<PAGE>   1

                          FOURTH AMENDED AND RESTATED
                                CREDIT AGREEMENT

                         DATED AS OF SEPTEMBER 30, 1999

                                     AMONG

                      AMERISERVE FOOD DISTRIBUTION, INC.,

                             BANK OF AMERICA, N.A.,

                            AS ADMINISTRATIVE AGENT,

                                      AND

                             BANK OF AMERICA, N.A.

                       AS LETTER OF CREDIT ISSUING LENDER

                                      AND

        THE OTHER FINANCIAL INSTITUTIONS AND OTHER LENDERS PARTY HERETO

                                  ARRANGED BY

                       BANC OF AMERICA SECURITIES L.L.C.,
                  AS SOLE LEAD ARRANGER AND SOLE BOOK MANAGER

<PAGE>   2
                               TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                           Page
<S>                                                                        <C>
ARTICLE I        DEFINITIONS                                                 1
   1.1           Certain Defined Terms                                       1
   1.2           Other Interpretive Provisions                              46
   1.3           Accounting Principles                                      47

ARTICLE II       THE CREDIT                                                 47
   2.1           Amounts and Terms of Commitments                           47
   2.2           Loan Accounts                                              48
   2.3           Procedure for Borrowing                                    48
   2.4           Conversion and Continuation Elections                      49
   2.5           Voluntary Termination or Reduction of Revolving
                 Commitments                                                51
   2.6           Optional Prepayments of Revolving Loans                    51
   2.7           Optional Prepayments of Term Loan                          51
   2.8           Mandatory Prepayments of Revolving Loans                   52
   2.9           Mandatory Prepayments of Term Loan                         52
   2.10          Repayment                                                  53
   2.11          Interest                                                   53
   2.12          Fees                                                       54
                 (a) Arrangement, Agency Fees                               54
                 (b) Commitment Fees                                        55
   2.13          Computation of Fees and Interest                           55
   2.14          Payments by the Company                                    55
   2.15          Payments by the Lenders to the Administrative Agent        56
   2.16          Sharing of Payments, etc.                                  57
   2.17          Legal Defeasance and Covenant Defeasance                   57

ARTICLE III      THE LETTERS OF CREDIT                                      59
   3.1           The Letter of Credit Subfacility                           59
   3.2           Issuance, Amendment and Renewal of Letters of Credit       61
   3.3           Existing Letters of Credit; Risk Participations,
                 Drawings and Reimbursements                                63
   3.4           Repayment of Participations                                65
   3.5           Role of the Issuing Lender                                 65
   3.6           Obligations Absolute                                       66
   3.7           Cash Collateral Pledge                                     67
   3.8           Letter of Credit Fees                                      67
   3.9           Uniform Customs and Practice                               68
</TABLE>


<PAGE>   3
<TABLE>
<CAPTION>
                                                                           Page
<S>                                                                        <C>
ARTICLE IV       TAXES, YIELD PROTECTION AND ILLEGALITY                     68
   4.1           Taxes                                                      68
   4.2           Illegality                                                 69
   4.3           Increased Costs and Reduction of Return                    70
   4.4           Funding Losses                                             71
   4.5           Inability to Determine Rates                               71
   4.6           Substitution of Affected Lender                            72
   4.7           Certificates of Lenders                                    72
   4.8           Survival                                                   72

ARTICLE V        COLLATERAL AND GUARANTY                                    72
   5.1           Collateral--Personal Property                              72
   5.2           Mortgages                                                  73
   5.3           Guaranty                                                   73
   5.4           Company Stock                                              73
   5.5           Intercreditor Agreement                                    73
   5.6           Revolving/Term Loan Intercreditor Agreement                73

