any Loans under the relevant Facility
that were to have been converted on the first day of such Interest Period to
Eurodollar Loans shall be continued as ABR Loans and (z) any outstanding
Eurodollar Loans under the relevant Facility shall be converted, on the last
day of the then-current Interest Period, to ABR Loans.  Until such notice has
been withdrawn by the Administrative Agent, no further Eurodollar Loans under
the relevant Facility shall be made or continued as such, nor shall either
Borrower have the right to convert Loans under the relevant Facility to
Eurodollar Loans.

     2.18  Pro Rata Treatment and Payments.  (a)  Each borrowing by
either Borrower (other than any Competitive Bid Borrowing) from the Lenders
hereunder, each payment by either Borrower on account of any facility fee and
any reduction of the Commitments of the Lenders shall be made pro rata with
respect to the Lenders according to the respective Tranche A Term
Percentages, Tranche B Term Percentages or Revolving Percentages, as the case
may be, of the relevant Lenders.

     (b)  Each payment (including each prepayment) by either Borrower
on account of principal of and interest on the Term Loans shall be made pro
rata according to the respective outstanding principal amounts of the Term
Loans then held by the Term Lenders.  Amounts prepaid on account on the Term
Loans may not be reborrowed.

     (c)  Each payment (including each prepayment) by either Borrower
on account of principal of and interest on the Revolving Loans (other than
any Competitive Bid Loan) shall be made pro rata according to the respective
outstanding principal amounts of the Revolving Loans then held by the
Revolving Lenders.  All payments of principal of any Competitive Bid
Borrowing shall be allocated pro rata among the Revolving Lenders
participating in such Borrowing in accordance with the respective principal
amounts of their outstanding Competitive Bid Loans comprising such Borrowing.
All payments of interest on any Competitive Bid Borrowing shall be allocated
pro rata among the Revolving Lenders participating in such Borrowing in
accordance with the respective amounts of accrued and unpaid interest on
their outstanding Competitive Bid Loans comprising such Borrowing.

     (d)  All payments (including prepayments) to be made by either
Borrower hereunder, whether on account of principal, interest, fees or
otherwise, shall be made without deduction, setoff or counterclaim and shall
be made prior to 12:00 Noon, New York City time, on the due date thereof to
the Administrative Agent, for the account of the Lenders, at the Funding
Office, in Dollars and in immediately available funds.  The Administrative
Agent shall distribute such payments to the Lenders promptly upon receipt in
like funds as received.  If any payment hereunder (other than payments on the
Eurodollar Loans) becomes due and payable on a day other than a Business Day,
such payment shall be extended to the next succeeding Business Day.  If any
payment on a Eurodollar Loan becomes due and payable on a day other than a
Business Day, the maturity thereof shall be extended to the next succeeding
Business Day unless the result of such extension would be to extend such
payment into another calendar month, in which event such payment shall be
made on the immediately preceding Business Day.  In the case of any extension
of any payment of principal pursuant to the preceding two sentences, interest
thereon shall be payable at the then applicable rate during such extension.

     (e)  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 relevant 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 paragraph 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 after such
Borrowing Date, the Administrative Agent shall also be entitled to recover
such amount with interest thereon at the rate per annum applicable to ABR
Loans under the relevant Facility, on demand, from the Borrowers.

     (f)  Unless the Administrative Agent shall have been notified in
writing by the relevant Borrower prior to the date of any payment due to be
made by such Borrower hereunder that such Borrower will not make such payment
to the Administrative Agent, the Administrative Agent may assume that such
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 such Borrower within three
Business Days after such due 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 either Borrower.

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

     (i)  shall subject any Lender to any tax of any kind
whatsoever with respect to this Agreement, any Letter of Credit, any
Application or any Eurodollar Loan made by it, or change the basis of
taxation of payments to such Lender in respect thereof (except for Non-
Excluded Taxes covered by Section 2.20 and changes in the rate of tax
on the overall net income of such Lender);

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

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

and the result of any of the foregoing is to increase the cost to such
Lender, by an amount that such Lender reasonably deems to be material, of
making, converting into, continuing or maintaining Eurodollar Loans or
issuing or participating in Letters of Credit, or to reduce any amount
receivable hereunder in respect thereof, then, in any such case, the
Borrowers 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 paragraph, it shall promptly notify the
Borrowers in writing (with a copy to the Administrative Agent) of the event
by reason of which it has become so entitled, the additional amount claimed
and reasonable supportive evidence for the calculation thereof.
Notwithstanding the foregoing, no Revolving Lender shall be entitled to
compensation under this Section 2.19 with respect to any Competitive Bid Loan
if it knew or should have known of the change giving rise to such request and
of the impact of such change on the cost of making such Competitive Bid Loans
at the time of submission of the Competitive Bid pursuant to which such
Competitive Bid Loan shall have been made.

     (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 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
Borrowers (with a copy to the Administrative Agent) of a written request
therefor, the Borrowers shall pay to such Lender such additional amount or
amounts as will compensate such Lender or such corporation for such
reduction; provided that no Borrower shall be required to compensate a Lender
pursuant to this paragraph for any amounts incurred more than six months
prior to the date that such Lender notifies the Borrowers of such Lender's
intention to claim compensation therefor; and provided further that, if the
circumstances giving rise to such claim have a retroactive effect, then such
six-month period shall be extended to include the period of such retroactive
effect.

     (c)  A certificate as to any additional amounts payable pursuant
to this Section and the basis for the calculation thereof submitted by any
Lender to the Borrowers (with a copy to the Administrative Agent) shall be
conclusive in the absence of manifest error.  The obligations of the
Borrowers pursuant to this Section shall survive the termination of this
Agreement and the payment of the Loans and all other amounts payable
hereunder.

     2.20  Taxes.   (a)  All payments made by each 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 the
Administrative Agent or any Lender as a result of a present or former
connection between the Administrative 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 the Administrative 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 the Administrative Agent or any Lender
hereunder, the amounts so payable to the Administrative Agent or such Lender
shall be increased to the extent necessary to yield to the Administrative
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 no
Borrower shall 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 Section or (ii) that are United States withholding taxes imposed on
amounts payable to such Lender at the time such 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 such
Borrower with respect to such Non-Excluded Taxes pursuant to this paragraph.

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

     (c)  Whenever any Non-Excluded Taxes or Other Taxes are payable
by either Borrower, as promptly as possible thereafter such Borrower shall
send to the Administrative Agent for its own account or for the account of
the relevant Lender, as the case may be, a certified copy of an original
official receipt received by such Borrower showing payment thereof.  If the
relevant Borrower fails to pay any Non-Excluded Taxes or Other Taxes when due
to the appropriate taxing authority or fails to remit to the Administrative
Agent the required receipts or other required documentary evidence, such
Borrower shall indemnify the Administrative Agent and the Lenders for any
incremental taxes, interest or penalties that may become payable by the
Administrative Agent or any Lender as a result of any such failure.

     (d)  Each Lender (or Transferee) that is not a "U.S. Person" as
defined in Section 7701(a)(30) of the Code (a "Non-U.S. Lender") shall
deliver to the Borrowers 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 G and a Form W-8BEN, 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 Borrowers 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 Borrowers at any time it determines that it is no longer in a
position to provide any previously delivered certificate to the Borrowers (or
any other form of certification adopted by the U.S. taxing authorities for
such purpose).  Notwithstanding any other provision of this paragraph, a
Non-U.S. Lender shall not be required to deliver any form pursuant to this
paragraph that such Non-U.S. Lender is not legally able to deliver.

     (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
Borrowers is located, or any treaty to which such jurisdiction is a party,
with respect to payments under this Agreement shall deliver to the Borrowers
(with a copy to the Administrative Agent), at the time or times prescribed by
applicable law or reasonably requested by the Borrowers, 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 judgment such completion,
execution or submission would not materially prejudice the legal position of
such Lender.

     (f)  The agreements in this Section shall survive the termination
of this Agreement and the payment of the Loans and all other amounts payable
hereunder.

     2.21  Indemnity.  The Borrowers agree to indemnify each Lender
for, and to hold each Lender harmless from, any loss or expense that such
Lender may sustain or incur as a consequence of (a) default by either
Borrower in making a borrowing of Fixed Rate Loans or Eurodollar Loans,
conversion into or continuation of Eurodollar Loans after such Borrower has
given a notice requesting the same in accordance with the provisions of this
Agreement, (b) default by either Borrower in making any prepayment of Fixed
Rate Loans or Eurodollar Loans or conversion from Eurodollar Loans after such
Borrower has given a notice thereof in accordance with the provisions of this
Agreement or (c) the making of a prepayment of Eurodollar Loans or Fixed Rate
Loans on a day that is not the last day of an Interest Period with respect
thereto.  Such indemnification may include an amount equal to the excess, if
any, of (i) the amount of interest that would have accrued on the amount so
prepaid, or not so borrowed, converted or continued, for the period from the
date of such prepayment or of such failure to borrow, convert or continue to
the last day of such Interest Period (or, in the case of a failure to borrow,
convert or continue, the Interest Period that would have commenced on the
date of such failure) in each case at the applicable rate of interest for
such Loans provided for herein (excluding, however, the Applicable Margin
included therein, if any) over (ii) the amount of interest (as reasonably
determined by such Lender) that would have accrued to such Lender on such
amount by placing such amount on deposit for a comparable period with leading
banks in the interbank eurodollar market.  A certificate as to any amounts
payable pursuant to this Section together with the calculation thereof
submitted to the Borrowers by any Lender 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.

     2.22  Change of Lending Office.  Each Lender agrees that, upon
the occurrence of any event giving rise to the operation of Section 2.19 or
2.20(a) with respect to such Lender, it will, if requested by either
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 shall affect or postpone any of the obligations of
either Borrower or the rights of any Lender pursuant to Section 2.19 or
2.20(a).

     2.23  Replacement of Lenders.  The Borrowers shall be permitted
to replace any Lender that (a) requests reimbursement for amounts owing
pursuant to Section 2.19 or 2.20(a) or (b) defaults in its obligation to make
Loans hereunder, with a replacement financial institution; provided that (i)
such replacement does not conflict with any Requirement of Law, (ii) no Event
of Default shall have occurred and be continuing at the time of such
replacement, (iii) prior to any such replacement, such Lender shall have
taken no action under Section 2.22 so as to eliminate the continued need for
payment of amounts owing pursuant to Section 2.19 or 2.20(a), (iv) the
replacement financial institution shall purchase, at par, all Loans and other
amounts owing to such replaced Lender on or prior to the date of replacement,
(v) the Borrowers shall be liable to such replaced Lender under Section 2.21
if any Eurodollar Loan owing to such replaced Lender shall be purchased other
than on the last day of the Interest Period relating thereto, (vi) the
replacement financial institution, if not already a Lender, shall be
reasonably satisfactory to the Administrative Agent, (vii) the replaced
Lender shall be obligated to make such replacement in accordance with the
provisions of Section 10.6 (provided that the Borrowers shall be obligated to
pay the registration and processing fee referred to therein), (viii) until
such time as such replacement shall be consummated, the Borrowers shall pay
all additional amounts (if any) required pursuant to Section 2.19 or 2.20(a),
as the case may be, and (ix) any such replacement shall not be deemed to be a
waiver of any rights that either Borrower, the Administrative Agent or any
other Lender shall have against the replaced Lender.

                        SECTION 3. LETTERS OF CREDIT

     3.1  L/C Commitment.   (a)  Subject to the terms and conditions
hereof, each Issuing Lender, in reliance on the agreements of the other
Revolving Lenders set forth in Section 3.4(a), agrees to issue letters of
credit ("Letters of Credit") for the account of either Borrower on any
Business Day during the Revolving Commitment Period in such form as may be
approved from time to time by the relevant Issuing Lender; provided that such
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 Revolving
Commitments would be less than zero.  Each Letter of Credit shall (i) be
denominated in Dollars, (ii) have a face amount of at least $50,000 (unless
otherwise agreed by the relevant Issuing Lender) and (iii) expire not later
than the earlier of (x) the first anniversary of its date of issuance and (y)
the date that is five Business Days prior to the Revolving Termination Date,
provided that any Letter of Credit with a one-year term may provide for the
renewal thereof for additional one-year periods (which shall in no event
extend beyond the date referred to in clause (y) above).

     (b)  No Issuing Lender shall at any time be obligated to issue
any Letter of Credit if such issuance would conflict with, or cause such
Issuing Lender or any L/C Participant to exceed any limits imposed by, any
applicable Requirement of Law.

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

     3.3  Fees and Other Charges.   (a)  Each Borrower will pay a fee
on all its outstanding Letters of Credit at a per annum rate equal to the
Applicable Margin then in effect with respect to Eurodollar Loans under the
Revolving Facility, shared ratably among the Revolving Lenders and payable
quarterly in arrears on each L/C Fee Payment Date after the issuance date.
In addition, each Borrower shall pay to the relevant Issuing Lender(s) for
its own account a fronting fee per annum at the rate set forth in the
applicable Issuing Lender Agreement on the undrawn and unexpired amount of
each of its Letters of Credit, payable quarterly in arrears on each L/C Fee
Payment Date after its issuance date, and any other fees agreed to between
the relevant Borrower and an Issuing Lender and set forth in its Issuing
Lender Agreement.

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

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

     (b)  If any amount required to be paid by any L/C Participant to
any Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed
portion of any payment made by such Issuing Lender under any Letter of Credit
is paid to such Issuing Lender within three Business Days after the date such
payment is due, such L/C Participant shall pay to such 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 such 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
relevant Issuing Lender by such L/C Participant within three Business Days
after the date such payment is due, such 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 ABR
Loans under the Revolving Facility.  A certificate of any Issuing Lender
submitted to any L/C Participant with respect to any amounts owing to it
under this Section shall be conclusive in the absence of manifest error.

     (c)  Whenever, at any time after any 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), such
Issuing Lender receives any payment related to such Letter of Credit (whether
directly from the Borrowers or otherwise, including proceeds of collateral
applied thereto by such Issuing Lender), or any payment of interest on
account thereof, such 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 such Issuing Lender shall be required to be returned
by such Issuing Lender, such L/C Participant shall return to such Issuing
Lender the portion thereof previously distributed by such Issuing Lender to
it.

     3.5  Reimbursement Obligation of the Borrowers.  The Borrowers
agree to reimburse each Issuing Lender on the Business Day next succeeding
the Business Day on which such Issuing Lender notifies the relevant 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 referred to herein in Dollars
and in immediately available funds.  Interest shall be payable on any such
amounts from the date on which the relevant draft is paid until payment in
full at the rate set forth in (i) until the Business Day next succeeding the
date of the relevant notice, Section 2.15(b) and (ii) thereafter, Section
2.15(d).

     3.6  Obligations Absolute.  Each 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 that such Borrower may have or have had against any Issuing Lender,
any beneficiary of a Letter of Credit or any other Person.  Each Borrower
also agrees with each Issuing Lender that no Issuing Lender shall be
responsible for, and such 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 either 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 either Borrower against any beneficiary of such Letter of
Credit or any such transferee.  No Issuing Lender shall 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 found by a final and nonappealable
decision of a court of competent jurisdiction to have resulted from the gross
negligence or willful misconduct of such Issuing Lender.  Each Borrower
agrees that any action taken or omitted by any 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 of care specified in the Uniform Commercial
Code of the State of New York, shall be binding on such Borrower and shall
not result in any liability of such Issuing Lender to such Borrower.

     3.7  Letter of Credit Payments.  If any draft shall be presented
for payment under any Letter of Credit, the relevant Issuing Lender shall
promptly notify the relevant Borrower of the date and amount thereof.  The
responsibility of the relevant Issuing Lender to the relevant 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.

     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, the provisions of this Section 3 shall apply.

     3.9  Transitional Provisions.  On the Closing Date, (i) the
Borrower shall provide Schedule 3.9, which schedule shall list those certain
letters of credit outstanding as of the Closing Date (the "Existing Facility
Letters of Credit"), (ii) such Existing Facility Letters of Credit shall be
deemed to be Letters of Credit issued pursuant to and in compliance with this
Section 3, (iii) the face amount of such Existing Facility Letters of Credit
shall be included in the calculation of the available L/C Commitment and the
Revolving Extensions of Credit, (iv) the provisions of this Section 3 shall
apply thereto, and the Borrowers and the Revolving Lenders hereunder hereby
expressly assume all obligations with respect to such Letters of Credit and
(v) all liabilities of the Borrowers with respect to such Existing Facility
Letters of Credit shall constitute Obligations.

     3.10  Certain Reporting Requirements.  Each Issuing Lender will
report in writing to the Administrative Agent (i) on the first Business Day
of each week, the aggregate stated amount of Letters of Credit issued by it
and outstanding as of the last Business Day of the preceding week and (ii) on
or prior to each Business Day on which an Issuing Lender expects to issue or
amend any Letter of Credit, the date of such issuance or amendment and the
aggregate stated amount of Letters of Credit to be issued by it and
outstanding after giving effect to such issuance or amendment (and such
Issuing Lender shall advise the Administrative Agent on such Business Day
whether such issuance or amendment occurred and whether the amount thereof
changed).

                  SECTION 4. REPRESENTATIONS AND WARRANTIES

     To induce the Administrative Agent and the Lenders to enter into
this Agreement and to make the Loans and issue or participate in the Letters
of Credit, Holdings and the Borrowers hereby jointly and severally represent
and warrant to the Administrative Agent and each Lender that:

     4.1  Financial Condition.  The audited consolidated balance
sheets of Holdings and its Subsidiaries as at June 3, 2000, and the related
consolidated statements of income and of cash flows for the fiscal year ended
on such date, reported on by and accompanied by an unqualified report from
Deloitte & Touche, present fairly in all material respects the consolidated
financial condition of Holdings and its consolidated Subsidiaries as at such
date, and the consolidated results of its operations and its consolidated
cash flows for the fiscal year then ended.  The unaudited consolidated
balance sheet of Holdings as at August 26, 2000, November 18, 2000 and March
10, 2001, and the related unaudited consolidated statements of income and
cash flows for the three-month periods ended on such dates, present fairly in
all material respects the consolidated financial condition of Holdings and
its consolidated Subsidiaries as at such date, and the consolidated results
of its operations and its consolidated cash flows for the periods then ended
(subject to normal year-end audit adjustments).  All such financial
statements, including the related schedules and notes thereto, 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).  Such financial statements and the notes thereto disclose
all material liabilities, direct or contingent, of the Group Members that are
required to be so disclosed under GAAP.  During the period from June 3, 2000
to and including the date hereof there has been no Disposition by any Group
Member of any material part of its business or property.

     4.2  No Change.  There has been no material adverse change in
the business, assets, operations or financial condition of Holdings and the
Subsidiaries, taken as a whole, since June 3, 2000.

     4.3  Existence; Compliance with Law.  Each Group Member (a) is
duly organized, validly existing and in good standing under the laws of the
jurisdiction of its organization, (b) has all requisite corporate power and
authority, and the legal right, 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 where its ownership, lease or
operation of property or the conduct of its business requires such
qualification, except where the failure so to qualify would not have a
Material Adverse Effect and (d) is in compliance with all Requirements of Law
except to the extent that the failure to comply therewith would not, in the
aggregate, reasonably be expected to have a Material Adverse Effect.

     4.4  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 and, in the
case of each Borrower, to obtain extensions of credit hereunder.  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 each Borrower, to authorize the obtaining of extensions of credit
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 extensions
of credit hereunder or with the execution, delivery, performance, validity or
enforceability of this Agreement or any of the Loan Documents, except (i)
consents, authorizations, filings and notices described in Schedule 4.4,
which consents, authorizations, filings and notices have been obtained or
made and are in full force and effect and (ii) the deliveries and filings
referred to in Section 4.17 and in each of the Security Documents with
respect to creating and perfecting security interests in the Collateral.
Each Loan Document has been duly executed and delivered on behalf of each
Loan Party party thereto.  This Agreement constitutes, and each other Loan
Document upon execution will constitute, a legal, valid and binding
obligation of each Loan Party party thereto, enforceable against each such
Loan Party in accordance with its terms, except as enforceability may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium 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).

     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 or any Contractual Obligation of any Group
Member and will not result in, or require, the creation or imposition of any
Lien on any of their respective properties or revenues pursuant to any
Requirement of Law or any such Contractual Obligation (other than the Liens
created by the Security Documents).

     4.6  Litigation.  No litigation, investigation or proceeding of
or before any arbitrator or Governmental Authority is pending or, to the
knowledge of any Responsible Officer of Holdings or either Borrower,
threatened by or against any Group Member 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) as to which there
is a likelihood of an adverse determination and which, if adversely
determined, would be likely, individually or in the aggregate, to result in a
Material Adverse Effect.

     4.7  No Default.  No Group Member is in default under or with
respect to any of its Contractual Obligations in any respect that would
reasonably be expected to have a Material Adverse Effect.  No Default or
Event of Default has occurred and is continuing.

     4.8  Ownership of Property; Liens.  Each Group Member has title
in fee simple to, or a valid leasehold interest in, all its material real
property, and good title to, or a valid leasehold interest in or valid rights
to use, all its other material property (including all material Intellectual
Property) (except for minor defects in title that do not interfere with its
ability to conduct its business as currently conducted or to utilize such
properties and assets for their intended purposes), and none of such property
is subject to any Lien except as permitted by Section 7.3.  Each Loan Party
has complied with all material obligations under all material leases to which
it is a party and all such leases are in full force and effect. Each Loan
Party enjoys peaceful and undisturbed possession under all such material
leases.

     4.9  Intellectual Property.  Each Group Member owns, or is
licensed to use, all Intellectual Property necessary for the conduct of its
business as currently conducted.  No material claim has been threatened or
has been asserted and is pending by any Person challenging or questioning the
use of any material Intellectual Property or the validity or effectiveness of
any material Intellectual Property, nor does Holdings or either Borrower know
of any valid basis for any such claim.  The use of material Intellectual
Property by each Group Member does not infringe on the rights of any Person
in any material respect.

     4.10  Taxes.  Each Group Member has filed or caused to be filed
all Federal, state and other material tax returns that 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 any the amount or 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 relevant Group Member); no tax Lien has been filed, and, to the
knowledge of Holdings and the Borrowers, no claim is being asserted, with
respect to any such tax, fee or other charge.

     4.11  Federal Regulations.  No part of the proceeds of any Loans,
and no other extensions of credit hereunder, will be used for any purpose
which entails a violation of the provisions of the Regulations of the Board,
including Regulations U and X.  If requested by any Lender or the
Administrative Agent, each Borrower will furnish to the Administrative Agent
and each Lender a statement to the foregoing effect in conformity with the
requirements of FR Form G-3 or FR Form U-1, as applicable, referred to in
Regulation U.

     4.12  ERISA.  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 a material amount.  Neither
Holdings nor any Commonly Controlled Entity has had a complete or partial
withdrawal from any Multiemployer Plan that has resulted or could reasonably
be expected to result in a material liability under ERISA, and neither
Holdings nor any Commonly Controlled Entity would become subject to any
material liability under ERISA if Holdings 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.