ARTICLE VI       CONDITIONS PRECEDENT                                       74
   6.1           Conditions of Restatement                                  74
                 (a)      Credit Agreement and Notes                        74
                 (b)      Resolutions; Incumbency                           74
                 (c)      Organization Documents                            74
                 (d)      Legal Opinions                                    74
                 (e)      Certificate                                       74
                 (f)      Collateral Documents                              75
                 (g)      Insurance Policies                                75
                 (h)      Revolving/Term Loan Intercreditor Agreement       76
                 (i)      Consent                                           76
                 (j)      Other Documents                                   76
   6.2           Other Conditions to Effectiveness of Restatement           76
                 (a)      Issuance of Term Lender Notes                     76
                 (b)      Governmental Approvals                            76
                 (c)      Certificate                                       76
                 (d)      Borrowing Base Certificate                        76
                 (e)      Purchase by Revolving Lenders                     76
                 (f)      Fees                                              76
   6.3           Conditions to All Credit Extensions                        77
                 (a)      Notice, Application                               77
                 (b)      Continuation of Representations and
                          Warranties                                        77
                 (c)      No Existing Revolving Loan Default                77
</TABLE>



<PAGE>   4

<TABLE>
<CAPTION>
                                                                           Page
<S>                                                                        <C>
ARTICLE VII      REPRESENTATIONS AND WARRANTIES TO REVOLVING
                 LENDERS                                                    77
   7.1           Corporate Existence and Power                              77
   7.2           Corporate Authorization; No Contravention                  78
   7.3           Governmental Authorization                                 78
   7.4           Binding Effect                                             78
   7.5           Litigation                                                 78
   7.6           No Default                                                 79
   7.7           ERISA Compliance                                           79
   7.8           Use of Proceeds; Margin Regulations                        80
   7.9           Title to Properties                                        80
   7.10          Taxes                                                      80
   7.11          Financial Condition                                        80
   7.12          Environmental Matters                                      81
   7.13          Regulated Entities                                         81
   7.14          No Burdensome Restrictions                                 81
   7.15          Copyrights, Patents, Trademarks and Licenses, etc          81
   7.16          Subsidiaries                                               81
   7.17          Insurance                                                  81
   7.18          Full Disclosure                                            82
   7.19          Year 2000                                                  82

ARTICLE VIII     [INTENTIONALLY LEFT BLANK]                                 82

ARTICLE IX       AFFIRMATIVE COVENANTS RELATING TO REVOLVING
                 LENDERS                                                    82
   9.1           Financial Statements                                       82
   9.2           Certificates; Other Information                            84
   9.3           Notices                                                    85
   9.4           Preservation of Corporate Existence, etc                   86
   9.5           Maintenance of Property                                    87
   9.6           Insurance                                                  87
   9.7           Payment of Obligations                                     87
   9.8           Compliance with Laws                                       88
   9.9           Compliance with ERISA                                      88
   9.10          Inspection of Property and Books and Records               88
   9.11          Environmental Laws                                         89
   9.12          Use of Proceeds                                            89
   9.13          Further Assurances                                         89

ARTICLE X        NEGATIVE COVENANTS RELATING TO REVOLVING LENDERS           90
   10.1          Limitation on Liens                                        90
   10.2          Asset Dispositions, etc                                    92
   10.3          Consolidations and Mergers                                 92
   10.4          Loans and Investments                                      93
   10.5          Limitation on Indebtedness                                 94
</TABLE>

<PAGE>   5

<TABLE>
<CAPTION>
                                                                           Page
<S>                                                                        <C>
   10.6          Transactions with Affiliates                               95
   10.7          Use of Proceeds                                            96
   10.8          Contingent Obligations                                     96
   10.9          Joint Ventures                                             96
   10.10         Rental Obligations                                         97
   10.11         Restricted Payments                                        97
   10.12         Minimum Interest Coverage                                  98
   10.13         Maximum Leverage                                           98
   10.14         ERISA                                                      99
   10.15         Modification of Certain Agreements                         99
   10.16         Negative Pledges, Restrictive Agreements, etc.             99
   10.17         Maximum Capital Expenditures                               99
   10.18         Change in Business                                        100
   10.19         Accounting Changes                                        100
   10.20         Restructuring Costs                                       100
   10.21         Receivables Facility                                      100