     4.13  Investment Company Act; Other Regulations.  No Loan Party
is (a) an "investment company", or a company "controlled" by an
"investment company", within the meaning of the Investment Company Act of
1940, as amended, or (b) a "holding company" as defined in, or subject to
regulation under, the Public Utility Holding Company Act of 1935.  No Loan
Party is subject to regulation under any Requirement of Law (other than
Regulation X of the Board) that limits its ability to incur Indebtedness.

     4.14  Subsidiaries.  As of the Closing Date, (a) Schedule 4.14(a)
sets forth the name and jurisdiction of incorporation of each Subsidiary and,
as to each such Subsidiary, the percentage of each class of Capital Stock
owned by any Loan Party and (b) except as set forth in Schedule 4.14(b),
there are no outstanding subscriptions, options, warrants, calls, rights or
other agreements or commitments (other than stock options granted to
employees or directors and directors' qualifying shares) of any nature
relating to any Capital Stock of either Borrower or any Subsidiary, except as
created by the Loan Documents.

     4.15  Environmental Matters.  Other than exceptions to any of the
following that, individually or in the aggregate, would not reasonably
be expected to result in a Material Adverse Effect:

     (a)  each Group Member: (i) is, and within the period of
all applicable statutes of limitation has been, in compliance with all
applicable Environmental Laws; (ii) holds all Environmental Permits
(each of which is in full force and effect) required for any of its
operations or for any property owned, leased, or otherwise operated by
it; (iii) is, and within all applicable statutes of limitation has
been, in compliance with all of its Environmental Permits; and (iv)
reasonably believes that:  each of its Environmental Permits will be
timely renewed and complied with, without material expense; any
additional Environmental Permits that may be required of it will be
timely obtained and complied with, without material expense; and
compliance with any Environmental Law that is or is expected to become
applicable to it will be timely attained and maintained, without
material expense;

     (b)  Materials of Environmental Concern are not and have
not been present at, on, under, in, or about any real property now or
formerly owned, leased or operated by any Group Member, or (to the
knowledge of any Loan Party with respect to any third party actions) at
any other location (including without limitation any location to which
Materials of Environmental Concern have been sent for re-use or
recycling or for treatment, storage, or disposal) under conditions
which would reasonably be expected to:  (i) give rise to liability of
or otherwise result in costs to any Group Member under any applicable
Environmental Law; (ii) interfere with any Group Member's operations;
or (iii) impair the fair saleable value of any real property owned or
leased by any Group Member;

     (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 a Group Member is,
or to the knowledge of any Loan Party will be, named as a party that is
pending or, to the knowledge of any Loan Party, threatened;

     (d)  no Group Member has received any 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)  no Group Member has entered into or agreed to any
consent decree, order, or settlement or other agreement, nor is subject
to any judgment, decree, order or other agreement in any judicial,
administrative, or arbitral forum, relating to compliance with or
liability under any applicable Environmental Law or with respect to any
Materials of Environmental Concern; and

     (f)  no Group Member has assumed or retained, by contract
or operation of law, any liabilities, fixed or contingent, under any
applicable Environmental Law or with respect to any Materials of
Environmental Concern.

     4.16  Accuracy of Information, etc.  No statement or information
contained in this Agreement, any other Loan Document, the Confidential
Information Memorandum or any other report, exhibit, schedule, certificate or
financial statement furnished by or on behalf of any Loan Party to the
Administrative Agent or the Lenders, or any of them, for use in connection
with the transactions contemplated by this Agreement or the other Loan
Documents, contained as of the date such report, exhibit, schedule,
certificate or financial statement was so furnished (or, in the case of the
Confidential Information Memorandum, as of the date of this Agreement), any
untrue statement of a material fact or, to the knowledge of Holdings and the
Borrowers, omitted to state a material fact necessary to make the statements
contained herein or therein not materially 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
Holdings 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 would reasonably be expected to have a Material Adverse Effect
that has not been expressly disclosed herein, in the other Loan Documents, in
the Confidential Information Memorandum 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.

     4.17  Security Documents.   (a)  The Guarantee and Collateral
Agreement is effective to create in favor of the Administrative Agent, for
the benefit of the Lenders, a legal, valid and enforceable security interest
in the Collateral described therein and proceeds thereof.  In the case of the
Pledged Stock described in the Guarantee and Collateral Agreement, when stock
certificates representing such Pledged Stock are delivered to and maintained
by the Administrative Agent, and in the case of the other Collateral
described in the Guarantee and Collateral Agreement, when financing
statements and other filings specified on Schedule 4.17(a) in appropriate
form are filed in the offices specified on Schedule 4.17(a), the Guarantee
and Collateral Agreement shall constitute a fully perfected Lien on, and
security interest in, all right, title and interest of the Loan Parties in
the Pledged Stock and such Collateral covered by and perfected by filing
pursuant to Article 9 of the Uniform Commercial Code and the proceeds
thereof, as security for the Obligations (as defined in the Guarantee and
Collateral Agreement), in each case prior and superior in right to any other
Person (except, in the case of Collateral other than Pledged Stock, Liens
permitted by Section 7.3).

     (b)  Each of the Mortgages, upon execution, will be effective to
create in favor of the Administrative Agent, for the benefit of the Lenders,
a legal, valid and enforceable Lien on the Mortgaged Properties described
therein and proceeds thereof, and when the Mortgages are filed in the offices
specified on Schedule 4.17(b), each such Mortgage shall constitute a fully
perfected Lien on, and security interest in, all right, title and interest of
the Loan Parties in the Mortgaged Properties and the proceeds thereof, as
security for the Obligations (as defined in the relevant Mortgage), in each
case prior and superior in right to any other Person, except for Liens
permitted by Section 7.3.  Schedule 1.1B lists the Mortgaged Properties.

     4.18  Regulation H.  No Mortgage encumbers or will encumber
improved real property that 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 and has not been obtained.

                     SECTION 5. CONDITIONS PRECEDENT

     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) Credit Agreement; Guarantee and Collateral Agreement.  The
Administrative Agent shall have received (i) this Agreement, executed
and delivered by the Administrative Agent, Holdings, each Borrower and
each Person listed on Schedule 1.1A, (ii) the Guarantee and Collateral
Agreement, executed and delivered by Holdings, each Borrower and each
Subsidiary Guarantor and (iii) an Acknowledgement and Consent in the
form attached to the Guarantee and Collateral Agreement, executed and
delivered by each Issuer (as defined therein), if any, that is not a
Loan Party.

     (b) Termination of Existing Credit Facilities.  The Administrative
Agent shall have received satisfactory evidence that the Existing
Credit Facilities shall have been terminated and all amounts thereunder
shall have been paid in full.

     (c)  Approvals.  All governmental and third party approvals
necessary to enter into and consummate the transactions contemplated
hereby shall have been obtained and be in full force and effect, and
all applicable waiting periods shall have expired without any action
being taken or threatened by any competent authority that would
restrain, prevent or otherwise impose adverse conditions on the
financing contemplated hereby.

     (d) Lien Searches.  The Administrative Agent shall have received
the results of a recent lien search in each of the jurisdictions of
organization and where assets of the Loan Parties are located and as to
which a lien search has been requested by the Administrative Agent, and
such search shall reveal no liens on any of the assets of the Loan
Parties except for Liens permitted by Section 7.3 or discharged on or
prior to the Closing Date pursuant to documentation satisfactory to the
Administrative Agent.

     (e) Fees.  The Lenders and the Administrative Agent shall have
received all fees required to be paid, and all expenses for which
invoices have been presented (including the reasonable fees and
expenses of legal counsel), on or before the Closing Date.  All such
amounts will be paid with proceeds of the Loans made on the Closing
Date and will be reflected in the funding instructions given by the
Borrowers to the Administrative Agent on or before the Closing Date.

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

     (g) Legal Opinions.  The Administrative Agent shall have received
the following executed legal opinions:

          (i) the legal opinion of Davis, Graham & Stubbs LLP, counsel
     to Holdings and its Subsidiaries, substantially in the form of
     Exhibit F-1; and

          (ii) the legal opinion of Simpson Thacher & Bartlett, counsel
     to the Administrative Agent, substantially in the form of Exhibit
     F-2, as to the enforceability of the Loan Documents.

     (h) Pledged Stock and Stock Powers.  The Administrative Agent
shall have received the certificates representing the shares of Capital
Stock pledged pursuant to the Guarantee and Collateral Agreement,
together with an undated stock power for each such certificate executed
in blank by a duly authorized officer of the pledgor thereof.

     (i) Filings, Registrations and Recordings.  Each document (other
than (i) the Mortgages and (ii) any Uniform Commercial Code financing
statement to be filed in the real property records) required by the
Security Documents or under law or reasonably requested by the
Administrative Agent to be filed, registered or recorded in order to
create in favor of the Administrative Agent, for the benefit of the
Lenders, a perfected Lien on the Collateral described therein, prior
and superior in right to any other Person (other than with respect to
Liens expressly permitted by Section 7.3), shall be in proper form for
filing, registration or recordation.

     (j)  Insurance.  The Administrative Agent shall have received
insurance certificates satisfying the requirements of Section 5.2(b) of
the Guarantee and Collateral Agreement.

     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 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, except for
representations and warranties expressly stated to relate to a specific
earlier date, in which case such representations and warranties were
true and correct in all material respects as of such earlier 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.
Each borrowing by and issuance of a Letter of Credit on behalf of either
Borrower hereunder shall constitute a representation and warranty by such
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

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

     6.1  Financial Statements.  Furnish to the Administrative Agent
and each Lender:

     (a) as soon as available, but in any event within 90 days after
the end of each fiscal year of Holdings, a copy of the audited
consolidated balance sheet of Holdings 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 without a "going concern" or like
qualification or exception, or qualification arising out of the scope
of the audit, or any other material qualification or exception, by
Deloitte & Touche or other independent certified public accountants of
nationally recognized standing; and

     (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 Holdings, the unaudited consolidated balance sheet of
Holdings and its consolidated Subsidiaries as at the end of such
quarter and the related unaudited consolidated statements of income and
of cash flows for such quarter and 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
(subject to normal year-end audit adjustments).

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).

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

     (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 Section 6.1, (i) a certificate of a Responsible Officer of
Holdings stating that such Responsible Officer has obtained no
knowledge of any Default or Event of Default except as specified in
such certificate and (ii) in the case of quarterly or annual financial
statements, (x) a Compliance Certificate containing all information and
calculations necessary for determining compliance by Holdings with the
provisions of Section 7 referred to therein as of the last day of the
fiscal quarter or fiscal year of Holdings, as the case may be, and (y)
to the extent not previously disclosed to the Administrative Agent, (A)
the exact name and jurisdiction of incorporation of each Subsidiary
formed or acquired 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) and, as to each such Subsidiary, the
percentage of each class of Capital Stock owned by any Loan Party and
whether such Subsidiary is a material Subsidiary for purposes of
Section 6.11(c), and (B) a listing of any change in place of
organization or any change of exact name with respect to any Loan
Party, a listing of any material Intellectual Property acquired by any
Loan Party, and any change in status of a Subsidiary from non-material
to material or from material to non-material for purposes of Section
6.11(c), in each case, 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);

     (c) within five days after the same are sent, copies of all
financial statements and reports that Holdings or either 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 that Holdings or either Borrower
may make to, or file with, the SEC; and

     (d) promptly, such additional financial and other information as
any Lender may from time to time reasonably request.

     6.3  Payment of Obligations.  Pay, discharge or otherwise
satisfy at or before maturity or before they become delinquent, as the case
may be, all its material obligations of whatever nature, including, without
limitation, taxes, except where the amount or validity thereof is currently
being contested in good faith by appropriate proceedings and reserves in
conformity with GAAP with respect thereto have been provided on the books of
the relevant Group Member.

     6.4  Maintenance of Existence; Compliance.  (a)(i)  Preserve,
renew and keep in full force and effect its organizational existence and (ii)
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
(ii) above, to the extent that failure to do so would not reasonably be
expected to have a Material Adverse Effect; and (b) comply with all
Contractual Obligations and Requirements of Law except to the extent that
failure to comply therewith would not, in the aggregate, reasonably be
expected to have a Material Adverse Effect.

     6.5  Maintenance of Property; Insurance.  (a)  Keep all property
necessary and material to the conduct of its business in good working order
and condition, ordinary wear and tear excepted, and from time to time make,
or cause to be made, all needful and proper repairs, renewals, additions,
improvements and replacements thereto necessary in order that the business
carried on in connection therewith may be properly conducted at all times,
except in each case where the failure to do so would not result in a Material
Adverse Effect, and (b) maintain with financially sound and reputable
insurance companies insurance 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.

     6.6  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) subject to confidentiality requirements substantially similar to those
set forth in Section 10.15 hereof, permit representatives of any Lender, upon
reasonable notice (unless an Event of Default has occurred and is
continuing), 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 Group Members with officers and employees of the Group
Members and with their independent certified public accountants and, if
requested, participation of a Responsible Officer of Holdings.

     6.7  Notices.  Promptly give notice to the Administrative Agent
and each Lender of:

     (a) the occurrence of any Default or Event of Default, specifying
the nature and extent thereof and the corrective action (if any)
proposed to be taken with respect thereto;

     (b) the occurrence of any change in the senior secured debt rating
of Holdings and the Borrowers by S&P or Moody's;

     (c) any litigation, investigation or proceeding that may exist at
any time between any Group Member and any Governmental Authority or any
other Person, that in either case, if not cured or if adversely
determined, as the case may be, would reasonably be expected to have a
Material Adverse Effect;

     (d)  any litigation or proceeding affecting any Group Member which
questions the validity or enforceability of any Loan Document;

     (e) the following events, as soon as possible and in any event
within 30 days after Holdings or either Borrower knows 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
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 either 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

     (f) any development or event that has had or would reasonably be
expected to have a Material Adverse Effect.

Each notice pursuant to this Section 6.7 shall be accompanied by a statement
of a Responsible Officer setting forth details of the occurrence referred to
therein and stating what action the relevant Group Member proposes to take
with respect thereto.

     6.8  ERISA.    (b)  Comply in all material respects with the
applicable provisions of ERISA and (b) furnish to the Administrative Agent
and each Lender (i) as soon as possible, and in any event within 30 days
after any Responsible Officer of Holdings or any ERISA Affiliate either knows
or has reason to know that any Reportable Event has occurred that alone or
together with any other Reportable Event could reasonably be expected to
result in liability of Holdings or the Subsidiaries to the PBGC in an
aggregate amount exceeding $5,000,000, a statement of a Financial Officer of
Holdings setting forth details as to such Reportable Event and the action
proposed to be taken with respect thereto, together with a copy of the
notice, if any, of such Reportable Event given to the PBGC, (ii) promptly
after receipt thereof, a copy of any notice Holdings or any ERISA Affiliate
may receive from the PBGC relating to the intention of the PBGC to terminate
any Plan or Plans (other than a Plan maintained by an ERISA Affiliate which
is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of
Section 414 of the Code) or to appoint a trustee to administer any Plan or
Plans, (iii) within 10 days after the due date for filing with the PBGC
pursuant to Section 412(n) of the Code of a notice of failure to make a
required installment or other payment with respect to a Plan, a statement of
a Financial Officer of Holdings setting forth details as to such failure and
the action proposed to be taken with respect thereto, together with a copy of
such notice given to the PBGC and (iv) promptly and in any event within 30
days after receipt thereof by Holdings or any ERISA Affiliate from the
sponsor of a Multiemployer Plan, a copy of each notice received by Holdings
or any ERISA Affiliate concerning (A) the imposition of Withdrawal Liability
or (B) a determination that a Multiemployer Plan is, or is expected to be,
terminated or in reorganization, in each case within the meaning of Title IV
of ERISA.

     6.9  Use of Proceeds.  Use the proceeds of the Loans for the
refinancing of the Existing Credit Facilities, for acquisitions and for
general corporate purposes, including working capital needs of the Borrowers
and their Subsidiaries in the ordinary course of business.

     6.10  Mortgages, etc.  Furnish to the Administrative Agent a
Mortgage with respect to each Mortgaged Property, executed and delivered by a
duly authorized officer of each party thereto within 90 days after the
Closing Date and do the following in connection therewith:

     (a)  If reasonably requested by the Administrative Agent as a
result of the absence of an adequate legal description of any of the
Mortgaged Properties, furnish to the Administrative Agent, and the title
insurance company issuing the policy referred to in clause (b) below (the
"Title Insurance Company"), maps or plats of an as-built survey of the sites
of such Mortgaged Properties certified to the Administrative Agent and the
Title Insurance Company in a manner reasonably satisfactory to them, dated a
date reasonably satisfactory to the Administrative Agent and the Title
Insurance Company by an independent professional licensed land surveyor
reasonably satisfactory to the Administrative Agent and the Title Insurance
Company, which maps or plats and the surveys on which they are based shall be
made in accordance with the Minimum Standard Detail Requirements for Land
Title Surveys jointly established and adopted by the American Land Title
Association and the American Congress on Surveying and Mapping in 1999.

     (b)  (i) Furnish to the Administrative Agent in respect of each
Mortgaged Property a mortgagee's title insurance policy (or policies), marked
up unconditional binder for such insurance or Title Insurance Company's
unconditional agreement to issue its policy in accordance with its title
insurance commitment; each of which shall (A) be in an amount satisfactory to
the Administrative Agent; (B) be issued at ordinary rates; (C) insure that
the Mortgage insured thereby creates a valid first Lien on such Mortgaged
Property free and clear of all defects and encumbrances, except as disclosed
therein; (D) name the Administrative Agent for the benefit of the Lenders as
the insured thereunder; (E) be in the form of ALTA Loan Policy - 1970
(Amended 10/17/70 and 10/17/84) (or policies equivalent in all material
respects); (F) contain such endorsements and affirmative coverage as the
Administrative Agent may reasonably request and (G) be issued by title
companies satisfactory to the Administrative Agent (including any such title
companies acting as co-insurers or reinsurers, at the option of the
Administrative Agent) and (ii) furnish to the Administrative Agent evidence
satisfactory to it that all premiums in respect of each such policy, all
charges for mortgage recording tax, and all related expenses, if any, have
been paid.

     (c)   If reasonably requested by the Administrative Agent,
furnish to the Administrative Agent (A) a policy of flood insurance that (1)
covers any parcel of improved real property that is encumbered by any
Mortgage (2) is written in an amount not less than the outstanding principal
amount of the indebtedness secured by such Mortgage that is reasonably
allocable to such real property or the maximum limit of coverage made
available with respect to the particular type of property under the National
Flood Insurance Act of 1968, whichever is less, and (3) has a term ending not
earlier than the maturity of the Indebtedness secured by such Mortgage and
(B) confirmation that the relevant Borrower has received the notice required
pursuant to Section 208(e)(3) of Regulation H of the Board.

     (d)  If requested by the Administrative Agent, furnish to the
Administrative Agent a copy of all recorded documents referred to, or listed
as exceptions to title in, the title policy or policies referred to in clause
(b) above and a copy of all other material documents affecting the Mortgaged
Properties.

     6.11  Additional Collateral, etc.       (a)  With respect to any
property acquired after the Closing Date by any Loan Party (other than (i)
any property described in paragraph (b), (c) or (d) below, (ii) any property
subject to a Lien expressly permitted by Section 7.3(g), and (iii) Inventory
and Vehicles (each as defined in the Guarantee and Collateral Agreement)) as
to which the Administrative Agent, for the benefit of the Lenders, does not
have a perfected Lien, promptly (i) execute and deliver to the Administrative
Agent such amendments to the Guarantee and Collateral Agreement or such other
documents as the Administrative Agent deems necessary or advisable to grant
to the Administrative Agent, for the benefit of the Lenders, a security
interest in such property and (ii) take all actions necessary or advisable to
grant to the Administrative Agent, for the benefit of the Lenders, a
perfected first priority security interest (subject to Liens permitted by
Section 7.3) in such property, including the filing of Uniform Commercial
Code financing statements (or other documents such as Patent and Trademark
Office filings) in such jurisdictions as may be required by the Guarantee and
Collateral Agreement or by law or as may be reasonably requested by the
Administrative Agent.

     (b)  With respect to any fee interest in any real property having
a value (together with improvements thereof) of at least $10,000,000 acquired
after the Closing Date by any Loan Party (other than any such real property
subject to a Lien expressly permitted by Section 7.3(g)), promptly (i)
execute and deliver a first priority Mortgage, in favor of the Administrative
Agent, for the benefit of the Lenders, covering such real property, (ii) if
requested by the Administrative Agent, provide the Lenders with (x) title and
extended coverage insurance covering such real property in an amount at least
equal to the purchase price of such real property (or such other amount as
shall be reasonably specified by the Administrative Agent) as well as, if
reasonably requested by the Administrative Agent as a result of the absence
of a legal description of such real property not reasonably acceptable to the
Administrative Agent, a current ALTA survey or boundary survey, as requested,
thereof, together with a surveyor's certificate and (y) any consents or
estoppels reasonably deemed necessary or advisable by the Administrative
Agent in connection with such Mortgage, each of the foregoing in form and
substance reasonably satisfactory to the Administrative Agent and (iii) if
such real property is not located in a State where any Mortgaged Property is
located (or if the laws of such State governing security interests in real
property have been modified since the Mortgage of the Mortgaged Property
located in such State was filed) and if reasonably requested by the
Administrative Agent, deliver to the Administrative Agent legal opinions
relating to the matters described above, which opinions shall be in form and
substance, and from counsel, reasonably satisfactory to the Administrative
Agent.

     (c)    (i)  With respect to any new material Subsidiary (other than
an Excluded Foreign Subsidiary or a Subsidiary of Mrs. Cubbison's)
created or acquired after the Closing Date by any Group Member or any
Subsidiary which after the Closing Date becomes a material Subsidiary
(other than an Excluded Foreign Subsidiary or a Subsidiary of Mrs.
Cubbison's), promptly (A) execute and deliver to the Administrative
Agent such amendments to the Guarantee and Collateral Agreement as the
Administrative Agent deems necessary or advisable to grant to the
Administrative Agent, for the benefit of the Lenders, a perfected first
priority security interest in the Capital Stock of such new material
Subsidiary that is owned by any Loan Party, (B) deliver to the
Administrative Agent the certificates representing such Capital Stock,
together with undated stock powers, in blank, executed and delivered by
a duly authorized officer of the relevant Loan Party, (C) cause such
new material Subsidiary (I) to become a party to the Guarantee and
Collateral Agreement, (II) to take such actions necessary or advisable
to grant to the Administrative Agent for the benefit of the Lenders a
perfected first priority security interest in the Collateral described
in the Guarantee and Collateral Agreement (subject to Liens permitted
by Section 7.3) with respect to such new material Subsidiary, including
the filing of Uniform Commercial Code financing statements in such
jurisdictions as may be required by the Guarantee and Collateral
Agreement or by law or as may be reasonably requested by the
Administrative Agent and (III) to deliver to the Administrative Agent a
certificate of such new material Subsidiary, substantially in the form
of Exhibit C, with appropriate insertions and attachments, and (D) if
requested by the Administrative Agent, deliver to the Administrative
Agent legal opinions relating to the matters described above, which
opinions shall be in form and substance, and from counsel, reasonably
satisfactory to the Administrative Agent.

     (ii)  With respect to Section 6.11(c)(i), Holdings may determine
in its reasonable discretion whether a Subsidiary is material, so long
as, at all times, Group Members which in the aggregate (i) generate at
least 90% of Consolidated EBITDA (excluding any Consolidated EBITDA
contributed by Mrs. Cubbison's, each Excluded Foreign Subsidiary and
each of their respective Subsidiaries) and (ii) have assets
representing at least 90% of the consolidated total assets (excluding
any assets held by Mrs. Cubbison's, each Excluded Foreign Subsidiary
and each of their respective Subsidiaries) of Holdings and its
Subsidiaries, determined on a consolidated basis in accordance with
GAAP, shall be Loan Parties.

     (d)   With respect to any new material Excluded Foreign
Subsidiary created or acquired after the Closing Date by any Group Member
(other than by any Group Member that is an Excluded Foreign Subsidiary),
promptly (i) execute and deliver to the Administrative Agent such amendments
to the Guarantee and Collateral Agreement as the Administrative Agent deems
necessary or advisable to grant to the Administrative Agent, for the benefit
of the Lenders, a perfected first priority security interest in the Capital
Stock of such new Subsidiary that is owned by any such Group Member (provided
that in no event shall more than 66% of the total outstanding voting Capital
Stock of any such new Subsidiary be required to be so pledged), (ii) deliver
to the Administrative Agent the certificates representing such Capital Stock,
together with undated stock powers, in blank, executed and delivered by a
duly authorized officer of the relevant Group Member, and take such other
action as may be necessary or, in the opinion of the Administrative Agent,
desirable to perfect the Administrative Agent's security interest therein,
and (iii) if reasonably requested by the Administrative Agent, deliver to the
Administrative Agent legal opinions relating to the matters described above,
which opinions shall be in form and substance, and from counsel, reasonably
satisfactory to the Administrative Agent (it being understood that, except in
the case of any material Excluded Foreign Subsidiary with a significant value
in relation to the consolidated total assets of Holdings and its Subsidiaries
as to which the Administrative Agent has reasonably requested that additional
actions be taken or instruments delivered to perfect such security interest,
the perfection of the pledge of the Capital Stock of each new material
Excluded Foreign Subsidiary will be limited to delivery of certificates, if
any, representing the Capital Stock required to be pledged, together with
undated stock powers, in blank, executed and delivered by a duly authorized
officer of the relevant Group Member, appropriate amendments to the Guarantee
and Collateral Agreement and filings under the Uniform Commercial Code).

     (e)  The Administrative Agent may in its sole discretion waive
the requirements of Sections 6.12(a) through 6.12(d) inclusive with respect
to any assets, if it determines that the costs of obtaining and perfecting
Liens against such assets are excessive in relation to the value of the
security to be afforded thereby

                        SECTION 7. NEGATIVE COVENANTS

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

     7.1  Financial Condition Covenants.

     (a)  Consolidated Leverage Ratio.  Permit the Consolidated
Leverage Ratio as at the last day of any period of four consecutive fiscal
quarters of Holdings (i) during the period beginning with the fiscal quarter
ending June 2, 2001 through the fiscal quarter ending June 2002 to exceed
3.00 to 1.00 and (ii) thereafter to exceed 2.75 to 1.00.

     (b)  Consolidated Interest Coverage Ratio.  Permit the
Consolidated Interest Coverage Ratio for any period of four consecutive
fiscal quarters of Holdings (or, if less, the number of full fiscal quarters
subsequent to the Closing Date) (i) during the period beginning with the
fiscal quarter ending June 2, 2001 through the fiscal quarter ending June
2002 to be less than 4.00 to 1.00 and (ii) thereafter to be less than 5.00 to
1.00

     (c)  Consolidated Net Worth.  Permit Consolidated Net Worth at
any time to be less than the sum of (i) $300,000,000 and (ii) 50% of
cumulative Consolidated Net Income for each fiscal quarter of Holdings
(beginning with the fiscal quarter commencing June 3, 2001) for which
Consolidated Net Income is positive.

     7.2  Indebtedness.  Create, issue, incur, assume, become liable
in respect of or suffer to exist any Indebtedness, except:

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

     (b) Indebtedness of (i) Holdings to any Subsidiary, (ii) either
Borrower to Holdings or any other Subsidiary and (iii) any Subsidiary
to Holdings or any other Subsidiary; provided that, the sum of the
aggregate (A) Indebtedness under this Section 7.2(b)(iii) of any
Subsidiary that is not a Wholly-Owned Subsidiary Guarantor to Holdings
or any other Subsidiary, (B) Guarantee Obligations under Section 7.2(c)
incurred by any Group Member in respect of any Subsidiary that is not a
Wholly-Owned Subsidiary Guarantor and (C) intercompany Investments
under Section 7.7(h) by any Group Member in any Subsidiary that is not
a Wholly-Owned Subsidiary Guarantor, shall not exceed $20,000,000 at
any one time outstanding;

     (c) Guarantee Obligations incurred in the ordinary course of
business by Holdings, either Borrower or any of their respective
Subsidiaries of obligations of any Subsidiary; provided that, the sum
of the aggregate (A) Indebtedness under Section 7.2(b)(iii) of any
Subsidiary that is not a Wholly-Owned Subsidiary Guarantor to Holdings
or any other Subsidiary, (B) Guarantee Obligations under this Section
7.2(c) incurred by any Group Member in respect of any Subsidiary that
is not a Wholly-Owned Subsidiary Guarantor and (C) intercompany
Investments under Section 7.7(h) by any Group Member in any Subsidiary
that is not a Wholly-Owned Subsidiary Guarantor, shall not exceed
$20,000,000 at any one time outstanding;

     (d) Indebtedness outstanding on the date hereof after the
effectiveness hereof and listed on Schedule 7.2(d) and any
refinancings, refundings, renewals or extensions thereof (without
increasing, or shortening the maturity of, the principal amount
thereof);

     (e) (i) Indebtedness (including, without limitation, Capital Lease
Obligations) secured by Liens permitted by Section 7.3(g) and (ii)
Attributable Debt permitted pursuant to Section 7.9, in an aggregate
principal amount not to exceed $100,000,000 at any one time
outstanding;

     (f) (i) Indebtedness of Holdings or either Borrower in respect of
unsecured notes in an aggregate principal amount not to exceed
$250,000,000, so long as (A) such Indebtedness has no scheduled
principal payments prior to July 19, 2007, (B) no covenant or default
contained in the unsecured notes is more restrictive than those
contained in this Agreement, as agreed to by the Administrative Agent,
and (C) if subordinated, the unsecured notes contain subordination
terms that are no less favorable in any material respect to the Lenders
than those applicable to offerings of "high-yield" subordinated debt
by similar issuers of similar debt at the same time as agreed to by the
Administrative Agent, and (ii) Guarantee Obligations of any Loan Party
in respect of such Indebtedness, provided that (i) if the unsecured
notes are subordinated, such Guarantee Obligations are subordinated to
the same extent as the obligations of the Borrowers in respect of the
unsecured notes and (ii) such Guarantee Obligations are released before
or simultaneously with the release of the Liens created pursuant to the
Security Documents;

     (g) Hedge Agreements, so long as such agreements are not entered
into for speculative purposes;

     (h) Letters of Credit issued in the ordinary course of business;

     (i) Indebtedness pertaining to surety or appeal bonds, bonds or
deposits to secure the performance of bids, trade contracts and leases,
letters of credit issued in lieu of such bonds or deposits and other
obligations of a like nature, in each case incurred in the ordinary
course of business;

     (j) any Indebtedness belonging to any Person prior to such Person
becoming a Subsidiary pursuant to an acquisition permitted by the terms
of this Agreement; provided, that such Indebtedness is not created in
contemplation of or in connection with such acquisition; and

     (k) Indebtedness of any Group Member not set forth in (a) through
(j) above in an aggregate principal amount (for the Borrowers and all
Subsidiaries) not to exceed $25,000,000 at any one time outstanding.

     7.3  Liens.  Create, incur, assume or suffer to exist any Lien
upon any of its property, whether now owned or hereafter acquired, except:

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

     (b) carriers', warehousemen's, mechanics', materialmen's,
repairmen's or other similar statutory Liens arising in the ordinary
course of business that are not overdue for a period of more than 30
days or that 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 made in
the ordinary course of business;

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

     (e) zoning restrictions, easements, rights-of-way, restrictions
and other similar encumbrances incurred in the ordinary course of
business that, in the aggregate, are not material in amount and that 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 Holdings or any of its Subsidiaries;

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

     (g) Liens securing Indebtedness of Holdings or any other
Subsidiary incurred pursuant to Section 7.2(e) to finance the
improvement, construction or acquisition of fixed or capital assets,
provided that (i) such Liens shall be created substantially
simultaneously with the acquisition (or construction) of such fixed or
capital assets, but in any event within 90 days after such acquisition
(or construction), (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 and
is in no event greater than 100% of the fair market value of such fixed
or capital assets;

     (h) Liens created pursuant to the Security Documents;

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

     (j) any Lien (including any Lien securing Indebtedness permitted
pursuant to Section 7.2(j)) existing on any property or asset (i) prior
to the acquisition thereof by Holdings or any Subsidiary; provided,
that (A) such Lien is not created in contemplation of or in connection
with any such acquisition and (B) such Lien does not apply to any other
property or assets of Holdings or any Subsidiary, or (ii) belonging to
any Person prior to such Person becoming a Subsidiary pursuant to an
acquisition permitted by the terms of this Agreement; provided, that
(A) such Lien is not created in contemplation of or in connection with
such acquisition and (B) such Lien does not apply to any other property
or assets of Holdings or any other Subsidiary;

     (k) any judgment Lien, unless the judgment it secures shall,
individually or together with other judgments, at the time cause an
Event of Default under paragraph (h) of Section 8.1;

     (l) Liens not otherwise permitted by this Section so long as
neither (i) the aggregate outstanding principal amount of the
obligations secured thereby nor (ii) the aggregate fair market value
(determined as of the date such Lien is incurred) of the assets subject
thereto exceeds (as to Holdings and all Subsidiaries) $20,000,000 at
any one time; and

     (m)   renewals, replacements or extensions of Liens set forth
above; provided, that the principal amount of Indebtedness covered by
such Lien is not increased (except by the amount of interest accrued
and unpaid on such Indebtedness and secured by such Lien at such time)
and such Lien is not extended to other property.

     7.4  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, except that:

     (a) any Subsidiary (other than either Borrower) may be merged or
consolidated with or into Holdings or either Borrower or with or into
any Wholly-Owned Subsidiary Guarantor (provided that Holdings, either
Borrower or the Wholly-Owned Subsidiary Guarantor, as the case may be,
shall be the continuing or surviving corporation);

     (b) any Subsidiary may Dispose of any or all of its assets (i) to
Holdings or either Borrower or any Wholly-Owned Subsidiary Guarantor
(upon voluntary liquidation or otherwise) or (ii) pursuant to a
Disposition permitted by Section 7.5; and

     (c) in the case of Holdings or either Borrower, a merger,
consolidation or Disposition of all or substantially all of its
property (other than any such merger, consolidation or Disposition that
would cause an Event of Default under Section 8(k)) (i) in which
Holdings or such Borrower, as the case may be, shall be the surviving
corporation and, in the case of either Borrower, in which such
surviving corporation and the other Borrower shall each be a Wholly-
Owned Subsidiary Guarantor or (ii) in which the successor entity shall
expressly assume all the obligations of Holdings or such Borrower
hereunder and, in the case of a successor entity to either Borrower,
such successor entity and the other Borrower shall each be a Wholly-
Owned Subsidiary Guarantor; provided that after such merger,
consolidation or Disposition, (x) Holdings or such successor entity of
Holdings, as applicable, shall be in pro forma compliance with the
covenants contained in Section 7.1 and (y) the secured senior debt
rating of Holdings and the Borrowers (or the successor entities) from
S&P and Moody's shall not be lower than that before such merger,
consolidation or Disposition; provided, further, at any time either
Borrower may merge with and into or consolidate with the other
Borrower.

Any Investment expressly permitted by Section 7.7 may be structured as a
merger, consolidation or amalgamation so long as it complies with the
provisions of Section 6.11 and 7.7.

     7.5  Disposition of Property.  Dispose of any of its property
(including the Capital Stock of any of its Subsidiaries), whether now owned
or hereafter acquired, except:

     (a) the Disposition of obsolete or worn out property in the
ordinary course of business;

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

     (c) Dispositions expressly permitted by Section 7.4 (other than
Section 7.4(b)(ii));

     (d) Dispositions for cash in an amount, or other property having a
value, not less than the fair market value of such property; provided,
that (i) if the fair market value of the property so Disposed of is
equal to or greater than $25,000,000, the Board of Directors of the
relevant Group Member has determined that the consideration received in
such Disposition is at least equivalent to such fair market value, (ii)
unless the fair market value of the property so Disposed is less than
$5,000,000, cash shall constitute at least 75% of the total amount
received by the relevant Group Member in respect of such Disposed
property, and (iii) after giving effect to any such Dispositions,
Holdings shall be in pro forma compliance with the covenants contained
in Section 7.1; provided, further, that notwithstanding the foregoing,
operating assets of the relevant Group Member may be swapped for
operating assets, or a combination of cash and operating assets, of any
Person so long as the Board of Directors of the relevant Group Member
has determined that the consideration received in such Disposition is
at least equivalent to such operating asset's fair market value; and

     (e) Dispositions pursuant to Requirements of Law or orders or
directives of Governmental Authorities.

Each Disposition under this Section 7.5 shall be required to comply with
Section 7.13.

     7.6  Restricted Payments.  Declare or pay, directly or
indirectly, any dividend or make any other distribution (by reduction
of capital or otherwise), whether in cash, property, securities or a
combination thereof, with respect to any shares of its Capital Stock or
purchase shares of the Capital Stock of Holdings (the foregoing
transactions being collectively called "Restricted Payments");
provided, that (i) Holdings may declare and pay dividends payable
solely in shares of its common stock, (ii) any Subsidiary may make
Restricted Payments to Holdings (so long as such Restricted Payment is
in cash or in shares of the Capital Stock of such Subsidiary) or
another Subsidiary and (iii) Holdings may make additional Restricted
Payments of cash and securities of Holdings (each, an "Additional
Restricted Payment") so long as immediately after giving effect to any
such proposed Additional Restricted Payment, (A) no Event of Default
shall have occurred and be continuing and (B) the amount of all
Additional Restricted Payments made on or after June 3, 2001, shall not
exceed the sum of (x) $100,000,000 and (y) 50% of Consolidated Net
Income for the period beginning on June 3, 2001, and ending on the last
day of the most recent fiscal quarter for which financial statements
shall have been delivered pursuant to Section 6.1 (taken as a single
accounting period).  For purposes of the foregoing, each Additional
Restricted Payment made in securities of Holdings shall be valued at
the fair market value of such securities at the time such Additional
Restricted Payment is made.

     7.7  Investments.  Make any advance, loan, extension of credit
(by way of guaranty or otherwise) or capital contribution to, or purchase any
Capital Stock (including any purchase through a merger or consolidation with
Holdings or any of its Subsidiaries), bonds, notes, debentures or other debt
securities of, or any assets constituting a business unit of, or make any
other investment in, any Person (all of the foregoing, "Investments"),
except:

     (a) extensions of trade credit in the ordinary course of business;

     (b) investments in Cash Equivalents;

     (c) Guarantee Obligations permitted by Section 7.2;

     (d) travel advances, relocation advances and other loans or
advances to employees in the ordinary course of business;

     (e) loans to employees not to exceed $10,000,000 in the aggregate
outstanding at any time to finance purchases from Holdings of equity
securities;

     (f) accounts receivable arising and trade credit granted in the
ordinary course of business and any securities received in satisfaction
or partial satisfaction thereof from financially troubled account
debtors to the extent necessary in the judgment of Holdings in order to
prevent or limit loss;

     (g) Investments in assets useful in the business of Holdings and
its Wholly-Owned Subsidiaries made by Holdings or any of its
Subsidiaries with the proceeds of any Reinvestment Deferred Amount;

     (h) intercompany Investments by any Group Member in Holdings or
any Subsidiary or any Person that, prior to such investment, is a
Subsidiary; provided that, at any time the sum of the aggregate (A)
Indebtedness under Section 7.2(b)(iii) of any Subsidiary that is not a
Wholly-Owned Subsidiary Guarantor to Holdings or any other Subsidiary,
(B) Guarantee Obligations under Section 7.2(c) incurred by any Group
Member in respect of any Subsidiary that is not a Wholly-Owned
Subsidiary Guarantor and (C) intercompany Investments under this
Section 7.7(h) by any Group Member in any Subsidiary that is not a
Wholly-Owned Subsidiary Guarantor, shall not exceed $20,000,000;

     (i) in addition to Investments otherwise expressly permitted by
this Section, Investments by Holdings or any of its Subsidiaries in an
aggregate amount (valued at cost) not to exceed $25,000,000 during the
term of this Agreement;

     (j) Investments existing on the Closing Date and set forth on
Schedule 7.7; and

     (k) so long as no Default or Event of Default has occurred and is
continuing, acquisitions of all the Capital Stock of any Person or of
any assets constituting a business unit; provided that (i) the Person
to be acquired shall be in substantially the same line of business as
the Borrowers, (ii) upon acquisition, such Person shall be a Wholly-
Owned Subsidiary of Holdings, (iii) upon acquisition, such Person shall
become a Subsidiary Guarantor to the extent required by Section 6.11(c)
and shall take all other actions required by Section 6.11 and (iv)
after giving effect to any such acquisitions, Holdings shall be in pro
forma compliance with the covenants contained in Section 7.1.

     7.8  Transactions with Affiliates.  Sell or transfer any
property or assets to, or purchase or acquire any property or assets from, or
otherwise engage in any other transactions with, any of its Affiliates which
are not Holdings or any Subsidiary, except that as long as no Default or
Event of Default shall have occurred and be continuing, Holdings or any
Subsidiary may engage in any of the foregoing transactions in the ordinary
course of business at prices and on terms and conditions not less favorable
to it than could be obtained on an arm's-length basis from unrelated third
parties.

     7.9  Sales and Leasebacks.  Enter into any arrangement with any
Person providing for the leasing by any Group Member of real or personal
property that has been or is to be sold or transferred by such Group Member
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 such Group Member; provided, that Holdings or any of its
Subsidiaries may enter into any sale and lease-back transaction if (a) at the
time of such sale and lease-back transaction no Default or Event of Default
shall have occurred and be continuing, (b) the proceeds from the sale of the
subject property shall be at least equal to 80% of its fair market value, and
(c) the aggregate amount of (i) all Attributable Debt permitted by virtue of
this Section 7.9 and (ii) all Indebtedness permitted pursuant to Section
7.2(e), shall not exceed $100,000,000.

     7.10  Changes in Fiscal Periods.  Change its fiscal year without
the consent of the Administrative Agent; provided, however, that a Subsidiary
may change its fiscal year to coincide with Holdings' fiscal year without the
consent of the Administrative Agent.

     7.11  Contractual Restrictions.  Enter into any agreement or
amend any agreement in a manner which would directly or indirectly materially
impair the effectiveness of the Security Documents or which would directly or
indirectly impair the value of the Collateral in a material manner.

     7.12  Lines of Business.  Enter into any business, either
directly or through any Subsidiary, except for those businesses in which the
Borrowers and their respective Subsidiaries are engaged on the date of this
Agreement or that are reasonably related thereto.

     7.13  Disposition of Subsidiary Stock.  Directly or indirectly
Dispose of any shares of Capital Stock of either Borrower (including by the
issuance of Capital Stock) except to a Wholly-Owned Subsidiary Guarantor and
except directors' qualifying shares if required by applicable law.