ARTICLE XI       COVENANTS RELATING TO TERM LOAN                           101
   11.1          [INTENTIONALLY LEFT BLANK]                                101
   11.2          Asset Sales                                               101
   11.3          Impairment of Liens                                       102
   11.4          Restricted Payments                                       102
   11.5          Incurrence of Debt and Issuance of Preferred Stock        106
   11.6          Liens                                                     109
   11.7          Dividend and Other Payment Restrictions Affecting
                 Restricted Subsidiaries                                   109
   11.8          Merger, Consolidation, or Sale of Assets                  111
   11.9          Transactions with Affiliates                              111
   11.10         Sale and Leaseback Transactions                           113
   11.11         Limitation on Issuances and Sales of Capital Stock of
                 Wholly-Owned Restricted Subsidiaries                      114
   11.12         Limitations on Issuances of Guarantees of Debt            114
   11.13         Business Activities                                       114
   11.14         Additional Guarantees                                     115
   11.15         Reports                                                   115
   11.16         Mortgage Amendments                                       116

ARTICLE XII      REVOLVING LOAN EVENTS OF DEFAULT                          116
   12.1          Revolving Loan Event of Default                           116
                 (a)  Non-Payment                                          116
                 (b)  Representation or Warranty                           116
                 (c)  Specific Defaults                                    117
                 (d)  Other Defaults                                       117
                 (e)  Cross-Default                                        117
                 (f)  Insolvency; Voluntary Proceedings                    117
</TABLE>


<PAGE>   6

<TABLE>
<CAPTION>
                                                                           Page
<S>                                                                        <C>
                 (g)  Involuntary Proceedings                              117
                 (h)  ERISA                                                118
                 (i)  Monetary Judgments                                   118
                 (j)  Non-Monetary Judgments                               118
                 (k)  Change of Control                                    118
                 (l)  Impairment of Security, etc.                         119
                 (m)  NEHC                                                 119
   12.2          Remedies                                                  119
   12.3          Rights Not Exclusive                                      120
   12.4          Article XII for the Exclusive Benefit of Revolving
                 Lenders and Issuing Lender                                120

ARTICLE XIII     TERM LOAN EVENTS OF DEFAULT                               120
   13.1          Term Loan Events of Default                               120
   13.2          Acceleration                                              122
   13.3          Other Remedies                                            122
   13.4          Waiver of Past Defaults                                   123
   13.5          Control by the Term Lender                                123
   13.6          Limitation on Suits                                       123
   13.7          Rights of Term Lender to Receive Payment                  124
   13.8          Collection Suit by Administrative Agent                   124
   13.9          Article XIII for the Exclusive Benefit of Term Lender     124

ARTICLE XIV      THE ADMINISTRATIVE AGENT                                  125
   14.1          Appointment and Authorization                             125
   14.2          Delegation of Duties                                      125
   14.3          Liability of Administrative Agent                         125
   14.4          Reliance by Administrative Agent                          126
   14.5          Notice of Default                                         126
   14.6          Credit Decision                                           127
   14.7          Indemnification of Administrative Agent                   127
   14.8          Administrative Agent in Individual Capacity               127
   14.9          Successor Agent                                           128
   14.10         Withholding Tax                                           129
   14.11         Collateral Matters                                        130
   14.12         [INTENTIONALLY LEFT BLANK]                                131
   14.13         Senior Debt                                               131

ARTICLE XV       MISCELLANEOUS                                             131
   15.1          Amendments and Waivers                                    131
   15.2          Notices                                                   133
   15.3          No Waiver; Cumulative Remedies                            134
   15.4          Costs and Expenses                                        134
   15.5          Company Indemnification                                   134
   15.6          Payments Set Aside                                        135
</TABLE>