                      SECTION 8. EVENTS OF DEFAULT

     If any of the following events shall occur and be continuing:

     (a) the Borrowers shall fail to pay any principal of any Loan or
Reimbursement Obligation when due in accordance with the terms hereof;
or the Borrowers shall fail to pay any interest on any Loan or
Reimbursement Obligation, or any other amount payable hereunder or
under any other Loan Document, within five days after any such interest
or other amount becomes due in accordance with the terms hereof; or

     (b) any representation or warranty made or deemed made pursuant to
Section 5.2 by any Loan Party herein or in any other Loan Document or
that is contained in any report, certificate, financial statement or
other instrument furnished by a Responsible Officer of a Loan Party 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 pursuant to Section
5.2; or

     (c) (i)  any Loan Party shall default in the observance or
performance of any agreement contained in clause (i) or (ii) of Section
6.4(a) (with respect to Holdings and the Borrowers only), Section
6.7(a) or Section 7 of this Agreement or Sections 5.5 and 5.7(b) of the
Guarantee and Collateral Agreement or (ii) an "Event of Default" under
and as defined in any Mortgage shall have occurred and be continuing;
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 after notice to the Borrowers from the Administrative Agent or the
Required Lenders; or

     (e) any Group Member shall (i) default in making any payment of
any principal of any Indebtedness (including any Guarantee Obligation,
but excluding the Loans) on the scheduled or original due date with
respect thereto; or (ii) default in making any payment of any interest
on any such Indebtedness beyond the period of grace, if any, provided
in the instrument or agreement under which such Indebtedness was
created; or (iii) default in the observance or performance of any other
agreement or condition relating to any such Indebtedness or contained
in any instrument or agreement evidencing, securing or relating
thereto, or any other event shall occur or condition exist, the effect
of which default or other event or condition is to cause, or to permit
the holder or beneficiary of such Indebtedness (or a trustee or agent
on behalf of such holder or beneficiary) to cause, with the giving of
notice if required, such Indebtedness to become due prior to its stated
maturity or (in the case of any such Indebtedness constituting a
Guarantee Obligation) to become payable; provided, that a default,
event or condition described in clause (i), (ii) or (iii) of this
paragraph (e) shall not at any time constitute an Event of Default
unless, at such time, one or more defaults, events or conditions of the
type described in clauses (i), (ii) and (iii) of this paragraph (e)
shall have occurred and be continuing with respect to Indebtedness the
outstanding principal amount of which exceeds in the aggregate
$15,000,000; or

     (f) (i) any Group Member 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 Group Member shall make a
general assignment for the benefit of its creditors; or (ii) there
shall be commenced against any Group Member any case, proceeding or
other action of a nature referred to in clause (i) above that (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 Group
Member 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 that results in the entry of
an order for any such relief that shall not have been vacated,
discharged, or stayed or bonded pending appeal within 60 days from the
entry thereof; or (iv) any Group Member 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 Group Member shall generally not, or shall be
unable to, or shall admit in writing its inability to, pay its debts as
they become due; or

     (g) (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 any Group Member 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) any Group Member 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 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, in the sole judgment of the
Required Lenders, reasonably be expected to have a Material Adverse
Effect; or

     (h) one or more judgments or decrees shall be entered against any
Group Member involving in the aggregate a liability (not paid or
covered by insurance as to which the relevant insurance company has
acknowledged coverage) of $15,000,000 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

     (i) any of the Security Documents 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 any Lien created by any of the Security
Documents shall cease to be enforceable and of the same effect and
priority purported to be created thereby; or

     (j) the guarantee contained in Section 2 of the Guarantee and
Collateral 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

     (k) (i) any Person (other than Holdings) or group (within the
meaning of Rule 13d-5 of the Securities and Exchange Commission as in
effect on the date hereof) shall own, directly or indirectly,
beneficially or of record, shares representing more than 50% of the
aggregate ordinary voting power represented by the issued and
outstanding Capital Stock of Holdings or either Borrower; or (ii) a
change shall occur during any period in the Board of Directors of
Holdings or either Borrower in which the individuals who constituted
the Board of Directors of Holdings or such Borrower at the beginning of
such period (together with any other director whose election by the
Board of Directors of Holdings or such Borrower or whose nomination for
election by the stockholders of Holdings or such Borrower was approved
by a vote of at least two-thirds of the directors then in office who
either were directors at the beginning of such period or whose election
or nomination for election was previously so approved) cease for any
reason to constitute a majority of the directors of Holdings or such
Borrower then in office;

then, and in any such event, (A) if such event is an Event of Default
specified in clause (i) or (ii) of paragraph (f) above with respect to
Holdings or either Borrower, automatically the Commitments shall immediately
terminate and the Loans (with accrued interest thereon) and all other amounts
owing under this Agreement and the other Loan Documents (including all
amounts of L/C Obligations, whether or not the beneficiaries of the then
outstanding Letters of Credit shall have presented the documents required
thereunder) shall immediately become due and payable, and (B) if such event
is any other Event of Default, either or both of the following actions may be
taken:  (i) with the consent of the Required Lenders, the Administrative
Agent may, or upon the request of the Required Lenders, the Administrative
Agent shall, by notice to the Borrowers declare the Revolving Commitments to
be terminated forthwith, whereupon the Revolving Commitments shall
immediately terminate; and (ii) with the consent of the Required Lenders, the
Administrative Agent may, or upon the request of the Required Lenders, the
Administrative Agent shall, by notice to the Borrowers, declare the Loans
(with accrued interest thereon) and all other amounts owing under this
Agreement and the other Loan Documents (including all amounts of L/C
Obligations, whether or not the beneficiaries of the then outstanding Letters
of Credit shall have presented the documents required thereunder) to be due
and payable forthwith, whereupon the same shall immediately become due and
payable.  With respect to all Letters of Credit with respect to which
presentment for honor shall not have occurred at the time of an acceleration
pursuant to this paragraph, the Borrowers shall at such time deposit in a
cash collateral account opened by the Administrative Agent an amount equal to
the aggregate then undrawn and unexpired amount of such Letters of Credit.
Amounts held in such cash collateral account shall be applied by the
Administrative Agent to the payment of drafts drawn under such Letters of
Credit, and the unused portion thereof after all such Letters of Credit shall
have expired or been fully drawn upon, if any, shall be applied to repay
other obligations of the Borrowers hereunder and under the other Loan
Documents.  After all such Letters of Credit shall have expired or been fully
drawn upon, all Reimbursement Obligations shall have been satisfied and all
other obligations of the Borrowers hereunder and under the other Loan
Documents shall have been paid in full, the balance, if any, in such cash
collateral account shall be returned to the relevant Borrower (or such other
Person as may be lawfully entitled thereto).  Except as expressly provided
above in this Section, presentment, demand, protest and all other notices of
any kind are hereby expressly waived by the Borrowers.

                         SECTION 9. THE AGENTS

     9.1  Appointment.  Each Lender hereby irrevocably designates and
appoints the Administrative Agent as the agent of such Lender under this
Agreement and the other Loan Documents, and each such Lender irrevocably
authorizes the Administrative 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 the Administrative 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, the Administrative Agent shall not have
any duties or responsibilities, except those expressly set forth herein, or
any fiduciary relationship with any Lender, and no implied covenants,
functions, responsibilities, duties, obligations or liabilities shall be read
into this Agreement or any other Loan Document or otherwise exist against the
Administrative Agent.

     9.2  Delegation of Duties.  The Administrative 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.  The Administrative
Agent shall not be responsible for the negligence or misconduct of any agents
or attorneys in-fact selected by it with reasonable care.

     9.3  Exculpatory Provisions.  Neither any Agent 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 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 or any other Loan 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 or any
other Loan Document or for the value, validity, effectiveness, genuineness,
enforceability or sufficiency of this Agreement or any other Loan Document or
for any failure of any Loan Party a party thereto to perform its obligations
hereunder or thereunder.  The Agents shall not 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 or any other
Loan Document, or to inspect the properties, books or records of any Loan
Party.

     9.4  Reliance by Administrative Agent.  The Administrative Agent
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 counsel to Holdings or the Borrowers),
independent accountants and other experts selected by the Administrative
Agent.  The Administrative Agent may deem and treat the payee of any Note as
the owner thereof for all purposes unless a written notice of assignment,
negotiation or transfer thereof shall have been filed with the Administrative
Agent.  The Administrative Agent 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 that may be incurred by it
by reason of taking or continuing to take any such action.  The
Administrative Agent shall in all cases be fully protected 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.

     9.5  Notice of Default.  The Administrative Agent shall not be
deemed to have knowledge or notice of the occurrence of any Default or Event
of Default unless the Administrative Agent has received notice from a Lender,
Holdings or either 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 receives such a
notice, the Administrative Agent shall give notice thereof to the Lenders.
The Administrative Agent shall take such action with respect to such Default
or Event of Default as shall be reasonably directed by the Required Lenders
(or, if so specified by this Agreement, all Lenders); provided that unless
and until the Administrative Agent shall have received such directions, the
Administrative Agent may (but shall not be obligated to) take such action, or
refrain from taking such action, with respect to such Default or Event of
Default as it shall deem advisable in the best interests of the Lenders.

     9.6  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
hereafter 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 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, the
Administrative Agent shall not have any duty or responsibility to provide any
Lender with any credit or other information concerning the business,
operations, property, condition (financial or otherwise), prospects or
creditworthiness of any Loan Party or any affiliate of a Loan Party that may
come into the possession of the Administrative Agent or any of its officers,
directors, employees, agents, attorneys-in-fact or affiliates.

     9.7  Indemnification.  The Lenders agree to indemnify each Agent
in its capacity as such (to the extent not reimbursed by Holdings or the
Borrowers and without limiting the obligation of Holdings or the Borrowers to
do so), ratably according to their respective Aggregate Exposure Percentages
in effect on the date on which indemnification is sought under this Section
(or, if indemnification is sought after the date upon which the Commitments
shall have terminated and the Loans shall have been paid in full, ratably in
accordance with such Aggregate Exposure 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 that may at any time (whether before or
after the payment of the Loans) be imposed on, incurred by or asserted
against such Agent in any way relating to or arising out of, the 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 that are found by a final decision of a court of competent
jurisdiction to have resulted from such Agent's gross negligence or willful
misconduct.  The agreements in this Section shall survive the payment of the
Loans and all other amounts payable hereunder.

     9.8  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 were 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.

     9.9  Successor Administrative Agent.  The Administrative Agent
may resign as Administrative Agent upon 30 days' notice to the Lenders and
the Borrowers.  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, which successor agent shall (unless an Event of Default under
Section 8(a) or Section 8(f) with respect to the Borrowers shall have
occurred and be continuing) be subject to approval by the Borrowers (which
approval shall not be unreasonably withheld or delayed), 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 Lenders appoint a
successor agent as provided for above.  After any retiring Administrative
Agent's resignation as Administrative Agent, the provisions of this Section 9
shall inure to its benefit as to any actions taken or omitted to be taken by
it while it was Administrative Agent under this Agreement and the other Loan
Documents.

     9.10  Co-Documentation Agents and Syndication Agent.  None of the
Co-Documentation Agents nor the Syndication Agent shall have any duties or
responsibilities hereunder in its capacity as such.

                       SECTION 10. MISCELLANEOUS

     10.1  Amendments and Waivers.     (a)  Neither this Agreement, any
other Loan Document, nor any terms hereof or thereof may be waived, amended,
supplemented or otherwise modified except in accordance with the provisions
of this Section 10.1.  The Required Lenders and each Loan Party party to the
relevant Loan Document may, or, with the written consent of the Required
Lenders, the Administrative Agent and each Loan Party 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 Administrative Agent, 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) reduce the principal amount, subordinate the principal
of or extend the final scheduled date of maturity of any Loan, reduce the
amount or extend the date of any scheduled amortization payment in respect of
any Term Loan, reduce the stated rate of any interest or fee payable
hereunder (except (x) in connection with the waiver of applicability of any
post-default increase in interest rates (which waiver shall be effective with
the consent of the Majority Facility Lenders of each adversely affected
Facility) and (y) that any amendment or modification of defined terms used in
the financial covenants in this Agreement shall not constitute a reduction in
the rate of interest or fees for purposes of this clause (i)) or extend the
date of any scheduled payment thereof, or increase the amount or extend the
expiration date of any Lender's Commitment, in each case without the written
consent of each Lender directly affected thereby; (ii) consent to the
assignment or transfer by either Borrower of any of its rights and
obligations under this Agreement and the other Loan Documents (other than,
except for any guarantee obligation, an assignment or transfer from Brands to
Brands West or from Brands West to Brands) without the written consent of all
Lenders, (iii) release or subordinate all or substantially all of the
Collateral, release all or substantially all of the Subsidiary Guarantors
from their obligations or release or subordinate all or substantially all of
the "Guarantor Obligations" (as defined under the Guarantee and Collateral
Agreement) of any Guarantor, in each case, under the Guarantee and Collateral
Agreement or any other Security Document, without the written consent of all
Lenders; (iv) amend, modify or waive any provision of Section 2.11(b),
2.12(d) or 2.18(a), (b) or (c) without the written consent of the Majority
Facility Lenders in respect of each Facility adversely affected thereby; (v)
change any of the provisions of this Section, the definition of "Required
Lenders" or "Majority Facility Lenders" (with respect to any Facility) or
any other provision of any Loan Document specifying the number or percentage
of Lenders (or Lenders under any Facility) required to waive, amend or modify
any rights hereunder or make any determination or grant any consent
hereunder, without the written consent of each Lender (or each Lender under
such Facility, as the case may be); (vi) amend, modify or waive any provision
of Section 9 without the written consent of the Administrative Agent; (vii)
amend, modify or waive any provision of Section 2.6 or 2.7 without the
written consent of the Swingline Lender; or (viii) amend, modify or waive any
provision of Section 3 without the written consent of each then Issuing
Lender.  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.

     (b)  Notwithstanding the foregoing, this Agreement may be amended
(or amended and restated) with the written consent of the Required Lenders,
the Administrative Agent and the Borrowers (i) to add one or more additional
credit facilities to this Agreement and to permit the extensions of credit
from time to time outstanding thereunder and the accrued interest and fees in
respect thereof to share ratably in the benefits of this Agreement and the
other Loan Documents with the Term Loans, the Competitive Bid Loans and the
Revolving Extensions of Credit and the accrued interest and fees in respect
thereof and (ii) to include appropriately the Lenders holding such credit
facilities in any determination of the Required Lenders and Majority Facility
Lenders.

     10.2  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 Holdings, the
Borrowers 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:


        Holdings and the                    12 East Armour Boulevard
        Borrowers:                          P.O. Box 419627
                                            Kansas City, Missouri  64141
                                            Attention:  Paul Yarick, Vice
                                            President and Treasurer
                                            Telecopy:  816-502-4232
                                            Telephone: 816-502-4164


        Administrative Agent:               One Chase Manhattan Plaza
                                            8th Floor
                                            New York, New York  10005
                                            Attention:  Janet Belden
                                            Telecopy:  (212) 552-5658
                                            Telephone: (212) 552-7277

                                            with a copy to:
                                            The Chase Manhattan Bank
                                            270 Park Avenue
                                            New York, New York  10017
                                            Attention:  Peter Predun
                                            Telecopy:  (212) 270-4724
                                            Telephone: (212) 270-7005

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

     10.3  No Waiver; Cumulative Remedies.  No failure or delay by the
Administrative Agent or any Lender in exercising any right or power hereunder
or under any other Loan Document shall operate as a waiver thereof, nor shall
any single or partial exercise of any such right or power, or any abandonment
or discontinuance of steps to enforce such a right or power, preclude any
other or further exercise thereof or the exercise of any other right or
power.  The rights and remedies of the Administrative Agent and the Lenders
hereunder and under the other Loan Documents are cumulative and are not
exclusive of any rights or remedies that they would otherwise have.  No
waiver of any provision of any Loan Document or consent to any departure by
any Loan Party therefrom shall in any event be effective unless the same
shall be permitted by Section 10.1, and then such waiver or consent shall be
effective only in the specific instance and for the purpose for which given.
Without limiting the generality of the foregoing, the making of a Loan or
issuance of a Letter of Credit shall not be construed as a waiver of any
Default or Event of Default, regardless of whether the Administrative Agent
or any Lender may have had notice or knowledge of such Default at the time.

     10.4  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 and other extensions of credit
hereunder.

     10.5  Payment of Expenses and Taxes.  The Borrowers agree (a) to
pay or reimburse the Administrative Agent for all its 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 the reasonable
fees and disbursements of counsel to the Administrative Agent and filing and
recording fees and expenses, with statements with respect to the foregoing to
be submitted to the Borrowers prior to the Closing Date (in the case of
amounts to be paid on the Closing Date) and from time to time thereafter on a
quarterly basis or such other periodic basis as the Administrative Agent
shall deem appropriate, (b) to pay or reimburse each Lender and the
Administrative Agent 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 the fees and
disbursements of counsel (including the allocated fees and expenses of in-
house counsel) to each Lender and of counsel to the Administrative Agent,
including all such costs and expenses incurred during any work-out,
restructuring or negotiations in respect of the Loans, (c) to pay, indemnify,
and hold each Lender and the Administrative Agent harmless from, any and all
recording and filing fees and any and all liabilities with respect to, or
resulting from any delay in paying, stamp, excise and other taxes, if any,
that may be payable or determined to be payable in connection with the
execution and delivery of, or consummation or administration of any of the
transactions contemplated by, or any amendment, supplement or modification
of, or any waiver or consent under or in respect of, this Agreement, the
other Loan Documents and any such other documents related thereto, and (d) to
pay, indemnify, and hold each Lender and the Administrative Agent and their
respective officers, directors, employees, Affiliates, advisors, 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 which (if such liabilities, damages, obligations, losses,
penalties, actions, judgments, suits, costs and expenses arise in a judicial
forum) are found in a final judgment by a court of competent jurisdiction
incurred by or asserted against any Indemnitee arising out of any third
person claim, litigation, investigation or proceeding with respect to the
execution, delivery, enforcement, performance and administration of this
Agreement, the other Loan Documents and any such other documents related
thereto, including any of the foregoing relating to the use of proceeds of
the Loans or the violation of, noncompliance with or liability under, any
Environmental Law applicable to the operations of any Group Member or any of
the properties and the reasonable fees and expenses of legal counsel in
connection with such claims, actions or proceedings (a "Third Party Claim")
(all the foregoing in this clause (d), collectively, the "Indemnified
Liabilities") and to reimburse each Indemnitee upon demand for any legal or
other expenses incurred in connection with investigating or defending any of
the foregoing; provided, that the Borrowers shall have no obligation
hereunder to any Indemnitee with respect to Indemnified Liabilities to the
extent such Indemnified Liabilities are found by a final and nonappealable
decision of a court of competent jurisdiction to have resulted from the gross
negligence or willful misconduct of such Indemnitee; provided further, that
(i) each Indemnitee shall promptly notify the Borrowers in writing upon
becoming aware of the initiation of any Third Party Claim against it, (ii)
the Borrowers shall be entitled to participate in the defense of any such
Third Party Claim and, if the Borrowers so choose, to assume the defense, at
the Borrowers' expense, of any such Third Party Claim with counsel selected
by the Borrowers (it being understood that any Indemnitee shall have the
right to participate in such defense and employ counsel separate from the
counsel employed by the Borrowers, and that such counsel shall be at the
expense of such Indemnitee unless such Indemnitee shall have been advised by
counsel that there may be legal defenses available to it that are
inconsistent with or in addition to those available to the Borrowers, in
which case such counsel shall be at the Borrowers' expense), (iii) no
Borrower shall settle any Third Party Claim without the Indemnitee's prior
written consent (which consent shall not be unreasonably withheld) and (iv)
no Indemnitee shall settle any Third Party Claim without the Borrowers' prior
written consent (which consent shall not be unreasonably withheld).  Without
limiting the foregoing, and to the extent permitted by applicable law,
Holdings and the Borrowers each agree not to assert and to cause its
Subsidiaries not to assert, and hereby waive and agree to cause its
Subsidiaries to waive, all rights for 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.  All amounts due under this Section 10.5
shall be payable not later than 10 days after written demand therefor.
Statements payable by the Borrowers pursuant to this Section 10.5 shall be
submitted to The Chase Manhattan Bank, One Chase Manhattan Plaza, New York,
New York 10005, Attention: Janet Belden (Telephone No. (212) 552-7277)
(Telecopy No. (212) 552-5658), at the address of the Borrowers set forth in
Section 10.2, or to such other Person or address as may be hereafter
designated by the Borrowers in a written notice to the Administrative Agent.
The agreements in this Section 10.5 shall survive repayment of the Loans and
all other amounts payable hereunder.  The agreements in this Section 10.5
shall survive the assignment of Loans and Commitments hereunder.

     10.6  Successors and Assigns; Participations and Assignments.  (a)  This
Agreement shall be binding upon and inure to the benefit of Holdings, the
Borrowers, the Lenders, the Administrative Agent, all future holders of the
Loans and their respective successors and assigns, except that
no Borrower may assign or transfer any of its rights or obligations under
this Agreement without the prior written consent of each Lender (other than,
except for any guarantee obligation, an assignment or transfer from Brands to
Brands West or from Brands West to Brands).

     (b)  Any Lender other than any Conduit Lender may, without the
consent of the Borrowers, 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.  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 Borrowers and the
Administrative Agent shall continue to deal solely and directly with such
Lender in connection with such Lender's rights and obligations under this
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
Borrowers agree 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 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 10.7(a) as fully as if it were a Lender hereunder.  The
Borrowers also agree that each Participant shall be entitled to the benefits
of Sections 2.19, 2.20 and 2.21 with respect to its participation in the
Commitments and the Loans outstanding from time to time as if it was a
Lender; provided that, in the case of Section 2.20, 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 other than any Conduit Lender (an "Assignor")
may, in accordance with applicable law, at any time and from time to time
assign to any Lender or any Lender Affiliate or, with the consent of the
Borrowers and the Administrative Agent (which, in each case, shall not be
unreasonably withheld or delayed) and, in the case of any assignment of
Revolving Loans and Revolving Commitments, with the consent of the Issuing
Lenders (which shall not be unreasonably withheld or delayed), to an
additional bank, financial institution or other entity (other than Holdings,
the Borrowers or any Affiliate thereof) (an "Assignee") all or any part of
its rights and obligations under this Agreement and the other Loan Documents
pursuant to an Assignment and Acceptance, executed by such Assignee, such
Assignor and any other Person whose consent is required pursuant to this
paragraph, and delivered to the Administrative Agent for its acceptance and
recording in the Register; provided that, unless otherwise agreed by the
Borrowers and the Administrative Agent, no such assignment to an Assignee
(other than any Lender or any Lender Affiliate) shall be in an aggregate
principal amount of less than $5,000,000 (or, in the case of the Tranche B
Term Facility, $1,000,000), in each case except in the case of an assignment
of all of a Lender's interests under this Agreement.  For purposes of the
proviso contained in the preceding sentence, the amount described therein
shall be aggregated in respect of each Lender and its Lender Affiliates, if
any.  Any such assignment need not be ratable as among the Facilities.  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 Commitment 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 Assignor shall cease to be a party
hereto).  Notwithstanding any provision of this Section 10.6, the consent of
the Borrowers shall not be required for any assignment that occurs when an
Event of Default shall have occurred and be continuing.  Notwithstanding the
foregoing, any Conduit Lender may assign at any time to its designating
Lender hereunder without the consent of the Borrowers or the Administrative
Agent any or all of the Loans it may have funded hereunder and pursuant to
its designation agreement and without regard to the limitations set forth in
the first sentence of this Section 10.6(c).  Notwithstanding the foregoing,
any Revolving Lender assigning rights and obligations under this Agreement
may retain any Competitive Bid Loans made by it outstanding at such time and
in such case shall retain its rights hereunder in respect of any Loans so
retained until such Loans have been repaid in full in accordance with this
Agreement.

     (d)  The Administrative Agent shall, on behalf of the Borrowers,
maintain at its address referred to in Section 10.2 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 Commitment of,
and the principal amount of the Loans owing to, each Lender from time to
time.  The entries in the Register shall be conclusive, in the absence of
manifest error, and the Borrowers, each other Loan Party, the Administrative
Agent and the Lenders shall treat each Person whose name is recorded in the
Register as the owner of the Loans and any Notes evidencing the Loans
recorded therein for all purposes of this Agreement.  Any assignment of any
Loan, whether or not 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 shall be issued to the designated Assignee.

     (e)  Upon its receipt of an Assignment and Acceptance executed by
an Assignor, an Assignee and any other Person whose consent is required by
Section 10.6(c), together with payment to the Administrative Agent of a
registration and processing fee of $4,000, the Administrative Agent shall (i)
promptly accept such Assignment and Acceptance and (ii) record the
information contained therein in the Register on the effective date
determined pursuant thereto.

     (f)   For avoidance of doubt, the parties to this Agreement
acknowledge that the provisions of this Section 10.6 concerning assignments
relate only to absolute assignments and that such provisions do not prohibit
assignments creating security interests, including any pledge or assignment
(i) by a Lender to any Federal Reserve Bank in accordance with applicable law
or (ii) by a Lender which is a Farm Credit System entity, to the Farm Credit
Funding Corp. or other appropriate funding sources and entities within the
Farm Credit System in accordance with applicable law.

     (g)  The Borrowers, upon receipt of written notice from the
relevant Lender, agree to issue Notes to any Lender requiring Notes to
facilitate transactions of the type described in paragraph (f) above.

     (h)  Each of Holdings, each Borrower, each Lender and the
Administrative Agent hereby confirms that it will not institute against a
Conduit Lender or join any other Person in instituting against a Conduit
Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceeding under any state bankruptcy or similar law, for one year and one
day after the payment in full of the latest maturing commercial paper note
issued by such Conduit Lender; provided, however, that each Lender
designating any Conduit Lender hereby agrees to indemnify, save and hold
harmless each other party hereto for any loss, cost, damage or expense
arising out of its inability to institute such a proceeding against such
Conduit Lender during such period of forbearance.