<PAGE>   7

<TABLE>
<CAPTION>
                                                                           Page
<S>                                                                        <C>
   15.7          Successors and Assigns                                    135
   15.8          Assignments, Participations, etc.                         135
   15.9          Confidentiality                                           138
   15.10         Set-off                                                   138
   15.11         Automatic Debits of Fees                                  139
   15.12         Notification of Addresses, Lending Offices, etc.          139
   15.13         Counterparts                                              139
   15.14         Severability                                              139
   15.15         No Third Parties Benefited                                139
   15.16         Governing Law and Jurisdiction                            139
   15.17         Waiver of Jury Trial                                      140
   15.18         Entire Agreement                                          140
   15.19         No Personal Liability of Directors, Officers,
                 Employees and Stockholders                                141
</TABLE>

<PAGE>   8


SCHEDULES

    Schedule 2.1(a)    Revolving Commitments
    Schedule 2.1(b)    Term Loan Commitments
    Schedule 3.3       Existing Letters of Credit
    Schedule 7.5       Litigation
    Schedule 7.7       ERISA
    Schedule 7.11      Permitted Obligations
    Schedule 7.12      Environmental Matters
    Schedule 7.15      Copyrights, Patents, Trademarks, Licenses and Related
                       Matters
    Schedule 7.16      Subsidiaries and Minority Interests
    Schedule 7.17      Insurance Matters
    Schedule 10.1      Permitted Liens
    Schedule 10.4      Existing Investments
    Schedule 10.5      Existing Indebtedness
    Schedule 10.8      Contingent Obligations
    Schedule 15.2      Lending Offices; Addresses for Notices


EXHIBITS

    Exhibit A          Form of Notice of Borrowing
    Exhibit B          Form of Notice of Conversion/Continuation
    Exhibit C          Form of Compliance Certificate
    Exhibit D-1        Form of Revolving Loan Note
    Exhibit D-2        Form of Term Loan Note
    Exhibit E          Form of Legal Opinion of Wachtell, Lipton, Rosen & Katz
    Exhibit F          Form of Legal Opinion of Kevin Rogan
    Exhibit G          Form of Assignment and Acceptance
    Exhibit H          Form of Guaranty
    Exhibit I          Form of NEHC Guaranty
    Exhibit J          Form of Borrowing Base Certificate


<PAGE>   9

                          FOURTH AMENDED AND RESTATED
                                CREDIT AGREEMENT


         This FOURTH AMENDED AND RESTATED CREDIT AGREEMENT is entered into as
of September 30, 1999, among AmeriServe Food Distribution, Inc., a Delaware
corporation (the "Company"), the several financial institutions from time to
time party to this Agreement (collectively the "Lenders"; individually each a
"Lender"), Bank of America, N.A., as letter of credit issuing bank, and Bank of
America, N.A., as administrative agent for the Lenders.

         WHEREAS, the Company, certain financial institutions, Bank of America
National Trust and Savings Association, as letter of credit issuing bank, and
Bank of America National Trust and Savings Association, as agent, are parties
to a Third Amended and Restated Credit Agreement dated as of May 21, 1998, as
heretofore amended (as so amended the "Existing Credit Agreement"); and

         WHEREAS, the parties hereto have agreed to amend and restate the
Existing Credit Agreement so as to, among other things, (a) amend the pricing,
certain covenants and certain other provisions of the Existing Credit
Agreement, (b) make available a term loan facility to the Company and (c)
revise in certain respects the composition of the lender group; and

         WHEREAS, the parties hereto intend that this Agreement and the Loan
Documents executed in connection herewith not effect a novation of the
obligations of the Company under the Existing Credit Agreement and the "Loan
Documents" (as defined in the Existing Credit Agreement), but merely a
restatement, and where applicable, an amendment to such obligations and the
terms governing such obligations;

         NOW, THEREFORE, in consideration of the mutual agreements, provisions
and covenants contained herein, the Existing Credit Agreement shall be amended
and restated to read in its entirety as follows:


                                  I. ARTICLE

                                  DEFINITIONS

A. Certain Defined Terms. The following terms have the following meanings:

                  Accreted Value means, as of any date of determination prior
         to maturity, the sum of (a) the aggregate amount lent to the Company
         under the Term Loan and (b) the portion of the excess of the principal
         amount of such Term Loan Note evidencing the Term Loan over the
         aggregate amount lent to the Company under

<PAGE>   10

         the Term Loan that shall have been accreted thereon through such date,
         such amount to be so accreted on a daily basis such that, when
         calculated together with the fixed interest component of the Term
         Loan, results in an aggregate yield to maturity of 12.5% on the Term
         Loan, compounded semi-annually on each March 15 and September 15 from
         the date of the making of the Term Loan through the date of
         determination.