     (i)  In the event that S&P or Moody's shall, after the date that
any Lender becomes a Lender, downgrade the long-term certificate deposit
ratings or long-term senior unsecured debt ratings of such Lender (or the
parent company thereof), and the resulting ratings shall be BBB+ or lower by
S&P or Baal or lower by Moody's, then the Issuing Lenders shall have the
right, but not the obligation, at the Borrowers' expense, upon notice to such
Lender, the Administrative Agent and the Borrowers, to replace (or to request
the Borrowers, at the Borrowers' expense, to use their reasonable efforts to
replace) such Lender with respect to such Lender's Commitment with an
assignee (in accordance with and subject to the restrictions contained in
this Section 10.6, including the right of the Borrowers and the
Administrative Agent to consent to the identity of such assignee (which
consent shall not be unreasonably withheld)), and such Lender hereby agrees
to transfer and assign without recourse (in accordance with and subject to
the restrictions contained in this Section 10.6) all its interests, rights
and obligations in respect of its Commitment to such assignee; provided,
however, that (i) no such assignment shall conflict with any law, rule and
regulation or order of any Governmental Authority and (i) such assignee shall
pay to such Lender in immediately available funds on the date of such
assignment the principal of and interest and fees accrued to the date of
payment on the Loans of such Lender hereunder.

     10.7  Adjustments; Set-off.    (a)  Except to the extent that this
Agreement expressly provides for payments to be allocated to a particular
Lender or to the Lenders under a particular Facility, if any Lender (a
"Benefitted Lender") shall, at any time after the Loans and other amounts
payable hereunder shall immediately become due and payable pursuant to
Section 8, receive any payment of all or part of the Obligations owing to it,
or receive any collateral in respect thereof (whether voluntarily or
involuntarily, by set-off, pursuant to events or proceedings of the nature
referred to in Section 8(f), or otherwise), in a greater proportion than any
such payment to or collateral received by any other Lender, if any, in
respect of the Obligations owing to such other Lender, such Benefitted Lender
(i) shall as promptly as practicable notify the Administrative Agent and the
other Lenders in writing of its status as a Benefitted Lender and (ii) shall
purchase for cash from the other Lenders a participating interest in such
portion of the Obligations owing to each such other Lender, or shall provide
such other Lenders with the benefits of any such collateral, as shall be
necessary to cause such Benefitted Lender to share the excess payment or
benefits of such collateral 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 Benefitted Lender, such purchase shall be
rescinded, and the purchase price and benefits returned, to the extent of
such recovery, but without interest.

     (b)  In addition to any rights and remedies of the Lenders
provided by law, each Lender shall have the right, without prior notice to
Holdings or the Borrowers, any such notice being expressly waived by Holdings
and the Borrowers to the extent permitted by applicable law, upon any amount
becoming due and payable by Holdings or the Borrowers hereunder (whether at
the stated maturity, by acceleration or otherwise), to set off 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 Holdings or either Borrower, as the case may be.
Each Lender agrees promptly to notify the relevant 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.

     10.8  Counterparts.  This Agreement may be executed by one or
more of the parties to this Agreement on any number of separate counterparts,
and all of said counterparts taken together shall be deemed to constitute one
and the same instrument.  Delivery of an executed signature page of this
Agreement by facsimile transmission shall be effective as delivery of a
manually executed counterpart hereof.  A set of the copies of this Agreement
signed by all the parties shall be lodged with the Borrowers and the
Administrative Agent.

     10.9  Severability.  Any provision of this Agreement that 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.

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

     10.11  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.

     10.12  Submission To Jurisdiction; Waivers.  Each of
Holdings and each Borrower 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 for
the Southern District of New York, 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 Holdings or the Borrowers, as the case may be at its
address set forth in Section 10.2 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 any special, exemplary, punitive or
consequential damages.

     10.13  Acknowledgements.  Each of Holdings and each Borrower
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 Holdings or either 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 Holdings and the Borrowers, on the other
hand, in connection herewith or therewith is solely that of debtor and
creditor; and

     (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 Holdings, the Borrowers
and the Lenders.

     10.14  Releases of Guarantees and Liens.   (a)  Notwithstanding anything
to the contrary contained herein or in any other
Loan Document, the Administrative Agent is hereby irrevocably authorized by
each Lender (without requirement of notice to or consent of any Lender except
as expressly required by Section 10.1) to take any action requested by either
Borrower having the effect of releasing any Collateral or guarantee
obligations (i) to the extent necessary to permit consummation of any
transaction not prohibited by any Loan Document or that has been consented to
in accordance with Section 10.1 or (ii) under the circumstances described in
paragraph (b) below.

     (b)  At such time as the Loans, the Reimbursement Obligations and
the other obligations under the Loan Documents (other than obligations under
or in respect of Hedge Agreements) shall have been paid in full, the
Commitments have been terminated and no Letters of Credit shall be
outstanding, the Collateral shall be released from the Liens created by the
Security Documents, and the Security Documents and all obligations (other
than those expressly stated to survive such termination) of the
Administrative Agent and each Loan Party under the Security Documents shall
terminate and be of no further force or effect, all without delivery of any
instrument or performance of any act by any Person.

     10.15  Confidentiality.  (a)  Each of the Administrative
Agent and each Lender agrees to keep confidential, and to not publish,
disclose or otherwise divulge to any Person, all non-public materials,
reports, certificates, documents and other information provided to it by any
Group Member pursuant to this Agreement that is designated by such Group
Member as confidential (the "Information"), and to cause its respective
officers, directors, employees, agents and representatives to keep
confidential (including for purposes of Regulation FD), and to not publish,
disclose or otherwise divulge to any Person, the Information, except that the
Administrative Agent and each Lender shall be permitted to disclose the
Information (i) to such of its, or any of its Affiliates', officers,
directors, employees, agents and representatives as need to know such
Information in connection with the servicing and protection of its interests
in respect of its Loans and Commitments, the Loan Documents and the
transactions contemplated hereby and thereby; (ii) to the extent required by
applicable laws and regulations or by any subpoena or similar legal process,
or requested by any regulatory authority or Governmental Authority having
jurisdiction over it; provided, that, if, and to the extent, permitted by law
and if reasonably practicable, such Administrative Agent or Lender first
provides to Holdings and the Borrowers notice of such subpoena or request and
gives Holdings and the Borrowers an opportunity to contest such subpoena or
request; (iii) to the extent such Information (A) becomes publicly available
other than as a result of a breach of this Agreement, (B) becomes available
to the Administrative Agent or such Lender, as applicable, on a non-
confidential basis from a source other than any Group Member or (C) was
available to the Administrative Agent or such Lender, as applicable, on a
non-confidential basis prior to its disclosure to the Administrative Agent or
such Lender, as applicable, by a Group Member; (iv) 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 10.15) or (v) to the extent the applicable
Group Member shall have consented to such disclosure in writing.

     (b)  Each of the Administrative Agent and each Lender agrees
that it will use the Information only for purposes related to the
transactions contemplated hereby; provided that (i) if the conditions
referred to in any of subclauses (A) through (C) of clause (iii) above are
met, the Administrative Agent or such Lender, as applicable, may otherwise
use the Information and (ii) if the Administrative Agent or such Lender, as
applicable, is otherwise a creditor of any Group Member, the Administrative
Agent or such Lender, as applicable, may use the Information in connection
with its other credits to such Group Member, as applicable.

     (c)  Each of the Administrative Agent and each Lender agrees
that it will not disclose any of the Information to any actual or prospective
assignee of or participant in any rights of such Lender under this Agreement
unless such actual or prospective assignee or participant first executes and
delivers to such Lender a confidentiality letter containing substantially the
undertakings set forth in this Section.

     10.16  WAIVERS OF JURY TRIAL.  HOLDINGS, EACH BORROWER, THE
ADMINISTRATIVE AGENT 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.

     10.17  Joint and Several Liability.  Any and all obligations
and liabilities of either Borrower under this Agreement shall be the joint
and several obligation and the joint and several liability of the Borrowers.



     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.


                                     INTERSTATE BAKERIES CORPORATION, as a
                                     Guarantor

                                     By: /s/  Paul E. Yarick
                                         --------------------------------
                                         Name:  Paul E. Yarick
                                         Title: Vice President & Treasurer


                                     INTERSTATE BRANDS CORPORATION, as a
                                     Borrower

                                     By: /s/  Paul E. Yarick
                                         --------------------------------
                                         Name:  Paul E. Yarick
                                         Title: Vice President & Treasurer


                                     INTERSTATE BRANDS WEST CORPORATION,
                                     as a Borrower

                                     By: /s/  Paul E. Yarick
                                         ---------------------------------
                                         Name:  Paul E. Yarick
                                         Title: Vice President & Treasurer


                                     THE CHASE MANHATTAN BANK, as
                                     Administrative Agent and as a Lender

                                     By: /s/  Marian N. Schulman
                                         ---------------------------------
                                         Name:  Marian N. Schulman
                                         Title: Vice President


                                     BANK OF AMERICA, N.A., as the Syndication
                                     Agent and as a Lender

                                     By: /s/  William F. Sweeney
                                         ---------------------------------
                                         Name:  William F. Sweeney
                                         Title: Managing Director


                                     BNP PARIBAS, as a Co-Documentation Agent
                                     and as a Lender

                                     By: /s/  Christine L. Howatt
                                         ---------------------------------
                                         Name:   Christine L. Howatt
                                         Title:  Vice President

                                     By: /s/  Richard L. Sted
                                         ---------------------------------
                                         Name:  Richard L. Sted
                                         Title: Central Region Manager


                                     THE BANK OF NOVA SCOTIA, as a Co-
                                     Documentation Agent and as a Lender

                                     By: /s/  F.C.H. Ashby
                                         ---------------------------------
                                         Name:  F.C.H. Ashby
                                         Title: Senior Manager Loan Operations


                                     SUNTRUST BANK, as a Co-Documentation Agent
                                     and as a Lender

                                     By: /s/  Michael Pugsley
                                         ---------------------------------
                                         Name:  Michael Pugsley
                                         Title: Vice President


                                     COOPERATIEVE CENTRALE RAIFFEISEN-
                                     BOERENLEENBANK B.A. "RABOBANK
                                     INTERNATIONAL", NEW YORK BRANCH, as a Co-
                                     Documentation Agent and as a Lender

                                     By: /s/  Thomas F. Kelly
                                         ---------------------------------
                                         Name:  Thomas F. Kelly
                                         Title: Vice President

                                     By: /s/  James S. Cunningham
                                         ---------------------------------
                                         Name:  James S. Cunningham
                                         Title: Managing Director & Chief Risk
                                                  Officer


                                     FARM CREDIT BANK OF WICHITA,
                                     as a Lender

                                     By: /s/  Patrick Zeka
                                         ---------------------------------
                                         Name:  Patrick Zeka
                                         Title: AVP


                                     COBANK, ACB
                                     as a Lender

                                     By: /s/  Joseph R. Slagle
                                         ---------------------------------
                                         Name:  Joseph R. Slagle
                                         Title: Assistant Vice President


                                     CREDIT LYONNAIS CHICAGO BRANCH,
                                     as a Lender

                                     By: /s/  Lee E. Greve
                                         ---------------------------------
                                         Name:  Lee E. Greve
                                         Title: First Vice President


                                     FIRSTAR BANK, N.A.,
                                     as a Lender

                                     By: /s/  Bruce A. Easterly
                                         ---------------------------------
                                         Name:  Bruce A. Easterly
                                         Title: Vice President


                                     HARRIS TRUST & SAVINGS BANK,
                                     as a Lender

                                     By: /s/  John M Lyons
                                         ---------------------------------
                                         Name:  John M Lyons
                                         Title: Vice President


                                     THE BANK OF NEW YORK,
                                     as a Lender

                                     By: /s/  John-Paul Marotta
                                         ---------------------------------
                                         Name:  John-Paul Marotta
                                         Title: Vice President


                                     COMERICA BANK,
                                     as a Lender

                                     By: /s/  Neran Shaya
                                         ---------------------------------
                                         Name:  Neran Shaya
                                         Title: Vice President


                                     FIRST UNION NATIONAL BANK,
                                     as a Lender

                                     By: /s/  Andrew C. Calhoun
                                         ---------------------------------
                                         Name:  Andrew C. Calhoun
                                         Title: SVP


                                     THE INDUSTRIAL BANK OF JAPAN, LIMITED,
                                     as a Lender

                                     By: /s/  Walter R. Wolff
                                         ---------------------------------
                                         Name:  Walter R. Wolff
                                         Title: Joint General Manager and
                                                  Group Head


                                     THE MITSUBISHI TRUST AND BANKING
                                       CORPORATION,
                                     as a Lender

                                     By: /s/  Toshihiro Hayashi
                                         ---------------------------------
                                         Name:  Toshihiro Hayashi
                                         Title: Senior Vice President


                                     UMB BANK, N.A.,
                                     as a Lender

                                     By: /s/  Thomas S. Terry
                                         --------------------------------
                                         Name:  Thomas S. Terry
                                         Title: Senior Vice President


                                     COMMERCE BANK, N.A.,
                                     as a Lender

                                     By: /s/  Lance Holden
                                         --------------------------------
                                         Name:  Lance Holden
                                         Title: Vice President


                                     AgStar Financial Services, PCA,
                                     dba FCS COMMERCIAL FINANCE GROUP,
                                     as a Lender

                                     By: /s/  James M. Grafing
                                         --------------------------------
                                         Name:  James M. Grafing
                                         Title: SVP - Syndicated Finace


                                     NATIONAL BANK OF KUWAIT, S.A.K.,
                                     GRAND CAYMAN BRANCH,
                                     as a Lender

                                     By: /s/  Robert J. McNeill
                                         --------------------------------
                                         Name:  Robert J. McNeill
                                         Title: Executive Manager

                                     By: /s/  Nick Arens
                                         --------------------------------
                                         Name:  Nick Arens
                                         Title: Executive Manager


                                     THE FUJI BANK, LIMITED,
                                     as a Lender

                                     By: /s/  Peter L. Chinnici
                                         --------------------------------
                                         Name:  Peter L. Chinnici
                                         Title: Senior Vice President & Group
                                                  Head


                                     RIVIERA FUNDING LLC,
                                     as a Lender

                                     By: /s/  Ann E. Morris
                                         --------------------------------
                                         Name:  Ann E. Morris
                                         Title: Asst. Vice President


                                     Nuveen Senior Income Fund,
                                     as a Lender
                                     By:  Nuveen Senior Loan
                                     Asset Management, Inc.

                                     By: /s/  Lisa M. Mincheski
                                         --------------------------------
                                         Name:  Lisa M. Mincheski
                                         Title: Managing Director


                                     Oppenheimer Senior Floating Rate Fund,
                                     as a Lender

                                     By: /s/  Robert Bishop
                                         --------------------------------
                                         Name:  Robert Bishop
                                         Title: Vice President


                                     KZH SHOSHONE LLC,
                                     as a Lender

                                     By: /s/  Susan Lee
                                         --------------------------------
                                         Name:  Susan Lee
                                         Title: Authorized Agent


                                     FRANKLIN FLOATING RATE TRUST,
                                     as a Lender

                                     By: /s/  Chauncey Lufkin
                                         --------------------------------
                                         Name:  Chauncey Lufkin
                                         Title: Vice President


                                     WINGED FOOT FUNDING TRUST,
                                     as a Lender

                                     By: /s/  Ann E. Morris
                                         --------------------------------
                                         Name:  Ann E. Morris
                                         Title: Authorized Agent


                                     The Sumitomo Trust & Banking Co., Ltd.
                                     New York Branch,
                                     as a Lender

                                     By: /s/  Stephen A. Stratico
                                         --------------------------------
                                         Name:  Stephen A. Stratico
                                         Title: Vice President









                                                              EXECUTION COPY



                        GUARANTEE AND COLLATERAL AGREEMENT

                                     made by

                         INTERSTATE BAKERIES CORPORATION,

                          INTERSTATE BRANDS CORPORATION,

                       INTERSTATE BRANDS WEST CORPORATION,


                        and certain of their Subsidiaries

                                   in favor of

                            THE CHASE MANHATTAN BANK,

                             as Administrative Agent



                            Dated as of July 19, 2001










                          TABLE OF CONTENTS
                                                                         Page

SECTION 1.      DEFINED TERMS . . . . . . . . . . . . . . . . . . . . . . . 1

     1.1     Definitions                                                    2

     1.2     Other Definitional Provisions                                  5

SECTION 2.      GUARANTEE . . . . . . . . . . . . . . . . . . . . . . . . . 5

     2.1     Guarantee                                                      5

     2.2     Right of Contribution                                          6

     2.3     No Subrogation                                                 6

     2.4     Amendments, etc. with respect to the Borrower Obligations      7

     2.5     Guarantee Absolute and Unconditional                           7

     2.6     Reinstatement                                                  8

     2.7     Payments                                                       8

SECTION 3.      GRANT OF SECURITY INTEREST . . . . . . . . . . . . . . . .  8

SECTION 4.      REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . 10

     4.1     Title; No Other Liens                                         10

     4.2     Perfected First Priority Liens                                10

     4.3     Jurisdiction of Organization; Chief Executive Office          10

     4.4     Equipment                                                     10

     4.5     Farm Products                                                 10

     4.6     Investment Property                                           10

     4.7     Receivables                                                   11

     4.8     Intellectual Property                                         11

SECTION 5.      COVENANTS . . . . . . . . . . . . . . . . . . . . . . . .  12

     5.1     Delivery of Instruments, Certificated Securities and Chattel
               Paper                                                       12

     5.2     Maintenance of Insurance                                      12

     5.3     Payment of Obligations                                        13

     5.4     Maintenance of Perfected Security Interest; Further
               Documentation                                               13

     5.5     Changes in Locations, Name, etc                               13

     5.6     Notices                                                       14

     5.7     Investment Property                                           14

     5.8     Receivables                                                   15

     5.9     Intellectual Property                                         15

SECTION 6.      REMEDIAL PROVISIONS . . . . . . . . . . . . . . . . . . .  17

     6.1     Certain Matters Relating to Receivables                       17

     6.2     Communications with Obligors; Grantors Remain Liable          18

     6.3     Pledged Stock                                                 18

     6.4     Proceeds to be Turned Over To Administrative Agent            19

     6.5     Application of Proceeds                                       19

     6.6     Code and Other Remedies                                       20

     6.7     Sale of Pledged Stock                                         20

     6.8     Deficiency                                                    21

SECTION 7.      THE ADMINISTRATIVE AGENT . . . . . . . . . . . . . . . . . 21

     7.1     Administrative Agent's  Appointment as Attorney-in-Fact, etc  21

     7.2     Duty of Administrative Agent                                  23

     7.3     Execution of Financing Statements                             23

     7.4     Authority of Administrative Agent                             23

SECTION 8.      MISCELLANEOUS  . . . . . . . . . . . . . . . . . . . . . . 23

     8.1     Amendments in Writing                                         23

     8.2     Notices                                                       24

     8.3     No Waiver by Course of Conduct; Cumulative Remedies           24

     8.4     Enforcement Expenses; Indemnification                         24

     8.5     Successors and Assigns                                        24

     8.6     Set-Off                                                       25

     8.7     Counterparts                                                  25

     8.8     Severability                                                  25

     8.9     Section Headings                                              25

     8.10    Integration                                                   25

     8.11    GOVERNING LAW                                                 25

     8.12    Submission To Jurisdiction; Waivers                           26

     8.13    Acknowledgements                                              26

     8.14    Additional Grantors                                           26

     8.15    Releases                                                      27

     8.16    WAIVER OF JURY TRIAL                                          27




SCHEDULES

Schedule 1	Notice Addresses
Schedule 2	Investment Property
Schedule 3	Perfection Matters
Schedule 4	Jurisdictions of Organization and Chief Executive Offices
Schedule 5	Equipment Locations
Schedule 6	Intellectual Property




                     GUARANTEE AND COLLATERAL AGREEMENT

     GUARANTEE AND COLLATERAL AGREEMENT, dated as of July 19, 2001, made by
each of the signatories hereto (together with any other entity that may
become a party hereto as provided herein, the "Grantors"), in favor of THE
CHASE MANHATTAN BANK, as Administrative Agent (in such capacity, the
"Administrative Agent") for the banks and other financial institutions or
entities (the "Lenders") from time to time parties to the Credit Agreement,
dated as of July 19, 2001 (as amended, supplemented or otherwise modified
from time to time, the "Credit Agreement"), among INTERSTATE BAKERIES
CORPORATION, a Delaware corporation ("Holdings"), INTERSTATE BRANDS
CORPORATION, a Delaware corporation ("Brands"), INTERSTATE BRANDS WEST
CORPORATION, a Delaware corporation ("Brands West"; each of Brands and Brands
West, a "Borrower" and, together, the "Borrowers"), the Lenders, THE BANK OF
NOVA SCOTIA, BNP PARIBAS, COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK
B.A. "RABOBANK INTERNATIONAL", NEW YORK BRANCH, and SUNTRUST BANK, as the Co-
Documentation Agents, BANK OF AMERICA, N.A., as the Syndication Agent, and
the Administrative Agent.

                             W I T N E S S E T H:

     WHEREAS, pursuant to the Credit Agreement, the Lenders have severally
agreed to make extensions of credit to the Borrowers upon the terms and
subject to the conditions set forth therein;

     WHEREAS, the Borrowers are members of an affiliated group of companies
that includes each other Grantor;

     WHEREAS, the proceeds of the extensions of credit under the Credit
Agreement will be used in part to enable the Borrowers to make valuable
transfers to one or more of the other Grantors in connection with the
operation of their respective businesses;

     WHEREAS, the Borrowers and the other Grantors are engaged in related
businesses, and each Grantor will derive substantial direct and indirect
benefit from the making of the extensions of credit under the Credit
Agreement; and

     WHEREAS, it is a condition precedent to the obligation of the Lenders to
make their respective extensions of credit to the Borrowers under the Credit
Agreement that the Grantors shall have executed and delivered this Agreement
to the Administrative Agent for the ratable benefit of the Lenders;

     NOW, THEREFORE, in consideration of the premises and to induce the
Administrative Agent and the Lenders to enter into the Credit Agreement and
to induce the Lenders to make their respective extensions of credit to the
Borrowers thereunder, each Grantor hereby agrees with the Administrative
Agent, for the ratable benefit of the Lenders, as follows:


                             SECTION 1.  DEFINED TERMS

     1.1.  Definitions  (a)  Unless otherwise defined herein, terms defined in
the Credit Agreement and used herein shall have the meanings given to them in
the Credit Agreement, and the following terms are used herein as defined
in the New York UCC:  Accounts, Certificated Security, Chattel Paper,
Documents, Equipment, Farm Products, Instruments and Inventory.

     (b)  The following terms shall have the following meanings:

     "Agreement":  this Guarantee and Collateral Agreement, as the same may
be amended, supplemented or otherwise modified from time to time.

     "Borrower Obligations":  the collective reference to the unpaid
principal of and interest on the Loans and Reimbursement Obligations and all
other obligations and liabilities of the Borrowers (including, without
limitation, interest accruing at the then applicable rate provided in the
Credit Agreement after the maturity of the Loans and Reimbursement
Obligations and interest accruing at the then applicable rate provided in the
Credit Agreement after the filing of any petition in bankruptcy, or the
commencement of any insolvency, reorganization or like proceeding, relating
to either Borrower, whether or not a claim for post-filing or post-petition
interest is allowed in such proceeding) to the Administrative Agent or any
Lender (or, in the case of any Lender Hedge Agreement, any Affiliate of any
Lender), whether direct or indirect, absolute or contingent, due or to become
due, or now existing or hereafter incurred, which may arise under, out of, or
in connection with, the Credit Agreement, this Agreement, the other Loan
Documents, any Letter of Credit, any Lender Hedge Agreement or any other
document made, delivered or given in connection with any of the foregoing, in
each case whether on account of principal, interest, reimbursement
obligations, fees, indemnities, costs, expenses or otherwise (including,
without limitation, all fees and disbursements of counsel to the
Administrative Agent or to the Lenders that are required to be paid by the
Borrowers pursuant to the terms of any of the foregoing agreements).

     "Brands": as defined in the preamble.

     "Brands West": as defined in the preamble.

     "Collateral":  as defined in Section 3.

     "Collateral Account":  any collateral account established by the
Administrative Agent as provided in Section 6.1 or 6.4.

     "Copyrights":  (i) all copyrights arising under the laws of the United
States, any other country or any political subdivision thereof, whether
registered or unregistered and whether published or unpublished (including,
without limitation, those material copyrights listed in Schedule 6), all
registrations and recordings thereof, and all applications in connection
therewith, including, without limitation, all registrations, recordings and
applications in the United States Copyright Office, and (ii) the right to
obtain all renewals thereof.

     "Copyright Licenses":  any written agreement naming any Grantor as
licensor or licensee (including, without limitation, those licenses affecting
material copyrights listed in Schedule 6), granting any right under any
Copyright, including, without limitation, the grant of rights to reproduce,
copy, distribute, exploit, perform, display and create derivative works from,
any Copyright.

     "Deposit Account":  as defined in the Uniform Commercial Code of any
applicable jurisdiction and, in any event, including, without limitation, any
demand, time, savings, passbook or like account maintained with a depositary
institution.

     "Foreign Subsidiary":  any material Subsidiary organized under the laws
of any jurisdiction outside the United States of America.

     "Foreign Subsidiary Voting Stock":  the voting Capital Stock of any
Foreign Subsidiary.

     "General Intangibles":  all "general intangibles" as such term is
defined in Section 9-102(a)(42) of the New York UCC and, in any event,
including, without limitation, with respect to any Grantor, all contracts,
agreements, instruments and indentures in any form, and portions thereof, to
which such Grantor is a party or under which such Grantor has any right,
title or interest or to which such Grantor or any property of such Grantor is
subject, as the same may from time to time be amended, supplemented or
otherwise modified, including, without limitation, (i) all rights of such
Grantor to receive moneys due and to become due to it thereunder or in
connection therewith, (ii) all rights of such Grantor to damages arising
thereunder and (iii) all rights of such Grantor to perform and to exercise
all remedies thereunder, in each case to the extent the terms thereof (after
giving effect to any consent that has been obtained, it being understood that
such Grantor is not obligated to obtain any such consent) do not prohibit the
grant by such Grantor of a security interest pursuant to this Agreement in
its right, title and interest therein without the consent of any other party
thereto and do not give any other party thereto the right to terminate its
obligations thereunder; provided, that the foregoing limitation shall not
affect, limit, restrict or impair the grant by such Grantor of a security
interest pursuant to this Agreement in any Receivable or any money or other
amounts due or to become due or other right to payment under any such
contract, agreement, instrument or indenture.

     "Grantor": as defined in the preamble.

     "Guarantor Obligations":  with respect to any Guarantor, all obligations
and liabilities of such Guarantor which may arise under or in connection with
this Agreement (including, without limitation, Section 2) or any other Loan
Document to which such Guarantor is a party, in each case whether on account
of guarantee obligations, reimbursement obligations, fees, indemnities,
costs, expenses or otherwise (including, without limitation, all fees and
disbursements of counsel to the Administrative Agent or to the Lenders that
are required to be paid by such Guarantor pursuant to the terms of this
Agreement or any other Loan Document).

     "Guarantors":  the collective reference to each Grantor other than the
Borrowers; provided that each Borrower shall be a "Guarantor" of the other
Borrower's Borrower Obligations.

     "Holdings": as defined in the preamble.

     "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, the Copyrights, the Copyright Licenses, the Patents, the
Patent Licenses, the Trademarks and the Trademark Licenses, 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.

     "Intercompany Note":  any promissory note evidencing loans made by any
Grantor to Holdings or any of its Subsidiaries.

     "Investment Property":  the collective reference to (i) all "investment
property" as such term is defined in Section 9-102(a)(49) of the New York UCC
(other than any Foreign Subsidiary Voting Stock excluded from the definition
of "Pledged Stock") and (ii) whether or not constituting "investment
property" as so defined, all Pledged Notes and all Pledged Stock.

     "Issuers":  the collective reference to each issuer of any Investment
Property.

     "Lender Hedge Agreements":  all Hedge Agreements entered into by either
Borrower with any Lender (or any Affiliate of any Lender).

     "Material Trademarks":  as defined in Section 4.8(a).

     "New York UCC":  the Uniform Commercial Code as from time to time in
effect in the State of New York.

     "Obligations":  (i) in the case of each Borrower, its Borrower
Obligations, and (ii) in the case of each Guarantor, its Guarantor
Obligations.

     "Patents":  (i) all letters patent of the United States, any other
country or any political subdivision thereof, and all reissues and extensions
thereof, including, without limitation, the material letters patent, and
reissues and extensions thereof, listed in Schedule 6, (ii) all applications
for letters patent of the United States or any other country and all
divisions, continuations and continuations-in-part thereof, including,
without limitation, the material applications for letters patent, and
divisions, continuations and continuations-in-part thereof, listed in
Schedule 6, and (iii) all rights to obtain any reissues or extensions of the
foregoing.

     "Patent License":  all agreements, whether written or oral, providing
for the grant by or to any Grantor of any right to manufacture, use or sell
any invention covered in whole or in part by a Patent, including, without
limitation, the material patent licenses listed in Schedule 6.

     "Pledged Notes":  all promissory notes listed on Schedule 2, all
Intercompany Notes at any time issued to any Grantor and all other promissory
notes issued to or held by any Grantor (other than promissory notes issued in
connection with extensions of trade credit by any Grantor in the ordinary
course of business).

     "Pledged Stock":  the shares of Capital Stock listed on Schedule 2,
together with any other shares, stock certificates, options, interests or
rights of any nature whatsoever in respect of the Capital Stock of any Person
(other than a non-material Subsidiary) that may be issued or granted to, or
held by, any Grantor while this Agreement is in effect; provided that in no
event shall more than 66% of the total outstanding Foreign Subsidiary Voting
Stock of any Foreign Subsidiary be required to be pledged hereunder.

     "Proceeds":  all "proceeds" as such term is defined in Section 9-
102(a)(64) of the New York UCC and, in any event, shall include, without
limitation, all dividends or other income from the Investment Property,
collections thereon or distributions or payments with respect thereto.

     "Receivable":  any right to payment for goods sold or leased or for
services rendered, whether or not such right is evidenced by an Instrument or
Chattel Paper and whether or not it has been earned by performance
(including, without limitation, any Account).

     "Securities Act":  the Securities Act of 1933, as amended.

     "Trademarks":  (i) all trademarks, trade names, brand names, corporate
names, company names, business names, fictitious business names, trade
styles, service marks, logos, domain names and other source or business
identifiers, and all goodwill associated therewith, now existing or hereafter
adopted or acquired, all registrations and recordings thereof, and all
applications in connection therewith, whether in the United States Patent and
Trademark Office or in any similar office or agency of the United States, any
State thereof or any other country or any political subdivision thereof, or
otherwise, and all common-law rights related thereto, including, without
limitation, the material trademarks listed on Schedule 6, and (ii) the right
to obtain all renewals thereof.

     "Trademark License":  any agreement, whether written or oral, providing
for the grant by or to any Grantor of any right to use or reproduce any
Trademark, including, without limitation, the licenses for material
trademarks listed in Schedule 6.

     "Vehicles":  all cars, trucks, trailers, construction and earth moving
equipment and other vehicles covered by a certificate of title law of any
state and, in any event including, without limitation, all tires and other
appurtenances to any of the foregoing.

     1.2  Other Definitional Provisions.  (a)  The words "hereof," "herein",
"hereto" 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 and
Schedule references are to this Agreement unless otherwise specified.

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

     (c)  Where the context requires, terms relating to the Collateral or any
part thereof, when used in relation to a Grantor, shall refer to such
Grantor's Collateral or the relevant part thereof.

                              SECTION 2.  GUARANTEE

     2.1  Guarantee.  (a)  Each of the Guarantors hereby, jointly and
severally, unconditionally and irrevocably, guarantees to the Administrative
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 Borrowers when due (whether at the stated maturity, by
acceleration or otherwise) of the Borrower 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 2.2).

     (c)  Each Guarantor agrees that the Borrower 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 2 or
affecting the rights and remedies of the Administrative Agent or any Lender
hereunder.

     (d)  The guarantee contained in this Section 2 shall remain in full
force and effect until all the Borrower Obligations and the obligations of
each Guarantor under the guarantee contained in this Section 2 shall have
been satisfied by payment in full, no Letter of Credit shall be outstanding
and the Commitments shall be terminated, notwithstanding that from time to
time during the term of the Credit Agreement the Borrowers may be free from
any Borrower Obligations.

     (e)  No payment made by either Borrower, any of the Guarantors, any
other guarantor or any other Person or received or collected by the
Administrative Agent or any Lender from either 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 Borrower 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 Borrower
Obligations or any payment received or collected from such Guarantor in
respect of the Borrower Obligations), remain liable for the Borrower
Obligations up to the maximum liability of such Guarantor hereunder until the
Borrower Obligations are paid in full, no Letter of Credit shall be
outstanding and the Commitments are terminated

     2.2  Right of Contribution.  Each Subsidiary Guarantor hereby agrees that
to the extent that a Subsidiary Guarantor (other than the Borrowers) shall
have paid more than its proportionate share of any payment made hereunder,
such Subsidiary Guarantor shall be entitled to seek and receive contribution
from and against any other Subsidiary Guarantor hereunder which has not paid
its proportionate share of such payment.  Each Subsidiary Guarantor's right of
contribution shall be subject to the terms and conditions of Section 2.3.
The provisions of this Section 2.2 shall in no respect limit the obligations
and liabilities of any Subsidiary Guarantor to the Administrative Agent and
the Lenders, and each Subsidiary Guarantor shall remain liable to the
Administrative Agent and the Lenders for the full amount guaranteed by such
Subsidiary Guarantor hereunder.

     2.3  No Subrogation.  Notwithstanding any payment made by any Guarantor
hereunder or any set-off or application of funds of any Guarantor by the
Administrative Agent or any Lender, no Guarantor shall be entitled to be
subrogated to any of the rights of the Administrative Agent or any Lender
against either Borrower or any other Guarantor or any collateral security
or guarantee or right of offset held by the Administrative Agent or any
Lender for the payment of the Borrower Obligations, nor shall any Guarantor
seek or be entitled to seek any contribution or reimbursement from either
Borrower or any other Guarantor in respect of payments made by such
Guarantor hereunder, until all amounts owing to the Administrative
Agent and the Lenders by the Borrowers on account of
the Borrower 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 Borrower Obligations shall not have been paid in full, such amount
shall be held by such Guarantor in trust for the Administrative Agent and the
Lenders, segregated from other funds of such Guarantor, and shall, forthwith
upon receipt by such Guarantor, be turned over to the Administrative Agent in
the exact form received by such Guarantor (duly indorsed by such Guarantor to
the Administrative Agent, if required), to be applied against the Borrower
Obligations, whether matured or unmatured, in such order as the
Administrative Agent may determine.

     2.4  Amendments, etc. with respect to the Borrower 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
Borrower Obligations made by the Administrative Agent or any Lender may be
rescinded by the Administrative Agent or such Lender and any of the Borrower
Obligations continued, and the Borrower 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 the
Administrative Agent or any Lender, and the Credit Agreement and the other
Loan Documents and any other documents executed and delivered in connection
therewith may be amended, modified, supplemented or terminated, in whole or
in part, as the Administrative Agent (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 the Administrative
Agent or any Lender for the payment of the Borrower Obligations may be sold,
exchanged, waived, surrendered or released.  Neither the Administrative Agent
nor any Lender shall have any obligation to protect, secure, perfect or
insure any Lien at any time held by it as security for the Borrower
Obligations or for the guarantee contained in this Section 2 or any property
subject thereto.

     2.5  Guarantee Absolute and Unconditional.  Each Guarantor waives any
and all notice of the creation, renewal,
extension or accrual of any of the Borrower Obligations and notice of or
proof of reliance by the Administrative Agent or any Lender upon the
guarantee contained in this Section 2 or acceptance of the guarantee
contained in this Section 2; the Borrower 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 2; and all dealings between either Borrower and any
of the Guarantors, on the one hand, and the Administrative Agent 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 2.  Each Guarantor waives diligence, presentment, protest, demand for
payment and notice of default or nonpayment to or upon either Borrower or any
of the Guarantors with respect to the Borrower Obligations.  Each Guarantor
understands and agrees that the guarantee contained in this Section 2 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 Borrower 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 the Administrative 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 either Borrower or any other Person against the Administrative Agent or
any Lender, or (c) any other circumstance whatsoever (with or without notice
to or knowledge of such Borrower or such Guarantor) which constitutes, or
might be construed to constitute, an equitable or legal discharge of either
Borrower for the Borrower Obligations, or of such Guarantor under the
guarantee contained in this Section 2, in bankruptcy or in any other
instance.  When making any demand hereunder or otherwise pursuing its rights
and remedies hereunder against any Guarantor, the Administrative 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 either
Borrower, any other Guarantor or any other Person or against any collateral
security or guarantee for the Borrower Obligations or any right of offset
with respect thereto, and any failure by the Administrative Agent or any
Lender to make any such demand, to pursue such other rights or remedies or to
collect any payments from either 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 either 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
the Administrative Agent or any Lender against any Guarantor.  For the
purposes hereof "demand" shall include the commencement and continuance of
any legal proceedings.

     2.6  Reinstatement.  The guarantee contained in this Section 2 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 Borrower Obligations is rescinded
or must otherwise be restored or returned by the Administrative Agent or any
Lender upon the insolvency, bankruptcy, dissolution, liquidation or
reorganization of either 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, either Borrower or any Guarantor or any substantial part
of its property, or otherwise, all as though such payments had not been made.

     2.7  Payments.  Each Guarantor hereby guarantees that payments hereunder
will be paid to the Administrative Agent without set-off or counterclaim
in Dollars at the Funding Office.

                      SECTION 3.  GRANT OF SECURITY INTEREST

     Each Grantor hereby assigns and transfers to the Administrative Agent,
and hereby grants to the Administrative Agent, for the ratable benefit of the
Lenders, a security interest in, all of the following property now owned or
at any time hereafter acquired by such Grantor or in which such Grantor now
has or at any time in the future may acquire any right, title or interest
(collectively, the "Collateral"), as collateral security for the prompt and
complete payment and performance when due (whether at the stated maturity, by
acceleration or otherwise) of the Obligations:

          (a)  all Accounts;

          (b)  all Chattel Paper;

          (c)  all Deposit Accounts;

          (d)  all Documents;

          (e)  all Equipment;

          (f)  all General Intangibles;

          (g)  all Instruments;

          (h)  all Intellectual Property;

          (i)  all Investment Property;

          (j)  all other personal property not otherwise described above and
not otherwise specifically excluded herein;

          (k)  all books and records pertaining to the Collateral; and

          (l)  to the extent not otherwise included, all Proceeds and
products of any and all of the foregoing and all collateral security and
guarantees given by any Person with respect to any of the foregoing.

Notwithstanding the foregoing, "Collateral" shall not include (i) Inventory,
(ii) Vehicles or (iii) any "Excluded Property" (as defined below) until such
time, if any, as the prohibitions causing such property to be Excluded
Property have terminated (howsoever occurring).  Upon such termination the
Administrative Agent will be deemed to have, and at all times from and after
the date hereof to have had, a security interest in such Excluded Property
and the relevant Grantor shall take any and all actions necessary or
advisable in the reasonable judgment of the Administrative Agent to perfect
such security interest and to create a first priority perfected security
interest in favor of the Administrative Agent (subject to Liens permitted by
Section 7.3 of the Credit Agreement).  As used herein, the term "Excluded
Property" means (a) any permit, lease, license, agreement, contract or other
general intangible of any Grantor that validly prohibits the creation by such
Grantor of a security interest therein and (b) any permit, lease, license,
agreement, contract or other general intangible of such Grantor to the extent
that any requirement of law applicable thereto validly prohibits the creation
by such Grantor of a security interest therein, in each case other than (i)
the right to receive any payment of money (including, without limitation,
general intangibles for money due or to become due) in respect of such
permit, lease, license, agreement, contract or other general intangible and
(ii) any proceeds, products, offspring, accessions, rents, profits, income,
benefits, substitutions or replacements of any permit, lease, license,
agreement, contract or other general intangible (unless such proceeds,
products, offspring, accessions, rents, profits, income, benefits,
substitutions or replacements would itself constitute Excluded Property).

                   SECTION 4.  REPRESENTATIONS AND WARRANTIES

     To induce the Administrative Agent and the Lenders to enter into the
Credit Agreement and to induce the Lenders to make their respective
extensions of credit to the Borrowers thereunder, each Grantor hereby
represents and warrants to the Administrative Agent and each Lender that:

     4.1  Title; No Other Liens.  Except for the security interest granted
to the Administrative Agent for the ratable benefit of the Lenders pursuant
to this Agreement and the other Liens permitted to exist on the Collateral
by the Credit Agreement, such Grantor owns, leases or has valid rights to its
respective items of the Collateral free and clear of any and all Liens or
claims of others.  No financing statement or other public notice with respect
to all or any part of the Collateral is on file or of record in any public
office, except such as have been filed in favor of the Administrative Agent,
for the ratable benefit of the Lenders, pursuant to this Agreement or as are
permitted by the Credit Agreement.

     4.2  Perfected First Priority Liens.  The security interests granted
pursuant to this Agreement (a) upon completion of the filings and other
actions specified on Schedule 3 (which, in the case of all filings and other
documents referred to on said Schedule, have been delivered to the
Administrative Agent in completed and duly executed form) will constitute
valid perfected security interests in all of
the Collateral covered and perfected by filing pursuant to Article 9 of the
New York UCC in favor of the Administrative Agent, for the ratable benefit of
the Lenders, as collateral security for such Grantor's Obligations,
enforceable in accordance with the terms hereof against all creditors of such
Grantor and any Persons purporting to purchase any Collateral from such
Grantor and (b) are prior to all other Liens on the Collateral in existence
on the date hereof except for unrecorded Liens permitted by the Credit
Agreement which have priority over the Liens on the Collateral by operation
of law and other Liens permitted by the Credit Agreement.

     4.3  Jurisdiction of Organization; Chief Executive Office.  On the date
hereof, such Grantor's jurisdiction of organization and the
location of such Grantor's chief executive office or sole place of business
are specified on Schedule 4.

     4.4  Equipment.  On the date hereof, Equipment (other than mobile goods)
is kept at the locations listed on Schedule 5.

     4.5  Farm Products.  None of the Collateral constitutes, or is the
Proceeds of, Farm Products.

     4.6  Investment Property.  (a)  The shares of Pledged Stock pledged by
such Grantor hereunder constitute all the issued and outstanding shares of
all classes of the Capital Stock of each Issuer of such Pledged Stock owned
by such Grantor (except any Capital Stock which as of the date hereof by its
terms or by the terms of any shareholders' or similar agreement may not be
pledged) or, in the case of Foreign Subsidiary Voting Stock, if less, 66%
of the outstanding Foreign Subsidiary Voting Stock of each relevant Issuer.

     (b)  All the shares of the Pledged Stock have been duly and validly
issued and are fully paid and nonassessable.

     (c)  Each of the Pledged Notes constitutes the legal, valid and binding
obligation of the obligor with respect thereto, enforceable in accordance
with its terms, subject to the effects of bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium and other similar laws relating to or
affecting creditors' rights generally, general equitable principles (whether
considered in a proceeding in equity or at law) and an implied covenant of
good faith and fair dealing.

     (d)  Such Grantor is the record and beneficial owner of, and has good
and marketable title to, the Investment Property pledged by it hereunder,
free of any and all Liens or options in favor of, or claims of, any other
Person, except the security interest created by this Agreement and other
Liens permitted by the Credit Agreement.

     4.7  Receivables.  (a)  No amount payable to such Grantor under or in
connection with any material Receivable is evidenced by any Instrument or
Chattel Paper which has not been delivered to the Administrative Agent;
provided, that this sentence is not intended to require the delivery of
ordinary course records and payment instructions; provided, further, that
this sentence is not intended to require the delivery of any individual
Instrument or Chattel Paper in an amount up to $1,000,000; provided,
further, that the delivery to the Administrative Agent of the promissory
note in the amount of $3,000,000 issued, jointly and severally, by Chicago
Baking Company and Lewis Brothers Bakeries Incorporated and payable to
Interstate Brands Corporation on January 17, 2002 shall not be required.
Notwithstanding the foregoing, Instruments and Chattel Paper which have
not been delivered to the Administrative Agent shall at no time exceed
$10,000,000 in the aggregate.

     (b)  The amounts represented by such Grantor to the Secured Parties from
time to time as owing to such Grantor in respect of the Receivables
constituting Collateral hereunder, taken as a whole, will at such times be
accurate in all material respects.

     4.8  Intellectual Property.  (a)  Schedule 6 lists all material
Intellectual Property owned by such Grantor in its own name on the date
hereof.  On the date hereof, the Intellectual Property listed on Schedule
6 includes, at a minimum, Trademarks used in the marketing of products
which generate at least 65% of the net sales of Holdings and its
Subsidiaries (the "Material Trademarks").  As
indicated on said Schedule 6, on the date hereof, the Grantors do not own any
Patents or registered Copyrights which individually or collectively are
material to the consolidated business, operations or financial condition of
Holdings and its Subsidiaries.

     (b)  On the date hereof, all material Intellectual Property (including,
without limitation, the Material Trademarks) is valid, subsisting, unexpired
and enforceable, has not been abandoned and does not infringe the
intellectual property rights of any other Person.

     (c)  Except as set forth in Schedule 6, on the date hereof, none of the
material Intellectual Property (including, without limitation, the Material
Trademarks) is the subject of any licensing or franchise agreement pursuant
to which such Grantor is the licensor or franchisor.

     (d)  No holding, decision or judgment has been rendered by any
Governmental Authority which would limit, cancel or question the validity of,
or such Grantor's rights in, any Intellectual Property in any respect that
would reasonably be expected to have a Material Adverse Effect.

     (e)  No action or proceeding is pending, or, to the knowledge of such
Grantor, threatened, on the date hereof (i) seeking to limit, cancel or
question the validity of any material Intellectual Property (including,
without limitation, the Material Trademarks) or such Grantor's ownership
interest therein, or (ii) which, if adversely determined, would have a
material adverse effect on the value of any material Intellectual Property
(including, without limitation, the Material Trademarks).