                  Acquired Debt means, with respect to any specified Person (a)
         Debt of any other Person existing at the time such other Person is
         merged with or into or became a Term Loan Subsidiary of such specified
         Person, including, without limitation, Debt incurred in connection
         with, or in contemplation of, such other Person merging with or into
         or becoming a Term Loan Subsidiary of such specified Person, and (b)
         Debt secured by a Term Loan Lien encumbering any asset acquired by
         such specified Person.

                  Acquisition means any transaction or series of related
         transactions for the purpose of or resulting, directly or indirectly,
         in (a) the acquisition of all or substantially all of the assets of a
         Person, or of any business or division of a Person, (b) the
         acquisition of in excess of 50% of the capital stock, partnership
         interests, membership interests or equity of any Person, or otherwise
         causing any Person to become a Subsidiary, or (c) a merger or
         consolidation or any other combination with another Person (other than
         a Person that is a Subsidiary) provided that the Company or the
         Subsidiary is the surviving entity.

                  Acquisition EBITDA means for any four fiscal quarter period,
         if the Company makes an Acquisition during such period, the EBITDA of
         such acquired entity as if the Acquisition had taken place on the
         first day of such period.

                  Adjusted EBITDA means as at the end of any fiscal quarter for
         the Computation Period then ending (a) the Company's consolidated
         EBITDA plus (b) Receivables Financing Costs to the extent deducted in
         the calculation of EBITDA plus (c) any cash restructuring charges
         which are reflected in the operating expenses of the Company's income
         statement (but not in excess of $25,000,000 in fiscal year 1999 and
         $25,000,000 in fiscal year 2000) plus (d) costs reflected in operating
         expenses associated with the J.D. Edwards computer system conversion
         so long as those expenses represent integration costs and there is a
         corresponding reduction in the amount of Capital Expenditures
         permitted for such fiscal year pursuant to Section 10.17; provided
         that for the purpose of the calculation of the Leverage Ratio only,
         Acquisition EBITDA will be added in the calculation of Adjusted
         EBITDA; and provided, further, that no amounts added back to
         Consolidated Net Income pursuant to the definition of EBITDA shall be
         added back a second time pursuant to this definition.

                  Adjusted Interest Expense means Interest Expense plus,
         without duplication, Receivables Financing Costs.

<PAGE>   11
                  Administrative Agent means Bank of America in its capacity as
         agent for the Lenders hereunder, and any successor agent arising under
         Section 14.9.

                  Administrative Agent's Payment Office means the address for
         payments set forth on Schedule 15.2 hereto in relation to the
         Administrative Agent, or such other address as the Administrative
         Agent may from time to time specify.

                  Affected Lender means any Revolving Lender that has given
         notice to the Company (which has not been rescinded) of (i) any
         obligation by the Company to pay any amount pursuant to Section 4.1 or
         4.3 or (ii) the occurrence of any circumstances of the nature
         described in Section 4.2.

                  Affiliate means, as to any Person, any other Person which,
         directly or indirectly, is in control of, is controlled by, or is
         under common control with, such Person. A Person shall be deemed to
         control another Person if the controlling Person possesses, directly
         or indirectly, the power to direct or cause the direction of the
         management and policies of the other Person, whether through the
         ownership of voting securities, membership interests, by contract, or
         otherwise, or in the case of any Lender which is an investment fund,
         any other fund which is advised by the same investment advisor or an
         Affiliate thereof.