                            SECTION 5.  COVENANTS

     Each Grantor covenants and agrees with the Administrative Agent and the
Lenders that, from and after the date of this Agreement until the Obligations
shall have been paid in full, no Letter of Credit shall be outstanding and
the Commitments shall have terminated:

     5.1  Delivery of Instruments, Certificated Securities and Chattel Paper.
If any material amount payable under or in connection with any of the
Collateral shall be or become evidenced by any Instrument, Certificated
Security or Chattel Paper, such Instrument, Certificated Security or Chattel
Paper shall be immediately delivered to the Administrative Agent, duly
indorsed in a manner satisfactory to the Administrative Agent, to be held as
Collateral pursuant to this Agreement; provided, that this sentence is not
intended to require the delivery of ordinary course records and payment
instructions; provided, further, that this sentence is not intended to
require the delivery of any individual Instrument, Certificated Security or
Chattel Paper in an amount up to $1,000,000.  Notwithstanding the foregoing,
Instruments, Certificated Securities or Chattel Paper which have not been
delivered to the Administrative Agent shall at no time exceed $10,000,000 in
the aggregate.

     5.2  Maintenance of Insurance.  (a)  Such Grantor will maintain,
with financially sound and reputable companies, insurance policies (i) insuring
the Equipment against such risks and in such amounts as are usually insured
against in the same general area by companies engaged in the same or a
substantially similar business and (ii) to the extent requested by the
Administrative Agent, insuring such Grantor,
the Administrative Agent and the Lenders against liability for personal
injury and property damage relating to such Equipment, such policies to be in
such form and amounts as are usually insured against in the same general area
by companies engaged in the same or a substantially similar 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 Administrative Agent of written
notice thereof, (ii) name the Administrative Agent as insured party or loss
payee, (iii) if reasonably requested by the Administrative Agent, include a
breach of warranty clause and (iv) be reasonably satisfactory in all other
respects to the Administrative Agent.

     (c)  Holdings shall deliver from time to time to the Administrative
Agent and the Lenders a certificate of a reputable insurance broker with
respect to such insurance upon the Administrative Agent's reasonable request
therefor.

     5.3  Payment of Obligations.  Such Grantor will pay and discharge or
otherwise satisfy at or before maturity or before they become delinquent,
as the case may be, all taxes, assessments and governmental charges or
levies imposed upon the Collateral or in respect of income or profits
therefrom, except that no such charge need be
paid if the amount or validity thereof is currently being contested in good
faith by appropriate proceedings, reserves in conformity with GAAP with
respect thereto have been provided on the books of such Grantor and such
proceedings would not reasonably be expected to result in the sale,
forfeiture or loss of any material portion of the Collateral or any interest
therein.

     5.4  Maintenance of Perfected Security Interest; Further Documentation.
Such Grantor shall maintain the security interest created by this
Agreement as a perfected security interest having at least the priority
described in Section 4.2 and shall defend such security interest against the
claims and demands of all Persons whomsoever, subject to Liens permitted by
the Credit Agreement.

     (a)  Such Grantor will furnish to the Administrative Agent and the
Lenders from time to time statements and schedules further identifying and
describing the assets and property of such Grantor and such other reports in
connection therewith as the Administrative Agent may reasonably request, all
in reasonable detail.

     (b)  At any time and from time to time, upon the written request of the
Administrative Agent, and at the sole expense of such Grantor, such Grantor
will promptly and duly execute and deliver, and have recorded, such further
instruments and documents and take such further actions as the Administrative
Agent may reasonably request for the purpose of obtaining or preserving the
full benefits of this Agreement and of the rights and powers herein granted,
including, without limitation, (i) filing any financing or continuation
statements under the Uniform Commercial Code (or other similar laws) in
effect in any jurisdiction with respect to the security interests created
hereby, and (ii) if reasonably requested by the Administrative Agent, in the
case of Investment Property, Deposit Accounts and any other relevant
Collateral, taking any actions necessary to enable the Administrative Agent
to obtain "control" (within the meaning of the applicable Uniform Commercial
Code) with respect thereto.

     5.5  Changes in Locations, Name, etc.  Such Grantor will not,
except upon 15 days' prior written notice to the Administrative
Agent and delivery to the Administrative Agent of (a) all
additional executed financing statements and other documents reasonably
requested by the Administrative Agent to maintain the validity, perfection
and priority of the security interests provided for herein and (b) if
applicable, a written supplement to Schedule 5 showing any additional
location at which Equipment shall be kept:

     (i)  permit any of the Equipment (other than mobile goods) to be kept at
a location other than those listed on Schedule 5 if such change in location,
individually or in the aggregate, would be reasonably expected to impair the
validity, perfection or priority of any of the security interests provided
for herein;

    (ii)  change its jurisdiction of organization or the location of its
chief executive office or sole place of business from that referred to in
Section 4.3; or

   (iii)  change its name, identity or corporate or other organizational
structure to such an extent that any financing statement filed by the
Administrative Agent in connection with this Agreement would become
materially misleading.

     5.6  Notices.  Such Grantor will advise the Administrative Agent
and the Lenders promptly, in reasonable detail, of:

     (a)  any Lien (other than security interests created hereby or Liens
permitted under the Credit Agreement) on any of the Collateral which would
adversely affect the ability of the Administrative Agent to exercise any of
its remedies hereunder; and

     (b)  of the occurrence of any other event which would reasonably be
expected to have a material adverse effect on the aggregate value of the
Collateral or on the security interests created hereby.

     5.7  Investment Property.  (a)  If such Grantor shall become entitled
to receive or shall receive any certificate (including, without limitation,
any certificate representing a dividend or a distribution in connection
with any reclassification, increase or reduction of capital or any
certificate issued in connection with any reorganization), option or
rights in respect of the Capital Stock of any Issuer of Pledged Stock,
whether in addition to, in substitution of, as a
conversion of, or in exchange for, any shares of the Pledged Stock, or
otherwise in respect thereof, such Grantor shall accept the same as the agent
of the Administrative Agent and the Lenders, hold the same in trust for the
Administrative Agent and the Lenders and deliver the same forthwith to the
Administrative Agent in the exact form received, duly indorsed by such
Grantor to the Administrative Agent, if required, together with an undated
stock power covering such certificate duly executed in blank by such Grantor
and with, if the Administrative Agent so requests, signature guaranteed, to
be held by the Administrative Agent, subject to the terms hereof, as
additional collateral security for the Obligations.  Any sums paid upon or in
respect of the Investment Property upon the liquidation or dissolution of any
Issuer shall be paid over to the Administrative Agent to be held by it
hereunder as additional collateral security for the Obligations, and in case
any distribution of capital shall be made on or in respect of the Investment
Property or any property shall be distributed upon or with respect to the
Investment Property pursuant to the recapitalization or reclassification of
the capital of any Issuer or pursuant to the reorganization thereof, the
property so distributed shall, unless otherwise subject to a perfected
security interest in favor of the Administrative Agent, be delivered to the
Administrative Agent to be held by it hereunder as additional collateral
security for the Obligations.  If any sums of money or property so paid or
distributed in respect of the Investment Property shall be received by such
Grantor, such Grantor shall, until such money or property is paid or
delivered to the Administrative Agent, hold such money or property in trust
for the Administrative Agent and the Lenders, segregated from other funds of
such Grantor, as additional collateral security for the Obligations.

     (b)  Without the prior written consent of the Administrative Agent, such
Grantor will not (i) vote to enable, or take any other action to permit, any
Issuer to issue any Capital Stock of any nature or to issue any other
securities convertible into or granting the right to purchase or exchange for
any Capital Stock of any nature of any Issuer, (ii) sell, assign, transfer,
exchange, or otherwise dispose of, or grant any option with respect to, the
Investment Property or Proceeds thereof (except pursuant to a transaction
expressly permitted by the Credit Agreement), (iii) create, incur or permit
to exist any Lien or option in favor of, or any claim of any Person with
respect to, any of the Investment Property or Proceeds thereof, or any
interest therein, except for the security interests created by this Agreement
and Liens permitted by the Credit Agreement or (iv) enter into any agreement
or undertaking restricting the right or ability of such Grantor or the
Administrative Agent to sell, assign or transfer any of the Investment
Property or Proceeds thereof.

     (c)  In the case of each Grantor which is an Issuer, such Issuer agrees
that (i) it will be bound by the terms of this Agreement relating to the
Investment Property issued by it and will comply with such terms insofar as
such terms are applicable to it, (ii) it will notify the Administrative Agent
promptly in writing of the occurrence of any of the events described in
Section 5.7(a) with respect to the Investment Property issued by it and (iii)
the terms of Sections 6.3(c) and 6.7 shall apply to it, mutatis mutandis,
with respect to all actions that may be required of it pursuant to Section
6.3(c) or 6.7 with respect to the Investment Property issued by it.

     5.8  Receivables.  (a)  Other than in the ordinary course of business
consistent with its past practice, such Grantor will not (i) grant any
extension of the time of payment of any material Receivable, (ii) compromise
or settle any material Receivable for less than the full amount thereof,
(iii) release, wholly or partially, any Person liable for the payment of
any material Receivable, (iv) allow any credit or discount whatsoever on any
material Receivable or (v) amend, supplement or modify any material Receivable
in any manner that would adversely affect the value thereof.

     (b)  Such Grantor will deliver to the Administrative Agent a copy of
each material demand, notice or document received by it that questions or
calls into doubt the validity or enforceability of more than 5% of the
aggregate amount of the then outstanding Receivables.

     (c)  With respect to any material Receivable the obligor of which is a
Governmental Authority, such Grantor will execute any notices or documents
reasonably requested by the Administrative Agent in connection with the
Federal Assignment of Claims Act or similar state statute.

     5.9  Intellectual Property.  (a)  Such Grantor (either itself or
through licensees) will (i) continue to use each material Trademark
(including, without limitation, each Material
Trademark) on each and every trademark class of goods applicable to its
current line as reflected in its current catalogs, brochures and price lists
in order to maintain such material Trademark in full force free from any
claim of abandonment for non-use, (ii) maintain in the ordinary course of
business consistent with past practice the quality of products and services
offered under such material Trademark, (iii) use such material Trademark with
the appropriate notice of registration and all other notices and legends
required by applicable Requirements of Law, (iv) not adopt or use any mark
which is confusingly similar or a colorable imitation of such material
Trademark unless the Administrative Agent, for the ratable benefit of the
Lenders, shall obtain a perfected security interest in such mark pursuant to
this Agreement, and (v) not (and not permit any licensee or sublicensee
thereof to) do any act or omit to do any act whereby such material Trademark
may become invalidated or impaired in any material way.

     (b)  Such Grantor (either itself or through licensees) will not do any
act, or omit to do any act, whereby any material Patent may become forfeited,
abandoned or dedicated to the public.

     (c)  Such Grantor (either itself or through licensees) will not (and
will not permit any licensee to) do any act or omit to do any act whereby any
material Copyrights may become invalidated, impaired or fall into the public
domain.

     (d)  Such Grantor (either itself or through licensees) will not use any
material Intellectual Property to infringe the intellectual property rights
of any other Person.

     (e)  Such Grantor will notify the Administrative Agent and the Lenders
immediately if it knows, or has reason to know, that any application or
registration relating to any material Intellectual Property (including,
without limitation, the Material Trademarks) may become forfeited, abandoned
or dedicated to the public, or of any adverse determination or development
(including, without limitation, the institution of, or any such determination
or development in, any proceeding in the United States Patent and Trademark
Office, the United States Copyright Office or any court or tribunal in any
country) regarding such Grantor's ownership of, or the validity of, any such
material Intellectual Property or such Grantor's right to register the same
or to own and maintain the same.

     (f)  Whenever such Grantor, either by itself or through any agent,
employee, licensee or designee, shall file an application for the
registration of any Intellectual Property with the United States Patent and
Trademark Office, the United States Copyright Office or any similar office or
agency in any other country or any political subdivision thereof, such
Grantor shall report such filing to the Administrative Agent within five
Business Days after the last day of the fiscal quarter in which such filing
occurs.  Upon request of the Administrative Agent, such Grantor shall execute
and deliver, and have recorded, any and all agreements, instruments,
documents, and papers as the Administrative Agent may request to evidence the
Administrative Agent's and the Lenders' security interest in any Copyright,
Patent or Trademark and the goodwill and general intangibles of such Grantor
relating thereto or represented thereby.

     (g)  Such Grantor will take all reasonable and necessary steps,
including, without limitation, in any proceeding before the United States
Patent and Trademark Office, the United States Copyright Office or any
similar office or agency in any other country or any political subdivision
thereof, to maintain and pursue each application (and to obtain the relevant
registration) and to maintain each registration of the material Intellectual
Property (including, without limitation, the Material Trademarks), including,
without limitation, filing of applications for renewal, affidavits of use and
affidavits of incontestability.

     (h)  In the event that any material Intellectual Property is infringed,
misappropriated or diluted by a third party, such Grantor shall (i) take such
actions as such Grantor shall reasonably deem appropriate under the
circumstances to protect such Intellectual Property and (ii) if such
Intellectual Property is of material economic value, promptly notify the
Administrative Agent after it learns thereof and, if reasonably advisable or
appropriate under the circumstances, sue for infringement, misappropriation
or dilution, to seek injunctive relief where appropriate and to recover any
and all damages for such infringement, misappropriation or dilution.

     (i)  The Borrowers will take all reasonable and necessary steps to
ensure that the Trademarks in respect of which filings have been made in the
Patent and Trademark Office shall at all times include Trademarks used in the
marketing of products which generate at least 65% of the net sales of
Holdings and its Subsidiaries (as reflected in the most recent financial
statements of Holdings and its Subsidiaries delivered pursuant to Section 6.1
of the Credit Agreement).  The Borrowers will take all reasonable and
necessary steps to ensure that filings have been made in the Patent and
Trademark Office or the Copyright Office, as applicable, with respect to each
Patent and Copyright which individually is material to the consolidated
business, operations or financial condition of Holdings and its Subsidiaries.

                        SECTION 6.  REMEDIAL PROVISIONS

     6.1  Certain Matters Relating to Receivables.  (a)  At any time after
the occurrence and during the continuance of an Event of Default, the
Administrative Agent shall have the right to make test
verifications of the Receivables in any manner and through any medium that it
reasonably considers advisable, and each Grantor shall furnish all such
assistance and information as the Administrative Agent may reasonably require
in connection with such test verifications.  At any time after the occurrence
and during the continuance of an Event of Default, upon the Administrative
Agent's request and at the expense of the relevant Grantor, such Grantor
shall cause independent public accountants or others satisfactory to the
Administrative Agent to furnish to the Administrative Agent reports showing
reconciliations, aging and test verifications of, and trial balances for, the
Receivables.

     (b)  The Administrative Agent hereby authorizes each Grantor to collect
such Grantor's Receivables, subject to the Administrative Agent's direction
and control, and the Administrative Agent may curtail or terminate said
authority at any time after the occurrence and during the continuance of an
Event of Default.  If required by the Administrative Agent at any time after
the occurrence and during the continuance of an Event of Default, any
payments of Receivables, when collected by any Grantor, (i) shall be
forthwith (and, in any event, within two Business Days) deposited by such
Grantor in the exact form received, duly indorsed by such Grantor to the
Administrative Agent if required, in a Collateral Account maintained under
the sole dominion and control of the Administrative Agent, subject to
withdrawal by the Administrative Agent for the account of the Lenders only as
provided in Section 6.5, and (ii) until so turned over, shall be held by such
Grantor in trust for the Administrative Agent and the Lenders, segregated
from other funds of such Grantor.  If an Event of Default has occurred and is
continuing, each such deposit of Proceeds of Receivables shall be accompanied
by a report identifying in reasonable detail the nature and source of the
payments included in the deposit.

     (c)  At the Administrative Agent's request after the occurrence and
during the continuance of a Default or an Event of Default, each Grantor
shall deliver to the Administrative Agent all original and other documents
evidencing, and relating to, the agreements and transactions which gave rise
to the Receivables, including, without limitation, all original orders,
invoices and shipping receipts.

     6.2  Communications with Obligors; Grantors Remain Liable.
(a)  The Administrative Agent in its own name or in the name of others may
at any time after the occurrence and during the continuance of an Event of
Default communicate with obligors under the Receivables to verify with them
to the Administrative Agent's satisfaction the existence, amount and terms of
any Receivables.

     (b)  Upon the request of the Administrative Agent at any time after the
occurrence and during the continuance of an Event of Default, each Grantor
shall notify obligors on the Receivables that the Receivables have been
assigned to the Administrative Agent for the ratable benefit of the Lenders
and that payments in respect thereof shall be made directly to the
Administrative Agent.

     (c)  Anything herein to the contrary notwithstanding, each Grantor shall
remain liable under each of the Receivables to observe and perform in all
material respects all the conditions and obligations to be observed and
performed by it thereunder, substantially in accordance with the terms of any
agreement giving rise thereto.  Neither the Administrative Agent nor any
Lender shall have any obligation or liability under any Receivable (or any
agreement giving rise thereto) or contract by reason of or arising out of
this Agreement or the receipt by the Administrative Agent or any Lender of
any payment relating thereto, nor shall the Administrative Agent or any
Lender be obligated in any manner to perform any of the obligations of any
Grantor under or pursuant to any Receivable (or any agreement giving rise
thereto) or contract, to make any payment, to make any inquiry as to the
nature or the sufficiency of any payment received by it, to present or file
any claim, to take any action to enforce any performance or to collect the
payment of any amounts which may have been assigned to it or to which it may
be entitled at any time or times.

     6.3  Pledged Stock.  (a)  Unless an Event of Default shall have occurred
and be continuing and the Administrative Agent shall have given notice to the
relevant Grantor of the Administrative Agent's intent to exercise its
corresponding rights pursuant to Section 6.3(b), each Grantor shall be
permitted to receive all cash dividends paid in respect of the Pledged Stock
and all payments made in respect of the Pledged Notes, in each case paid in
the normal course of business of the relevant Issuer and consistent with past
practice, to the extent permitted in the Credit Agreement, and to exercise all
voting and corporate or other organizational rights with respect to the
Investment Property; provided, however, that no vote shall be cast or corporate
or other organizational right exercised or other action taken which, in the
Administrative Agent's reasonable judgment, would impair the Collateral or
which would be inconsistent with or result in any violation of any provision
of the Credit Agreement, this Agreement or any other Loan Document.

     (b)  If an Event of Default shall occur and be continuing and the
Administrative Agent shall give notice of its intent to exercise such rights
to the relevant Grantor or Grantors, (i) the Administrative Agent shall have
the right to receive any and all cash dividends, payments or other Proceeds
paid in respect of the Investment Property and make application thereof to
the Obligations in such order as the Administrative Agent may determine, and
(ii) any or all of the Investment Property shall be registered in the name of
the Administrative Agent or its nominee, and the Administrative Agent or its
nominee may thereafter exercise (x) all voting, corporate and other rights
pertaining to such Investment Property at any meeting of shareholders of the
relevant Issuer or Issuers or otherwise and (y) any and all rights of
conversion, exchange and subscription and any other rights, privileges or
options pertaining to such Investment Property as if it were the absolute
owner thereof (including, without limitation, the right to exchange at its
discretion any and all of the Investment Property upon the merger,
consolidation, reorganization, recapitalization or other fundamental change
in the corporate or other organizational structure of any Issuer, or upon the
exercise by any Grantor or the Administrative Agent of any right, privilege
or option pertaining to such Investment Property, and in connection
therewith, the right to deposit and deliver any and all of the Investment
Property with any committee, depositary, transfer agent, registrar or other
designated agency upon such terms and conditions as the Administrative Agent
may determine), all without liability except to account for property actually
received by it, but the Administrative Agent shall have no duty to any
Grantor to exercise any such right, privilege or option and shall not be
responsible for any failure to do so or delay in so doing.

     (c)  Each Grantor hereby authorizes and instructs each Issuer of any
Investment Property pledged by such Grantor hereunder to (i) comply with any
instruction received by it from the Administrative Agent in writing that (x)
states that an Event of Default has occurred and is continuing and (y) is
otherwise in accordance with the terms of this Agreement, without any other
or further instructions from such Grantor, and each Grantor agrees that each
Issuer shall be fully protected in so complying, and (ii) unless otherwise
expressly permitted hereby, pay any dividends or other payments with respect
to the Investment Property directly to the Administrative Agent.

     6.4  Proceeds to be Turned Over To Administrative Agent.
In addition to the rights of the Administrative Agent and the Lenders
specified in Section 6.1 with respect to payments of Receivables, if an Event
of Default shall occur and be continuing, all Proceeds received by any
Grantor consisting of cash, checks and other near-cash items shall be held by
such Grantor in trust for the Administrative Agent and the Lenders,
segregated from other funds of such Grantor, and shall, forthwith upon
receipt by such Grantor, be turned over to the Administrative Agent in the
exact form received by such Grantor (duly indorsed by such Grantor to the
Administrative Agent, if required).  All Proceeds received by the
Administrative Agent hereunder shall be held by the Administrative Agent in a
Collateral Account maintained under its sole dominion and control.  All
Proceeds while held by the Administrative Agent in a Collateral Account (or
by such Grantor in trust for the Administrative Agent and the Lenders) shall
continue to be held as collateral security for all the Obligations and shall
not constitute payment thereof until applied as provided in Section 6.5.

     6.5  Application of Proceeds.  At such intervals as may be agreed upon
by the relevant Grantor and the Administrative Agent, or, if an Event of
Default shall have occurred and be continuing, at any time at the
Administrative Agent's election, the Administrative Agent may apply all
or any part of Proceeds constituting Collateral, whether or not held in
any Collateral Account, in payment of the Obligations in such
order as the Administrative Agent may elect, and any part
of such funds which the Administrative Agent elects not so to apply and deems
not required as collateral security for the Obligations shall be paid over
from time to time by the Administrative Agent to the relevant Grantor or to
whomsoever may be lawfully entitled to receive the same.  Any balance of such
Proceeds remaining after the Obligations shall have been paid in full, no
Letters of Credit shall be outstanding and the Commitments shall have
terminated shall be paid over to the relevant Grantor or to whomsoever may be
lawfully entitled to receive the same.