                  Agent-Related Persons means Bank of America and any successor
         Administrative Agent arising under Section 14.9 and any successor
         letter of credit issuing bank hereunder, together with their
         respective Affiliates (including, in the case of Bank of America, the
         Arranger), and the officers, directors, employees, agents and
         attorneys-in-fact of such Persons and Affiliates.

                  Agreement means this Fourth Amended and Restated Credit
         Agreement.

                  Applicable Base Rate Margin means (a) initially, 1.50% and
         (b) on and after any date specified below on which the Applicable Base
         Rate Margin is to be adjusted the rate per annum set forth in the
         table below opposite the applicable Leverage Ratio:

<TABLE>
<CAPTION>
----------------------------------------------- -------------------------------
Leverage Ratio                                    Applicable Base Rate Margin
<S>                                             <C>
----------------------------------------------- -------------------------------
Less than 2.0 to 1.0                                         0.50%
----------------------------------------------- -------------------------------
Less than 2.5 to 1.0                                         0.75%
but greater than or equal to 2.0 to 1.0
----------------------------------------------- -------------------------------
Less than 3.0 to 1.0                                         1.00%
but greater than or equal to 2.5 to 1.0
----------------------------------------------- -------------------------------
Less than 3.5 to 1.0                                         1.25%
but greater than or equal to 3.0 to 1.0
----------------------------------------------- -------------------------------
Equal to or greater than 3.5 to 1.0                          1.50%
----------------------------------------------- -------------------------------
</TABLE>


<PAGE>   12

         The Applicable Base Rate Margin shall be adjusted, to the extent
         applicable, 45 days (or, in the case of the last calendar quarter of
         any year, 90 days) after the end of each calendar quarter, based on
         the Leverage Ratio as of the last day of such calendar quarter
         commencing with the calendar quarter ending December 25, 1999; it
         being understood that if the Company fails to deliver the financial
         statements as required by subsection 9.1(b) or 9.1(c), as applicable,
         and the related Compliance Certificate required by subsection 9.2(c)
         by the 45th day (or, if applicable, the 90th day) after any calendar
         quarter the Applicable Base Rate Margin shall be 1.50% for any
         Revolving Loan bearing interest based on the Base Rate until such
         financial statements and Compliance Certificate are delivered.

                  Applicable Offshore Rate Margin means (a) initially 2.75% and
         (b) on and after any date specified below on which the Applicable
         Offshore Rate Margin is to be adjusted the rate per annum set forth in
         the table below opposite the applicable Leverage Ratio:

<TABLE>
<CAPTION>
---------------------------------------------- ----------------------------------
Leverage Ratio                                  Applicable Offshore Rate Margin
<S>                                            <C>
---------------------------------------------- ----------------------------------
Less than 2.0 to 1.0                                         1.75%
---------------------------------------------- ----------------------------------
Less than 2.5 to 1.0                                         2.00%
but greater than or equal to 2.0 to 1.0
---------------------------------------------- ----------------------------------
Less than 3.0 to 1.0                                         2.25%
but greater than or equal to 2.5 to 1.0
---------------------------------------------- ----------------------------------
Less than 3.5 to 1.0                                         2.50%
but greater than or equal to 3.0 to 1.0
---------------------------------------------- ----------------------------------
Equal to or greater than 3.5 to 1.0                          2.75%
---------------------------------------------- ----------------------------------
</TABLE>

         The Applicable Offshore Rate Margin shall be adjusted, to the extent
         applicable, 45 days (or, in the case of the last calendar quarter of
         any year, 90 days) after the end of each calendar quarter, based on
         the Leverage Ratio as of the last day of such quarter commencing with
         the calendar quarter ending December 25, 1999; it being understood
         that if the Company fails to deliver the financial statements required
         by subsection 9.1(b) or 9.1(c), as applicable, and the related
         Compliance Certificate required by subsection 9.2(c) by the 45th day
         (or, if applicable, the 90th day) after any calendar quarter, the
         Applicable Offshore Rate Margin shall be 2.75% for Revolving Loans
         bearing interest based on the Offshore Rate until such financial
         statements and Compliance Certificate are delivered.