     6.6  Code and Other Remedies.  If an Event of Default shall occur and be
continuing, the Administrative Agent, on behalf of the Lenders, may exercise,
in addition to all other rights and remedies granted to them in this Agreement
and in any other instrument or agreement securing, evidencing or relating to
the Obligations, all rights and remedies of a secured party under the New York
UCC or any other applicable law.  Without limiting the generality of the
foregoing, the Administrative Agent, without demand of performance or other
demand, presentment, protest, advertisement or notice of any kind (except
any notice required by law referred to below) to or upon any Grantor or any
other Person (all and each of which demands, defenses, advertisements and
notices are hereby waived), may in such circumstances forthwith collect,
receive, appropriate and realize upon the Collateral, or any part thereof,
and/or may forthwith sell, lease, assign, give option or options to
purchase, or otherwise dispose of and deliver the Collateral or any part
thereof (or contract to do any of the foregoing), in one or more parcels
at public or private sale or sales, at any exchange, broker's board or office
of the Administrative Agent or any Lender or elsewhere upon such terms and
conditions as it may deem advisable and at such prices as it may deem best,
for cash or on credit or for future delivery without assumption of any credit
risk.  The Administrative Agent or any Lender shall have the right upon any
such public sale or sales, and, to the extent permitted by law, upon any such
private sale or sales, to purchase the whole or any part of the Collateral so
sold, free of any right or equity of redemption in any Grantor, which right
or equity is hereby waived and released.  Each Grantor further agrees, at the
Administrative Agent's request, to assemble the Collateral and make it
available to the Administrative Agent at places which the Administrative
Agent shall reasonably select, whether at such Grantor's premises or
elsewhere.  The Administrative Agent shall apply the net proceeds of any
action taken by it pursuant to this Section 6.6, after deducting all
reasonable costs and expenses of every kind incurred in connection therewith
or incidental to the care or safekeeping of any of the Collateral or in any
way relating to the Collateral or the rights of the Administrative Agent and
the Lenders hereunder, including, without limitation, reasonable attorneys'
fees and disbursements, to the payment in whole or in part of the
Obligations, in such order as the Administrative Agent may elect, and only
after such application and after the payment by the Administrative Agent of
any other amount required by any provision of law, including, without
limitation, the New York UCC, need the Administrative Agent account for the
surplus, if any, to any Grantor.  To the extent permitted by applicable law,
each Grantor waives all claims, damages and demands it may acquire against
the Administrative Agent or any Lender arising out of the exercise by them of
any rights hereunder.  If any notice of a proposed sale or other disposition
of Collateral shall be required by law, such notice shall be deemed
reasonable and proper if given at least 10 days before such sale or other
disposition.

     6.7  Sale of Pledged Stock.  Each Grantor recognizes that the
Administrative Agent may be unable to effect a public sale of any or
all the Pledged Stock, by reason of certain prohibitions contained
in the Securities Act and applicable state securities
laws or otherwise, and may be compelled to resort to one or more private
sales thereof to a restricted group of purchasers which will be obliged to
agree, among other things, to acquire such securities for their own account
for investment and not with a view to the distribution or resale thereof.
Each Grantor acknowledges and agrees that any such private sale may result in
prices and other terms less favorable than if such sale were a public sale
and, notwithstanding such circumstances, agrees that any such private sale
shall be deemed to have been made in a commercially reasonable manner.  The
Administrative Agent shall be under no obligation to delay a sale of any of
the Pledged Stock for the period of time necessary to permit the Issuer
thereof to register such securities for public sale under the Securities Act,
or under applicable state securities laws, even if such Issuer would agree to
do so.

     6.8  Deficiency.  Each Grantor shall remain liable for any deficiency if
the proceeds of any sale or other disposition of the Collateral are
insufficient to pay its Obligations and the fees and disbursements of any
attorneys employed by the Administrative Agent or any Lender to collect such
deficiency.

                    SECTION 7.  THE ADMINISTRATIVE AGENT

     7.1  Administrative Agent's Appointment as Attorney-in-Fact, etc.
(a)  Each Grantor hereby irrevocably constitutes and appoints the
Administrative Agent and any officer or 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 such Grantor and in the name of
such Grantor or in its own name, for the purpose of carrying out the terms of
this Agreement, to take any and all appropriate action and to execute any and
all documents and instruments which may be necessary or desirable to
accomplish the purposes of this Agreement, and, without limiting the
generality of the foregoing, each Grantor hereby gives the Administrative
Agent the power and right, on behalf of such Grantor, without notice to or
assent by such Grantor, to do any or all of the following:

     (i)  in the name of such Grantor or its own name, or otherwise, take
possession of and indorse and collect any checks, drafts, notes, acceptances
or other instruments for the payment of moneys due under any Receivable or
contract or with respect to any other Collateral and file any claim or take
any other action or proceeding in any court of law or equity or otherwise
deemed appropriate by the Administrative Agent for the purpose of collecting
any and all such moneys due under any Receivable or contract or with respect
to any other Collateral whenever payable;

    (ii)  in the case of any Intellectual Property, execute and deliver, and
have recorded, any and all agreements, instruments, documents and papers as
the Administrative Agent may request to evidence the Administrative Agent's
and the Lenders' security interest in such Intellectual Property and the
goodwill and general intangibles of such Grantor relating thereto or
represented thereby; provided, that the Administrative Agent agrees, as of
the date hereof, to file against only Material Trademarks with the Patent and
Trademark Office; provided that the Administrative Agent may file against all
future and after-acquired Intellectual property in the Patent and Tradenark
Office and Copyright Office, as applicable;

   (iii)  pay or discharge taxes and Liens levied or placed on or threatened
against the Collateral, effect any repairs or any insurance called for by the
terms of this Agreement and pay all or any part of the premiums therefor and
the costs thereof;

    (iv)  execute, in connection with any sale provided for in Section 6.6 or
6.7, any indorsements, assignments or other instruments of conveyance or
transfer with respect to the Collateral; and

     (v)  (1)  direct any party liable for any payment under any of the
Collateral to make payment of any and all moneys due or to become due
thereunder directly to the Administrative Agent or as the Administrative
Agent shall direct;  (2)  ask or demand for, collect, and receive payment of
and receipt for, any and all moneys, claims and other amounts due or to
become due at any time in respect of or arising out of any Collateral;  (3)
sign and indorse any invoices, freight or express bills, bills of lading,
storage or warehouse receipts, drafts against debtors, assignments,
verifications, notices and other documents in connection with any of the
Collateral;  (4)  commence and prosecute any suits, actions or proceedings at
law or in equity in any court of competent jurisdiction to collect the
Collateral or any portion thereof and to enforce any other right in respect
of any Collateral;  (5)  defend any suit, action or proceeding brought against
such Grantor with respect to any Collateral;  (6)  settle, compromise or adjust
any such suit, action or proceeding and, in connection therewith, give such
discharges or releases as the Administrative Agent may deem appropriate;  (7)
assign any Copyright, Patent or Trademark (along with the goodwill of the
business to which any such Trademark pertains), throughout the world for such
term or terms, on such conditions, and in such manner, as the Administrative
Agent shall in its sole discretion determine; and   (8)  generally, sell,
transfer, pledge and make any agreement with respect to or otherwise deal
with any of the Collateral as fully and completely as though the
Administrative Agent were the absolute owner thereof for all purposes, and
do, at the Administrative Agent's option and such Grantor's expense, at any
time, or from time to time, all acts and things which the Administrative
Agent deems necessary to protect, preserve or realize upon the Collateral and
the Administrative Agent's and the Lenders' security interests therein and to
effect the intent of this Agreement, all as fully and effectively as such
Grantor might do.

Anything in this Section 7.1(a) to the contrary notwithstanding, the
Administrative Agent agrees that it will not exercise any rights under the
power of attorney provided for in this Section 7.1(a) unless an Event of
Default shall have occurred and be continuing.

     (b)  If any Grantor fails to perform or comply with any of its
agreements contained herein, the Administrative Agent, at its option, but
without any obligation so to do, may perform or comply, or otherwise cause
performance or compliance, with such agreement.

     (c)  The expenses of the Administrative Agent incurred in connection
with actions undertaken as provided in this Section 7.1, together with
interest thereon at a rate per annum equal to the highest rate per annum at
which interest would then be payable on any category of past due ABR Loans
under the Credit Agreement, from the date of payment by the Administrative
Agent to the date reimbursed by the relevant Grantor, shall be payable by
such Grantor to the Administrative Agent on demand.

     (d)  Each Grantor hereby ratifies all that said attorneys-in-fact shall
lawfully do or cause to be done by virtue hereof.  All powers, authorizations
and agencies contained in this Agreement are coupled with an interest and are
irrevocable until this Agreement is terminated and the security interests
created hereby are released.

     7.2  Duty of Administrative Agent.  The Administrative Agent's sole duty
with respect to the custody, safekeeping and physical preservation of the
Collateral in its possession, under the New York UCC or otherwise, shall be to
deal with it in the same manner as the Administrative Agent deals with similar
property for its own account.  Neither the Administrative Agent, any Lender nor
any of their respective officers, directors, employees or agents shall be
liable for failure to demand, collect or realize upon any of the Collateral or
for any delay in doing so or shall be under any obligation to sell or otherwise
dispose of any Collateral upon the request of any Grantor or any other Person
or to take any other action whatsoever with regard to the Collateral or any
part thereof.  The powers conferred on the Administrative Agent and the
Lenders hereunder are solely to protect the Administrative Agent's and the
Lenders' interests in the Collateral and shall not impose any duty upon the
Administrative Agent or any Lender to exercise any such powers.  The
Administrative Agent and the Lenders shall be accountable only for amounts
that they actually receive as a result of the exercise of such powers, and
neither they nor any of their officers, directors, employees or agents shall
be responsible to any Grantor for any act or failure to act hereunder, except
for their own gross negligence or willful misconduct.

     7.3  Execution of Financing Statements.  Pursuant to the New York UCC
and any other applicable law, each Grantor authorizes the Administrative Agent
to file or record financing statements and other filing or recording documents
or instruments with respect to the Collateral without the signature of such
Grantor in such form and in such offices as the Administrative Agent determines
appropriate to perfect the security interests of the Administrative Agent
under this Agreement.  A photographic or other reproduction of this Agreement
shall be sufficient as a financing statement or other filing or recording
document or instrument for filing or recording in any jurisdiction.

     7.4  Authority of Administrative Agent.  Each Grantor acknowledges
that the rights and responsibilities of the Administrative Agent under this
Agreement with respect to any action taken by the Administrative Agent or the
exercise or non-exercise by the Administrative Agent of any option, voting
right, request, judgment or other right or remedy provided for herein or
resulting or arising out of this Agreement shall, as between the Administrative
Agent and the Lenders, be governed by the Credit Agreement and by such other
agreements with respect thereto as may exist from time to time among them, but,
as between the Administrative Agent and the Grantors, the Administrative Agent
shall be conclusively presumed to be acting as agent for the Lenders with full
and valid authority so to act or refrain from acting, and no Grantor shall be
under any obligation, or entitlement, to make any inquiry respecting such
authority.

                         SECTION 8.  MISCELLANEOUS

     8.1  Amendments in Writing.  None of the terms or provisions of this
Agreement may be waived, amended, supplemented or otherwise modified except
in accordance with Section 10.1 of the Credit Agreement.

     8.2  Notices.  All notices, requests and demands to or upon the
Administrative Agent or any Grantor hereunder shall be effected in the manner
provided for in Section 10.2 of the Credit Agreement; provided that any such
notice, request or demand to or upon any Guarantor shall be addressed to such
Guarantor at its notice address set forth on Schedule 1.

     8.3  No Waiver by Course of Conduct; Cumulative Remedies.
Neither the Administrative Agent nor any Lender shall by any act (except
by a written instrument pursuant to Section 8.1), delay, indulgence, omission
or otherwise be deemed to have waived any right or remedy hereunder or to
have acquiesced in any Default or Event of Default.  No failure to exercise,
nor any delay in exercising, on the part of the Administrative Agent or any
Lender, any right, power or privilege hereunder shall operate as a waiver
thereof.  No single or partial exercise of any right, power or privilege
hereunder shall preclude any other or further exercise thereof or the
exercise of any other right, power or privilege.  A waiver by the
Administrative Agent or any Lender of any right or remedy hereunder on any
one occasion shall not be construed as a bar to any right or remedy which the
Administrative Agent or such Lender would otherwise have on any future
occasion.  The rights and remedies herein provided are cumulative, may be
exercised singly or concurrently and are not exclusive of any other rights or
remedies provided by law.

     8.4  Enforcement Expenses; Indemnification.  (a)  Each Guarantor
agrees to pay or reimburse each Lender and the Administrative Agent
for all its costs and expenses incurred in collecting
against such Guarantor under the guarantee contained in Section 2 or
otherwise enforcing or preserving any rights under this Agreement and the
other Loan Documents to which such Guarantor is a party, including, without
limitation, the fees and disbursements of counsel to each Lender and counsel
to the Administrative Agent (including, in each case, the allocated fees and
expenses of in-house counsel) to each Lender and of counsel to the
Administrative Agent.


     (b)  Each Guarantor agrees to pay, and to save the Administrative Agent
and the Lenders harmless from, any and all liabilities with respect to, or
resulting from any delay in paying, any and all stamp, excise, sales or other
taxes which may be payable or determined to be payable with respect to any of
the Collateral or in connection with any of the transactions contemplated by
this Agreement.

     (c)  Each Guarantor agrees to pay, and to save the Administrative Agent
and the Lenders harmless from, any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind or nature whatsoever with respect to the execution,
delivery, enforcement, performance and administration of this Agreement to
the extent the Borrowers would be required to do so pursuant to Section 10.5
of the Credit Agreement.

     (d)  The agreements in this Section 8.4 shall survive repayment of the
Obligations and all other amounts payable under the Credit Agreement and the
other Loan Documents.

     8.5  Successors and Assigns.  This Agreement shall be binding upon the
successors and assigns of each Grantor and shall inure to the benefit of the
Administrative Agent and the Lenders and their successors and assigns; provided
that no Grantor may assign, transfer or delegate any of its rights or
obligations under this Agreement without the prior written consent of the
Administrative Agent.

     8.6  Set-Off.  Each Grantor hereby irrevocably authorizes the
Administrative Agent and each Lender at any time and from time to time while
an Event of Default shall have occurred and be continuing, without notice to
such Grantor or any other Grantor, any such notice being expressly waived
by each Grantor, to set-off and appropriate and apply any and all deposits
(general or special, time or demand, provisional or final), in any currency,
and any other credits, indebtedness or claims, in any currency, in each case
whether direct or indirect, absolute or contingent, matured or unmatured, at
any time held or owing by the Administrative Agent or such Lender to or for
the credit or the account of such Grantor, or any part thereof in such amounts
as the Administrative Agent or such Lender may elect, against and on account
of the obligations and liabilities of such Grantor to the Administrative Agent
or such Lender hereunder and claims of every nature and description of the
Administrative Agent or such Lender against such Grantor, in any currency,
whether arising hereunder, under the Credit Agreement, any other Loan
Document or otherwise, as the Administrative Agent or such Lender may elect,
whether or not the Administrative Agent or any Lender has made any demand for
payment and although such obligations, liabilities and claims may be
contingent or unmatured.  The Administrative Agent and each Lender shall
notify such Grantor promptly of any such set-off and the application made by
the Administrative Agent or such Lender of the proceeds thereof, provided
that the failure to give such notice shall not affect the validity of such
set-off and application.  The rights of the Administrative Agent and each
Lender under this Section 8.6 are in addition to other rights and remedies
(including, without limitation, other rights of set-off) which the
Administrative Agent or such Lender may have.

     8.7  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.

     8.8  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.

     8.9  Section Headings.  The Section headings used in this Agreement are
for convenience of reference only and are not to affect the construction hereof
or be taken into consideration in the interpretation hereof.

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

     8.11  GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

     8.12  Submission To Jurisdiction; Waivers.  Each Grantor 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 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 such Grantor at its
address referred to in Section 8.2 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 any special, exemplary, punitive or consequential damages.

     8.13  Acknowledgements.  Each Grantor hereby acknowledges that:

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

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

     (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 Grantors and the Lenders.

     8.14  Additional Grantors.  Each Subsidiary of Holdings that is required
to become a party to this Agreement pursuant to Section 6.12 of the Credit
Agreement shall become a Grantor for all purposes of this Agreement upon
execution and delivery by such Subsidiary of an Assumption Agreement in the
form of Annex 1 hereto.

     8.15  Releases.  (a)  At such time as the Loans, the Reimbursement
Obligations and the other Obligations (other than Obligations in respect of
Lender Hedge Agreements) shall have been paid in full, the Commitments have
been terminated and no Letters of Credit shall be outstanding, the Collateral
shall be released from the Liens created hereby, and this Agreement and all
obligations (other than those expressly stated to survive such termination)
of the Administrative Agent and each Grantor hereunder shall terminate and be
of no further force and effect, all without delivery of any instrument or
performance of any act by any party, and all rights to the Collateral shall
revert to the Grantors.  At the request and sole expense of any Grantor
following any such termination, the Administrative Agent shall deliver to
such Grantor any Collateral held by the Administrative Agent hereunder, and
execute and deliver to such Grantor such documents as such Grantor shall
reasonably request to evidence such termination.

     (b)  If any of the Collateral shall be sold, transferred or otherwise
disposed of by any Grantor in a transaction permitted by the Credit
Agreement, then the Administrative Agent, at the request and sole expense of
such Grantor, shall execute and deliver to such Grantor all releases or other
documents reasonably necessary or desirable for the release of the Liens
created hereby on such Collateral.  At the request and sole expense of the
Borrowers, a Subsidiary Guarantor shall be released from its obligations
hereunder in the event that all the Capital Stock of such Subsidiary
Guarantor shall be sold, transferred or otherwise disposed of in a
transaction permitted by the Credit Agreement; provided that the Borrowers
shall have delivered to the Administrative Agent, at least ten Business Days
prior to the date of the proposed release, a written request for release
identifying the relevant Subsidiary Guarantor and the terms of the sale or
other disposition in reasonable detail, including the price thereof and any
expenses in connection therewith, together with a certification by the
Borrowers stating that such transaction is in compliance with the Credit
Agreement and the other Loan Documents.

     8.16  WAIVER OF JURY TRIAL.  EACH GRANTOR HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING
RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY
COUNTERCLAIM THEREIN.











    IN WITNESS WHEREOF, each of the undersigned has caused this Guarantee
and Collateral Agreement to be duly executed and delivered as of the date
first above written.


                                   INTERSTATE BAKERIES CORPORATION, as a
                                   Grantor


                                   By: /s/  Paul E. Yarick
                                       ----------------------------------
                                       Name:  Paul E. Yarick
                                       Title: Vice President & Treasurer



                                   INTERSTATE BRANDS CORPORATION, as a
                                   Grantor


                                   By: /s/  Paul E. Yarick
                                       ----------------------------------
                                       Name:  Paul E. Yarick
                                       Title: Vice President & Treasurer



                                   INTERSTATE BRANDS WEST CORPORATION,
                                   As a Grantor


                                   By: /s/  Paul E. Yarick
                                       -----------------------------------
                                       Name:  Paul E. Yarick
                                       Title: Vice President & Treasurer








                        ACKNOWLEDGEMENT AND CONSENT***

     The undersigned hereby acknowledges receipt of a copy of the Guarantee
and Collateral Agreement dated as of July 19, 2001 (the "Agreement"), made by
the Grantors parties thereto for the benefit of The Chase Manhattan Bank, as
Administrative Agent.  The undersigned agrees for the benefit of the
Administrative Agent and the Lenders as follows:

     1.  The undersigned will be bound by the terms of the Agreement and will
comply with such terms insofar as such terms are applicable to the
undersigned.

     2.  The undersigned will notify the Administrative Agent promptly in
writing of the occurrence of any of the events described in Section 5.7(a) of
the Agreement.

     3.  The terms of Sections 6.3(c) and 6.7 of the Agreement shall apply to
it, mutatis mutandis, with respect to all actions that may be required of it
pursuant to Section 6.3(c) or 6.7 of the Agreement.



                                      [NAME OF ISSUER]

                                      By:_______________________________
                                         Name:
                                         Title:


                                      Address for Notices:

                                      ___________________________________

                                      ___________________________________

                                      ___________________________________
                                      Fax:






------------------
***  This consent is necessary only with respect to any Issuer which is not
     also a Grantor.  This consent may be modified or eliminated with respect
     to any Issuer that is not controlled by a Grantor.  If a consent is
     required, its execution and delivery should be included among the
     conditions to the initial borrowing specified in the Credit Agreement.








                                                                  Annex 1 to
                                           Guarantee and Collateral Agreement



     ASSUMPTION AGREEMENT, dated as of ________________, 200_, made by
______________________________ (the "Additional Grantor"), in favor of THE
CHASE MANHATTAN BANK, as administrative agent (in such capacity, the
"Administrative Agent") for the banks and other financial institutions or
entities (the "Lenders") parties to the Credit Agreement referred to below.
All capitalized terms not defined herein shall have the meaning ascribed to
them in such Credit Agreement.

                          W I T N E S S E T H :

     WHEREAS, INTERSTATE BAKERIES CORPORATION, a Delaware corporation
("Holdings"), INTERSTATE BRANDS CORPORATION, a Delaware corporation
("Brands"), and INTERSTATE BRANDS WEST, a Delaware corporation ("Brands
West"; each of Brands and Brands West, a "Borrower"; together, the
"Borrowers"), the Lenders and the Administrative Agent have entered into a
Credit Agreement, dated as of July 19, 2001 (as amended, supplemented or
otherwise modified from time to time, the "Credit Agreement");

     WHEREAS, in connection with the Credit Agreement, Holdings and certain
of its Subsidiaries (other than the Additional Grantor) have entered into the
Guarantee and Collateral Agreement, dated as of July 19, 2001 (as amended,
supplemented or otherwise modified from time to time, the "Guarantee and
Collateral Agreement") in favor of the Administrative Agent for the benefit
of the Lenders;

     WHEREAS, the Credit Agreement requires the Additional Grantor to become
a party to the Guarantee and Collateral Agreement; and

     WHEREAS, the Additional Grantor has agreed to execute and deliver this
Assumption Agreement in order to become a party to the Guarantee and
Collateral Agreement;

     NOW, THEREFORE, IT IS AGREED:

     1.  Guarantee and Collateral Agreement.  By executing and delivering
this Assumption Agreement, the Additional Grantor, as provided in Section
8.14 of the Guarantee and Collateral Agreement, hereby becomes a party to the
Guarantee and Collateral Agreement as a Grantor thereunder with the same
force and effect as if originally named therein as a Grantor and, without
limiting the generality of the foregoing, hereby expressly assumes all
obligations and liabilities of a Grantor thereunder.  The information set
forth in Annex 1-A hereto is hereby added to the information set forth in the
Schedules to the Guarantee and Collateral Agreement.  The Additional Grantor
hereby represents and warrants that each of the representations and
warranties contained in Section 4 of the Guarantee and Collateral Agreement
is true and correct in all material respects on and as the date hereof (after
giving effect to this Assumption Agreement) as if made on and as of such
date, except for representations and warranties expressly stated to relate to
a specific earlier date, in which case such representations and warranties
were true and correct in all material respects as of such earlier date.

     2.  Governing Law.  THIS ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW
YORK.

     IN WITNESS WHEREOF, the undersigned has caused this Assumption Agreement
to be duly executed and delivered as of the date first above written.


     						[ADDITIONAL GRANTOR]



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












                                                                 Annex 1-A to
                                                         Assumption Agreement



                        Supplement to Schedule 1
                        ------------------------


                        Supplement to Schedule 2
                        ------------------------


                        Supplement to Schedule 3
                        ------------------------


                        Supplement to Schedule 4
                        ------------------------


                        Supplement to Schedule 5
                        ------------------------


                        Supplement to Schedule 6
                        ------------------------