                  Approved Bank has the meaning specified in the definition of
         "Cash Equivalent Investments".

                  Arranger means Banc of America Securities L.L.C., a Delaware
         limited liability company, as sole lead arranger and sole book
         manager.

<PAGE>   13

                  Asset Sale means: (a) the sale, lease, conveyance or other
         disposition of any assets or rights (including, without limitation, by
         way of a sale and leaseback) other than sales of inventory in the
         ordinary course of business consistent with past practices and other
         than a Receivables Transaction (provided that the sale, lease,
         conveyance or other disposition of all or substantially all of the
         Company's assets and those of the Company's Restricted Subsidiaries
         taken as a whole will be governed by Sections 2.9 and 11.8 (and not by
         the provisions of Section 11.2) of this Agreement), and (b) the issue
         or sale by the Company or any of its Restricted Subsidiaries of Equity
         Interests of any of the Company's Restricted Subsidiaries, in the case
         of either clause (a) or (b), whether in a single transaction or a
         series of related transactions (i) that have a fair market value in
         excess of $3,000,000 or (ii) for net proceeds in excess of $3,000,000.
         Notwithstanding the foregoing: (A) a transfer of assets by the Company
         to a Term Loan Wholly-Owned Subsidiary that is a Restricted Subsidiary
         or by a Term Loan Wholly-Owned Subsidiary that is a Restricted
         Subsidiary to the Company or to another Term Loan Wholly-Owned
         Subsidiary that is a Restricted Subsidiary, (B) an issuance of Equity
         Interests by a Term Loan Wholly-Owned Subsidiary that is a Restricted
         Subsidiary to the Company or to another Term Loan Wholly-Owned
         Subsidiary that is a Restricted Subsidiary, and (C) a restricted
         payment that is permitted by Section 11.4 will not be deemed to be
         Asset Sales.

                  Assignee has the meaning specified in subsection 15.8(a).

                  Attorney Costs means and includes all fees and disbursements
         of any law firm or other external counsel, the allocated cost of
         internal legal services and all disbursements of internal counsel.

                  Attributable Debt in respect of a sale and leaseback
         transaction means, at the time of determination, the present value
         (discounted at the rate of interest implicit in such transaction,
         determined in accordance with Term Loan GAAP) of the obligation of the
         lessee for net rental payments during the remaining term of the lease
         included in such sale and leaseback transaction (including any period
         for which such lease has been extended or may, at the option of the
         lessor, be extended).

                  Bank of America means Bank of America, N.A., a national
         banking association (formerly known as Bank of America National Trust
         and Savings Association).

                  Bankruptcy Code means the Federal Bankruptcy Reform Act of
         1978 (11 U.S.C. Section 101, et seq.).

                  Bankruptcy Law means Title 11, U.S. Code or any similar
         federal or state law for the relief of debtors.

<PAGE>   14

                  Base Rate means, for any day, the higher of: (a) 0.50% per
         annum above the latest Federal Funds Rate; and (b) the rate of
         interest in effect for such day as publicly announced from time to
         time by Bank of America in Charlotte, North Carolina, as its
         "reference rate." (The "reference rate" is a rate set by Bank of
         America based upon various factors including Bank of America's costs
         and desired return, general economic conditions and other factors, and
         is used as a reference point for pricing some loans, which may be
         priced at, above, or below such announced rate.)

                  Any change in the reference rate announced by Bank of America
         shall take effect at the opening of business on the day specified in
         the public announcement of such change.

                  Base Rate Loan means a Revolving Loan that bears interest
         based on the Base Rate or an L/C Advance.

                  Borrowing means (a) with respect to the Revolving Lenders, a
         borrowing hereunder consisting of Revolving Loans of the same Type
         made to the Company on the same day by the Revolving Lenders under
         Article II, and, other than in the case of Base Rate Loans, having the
         same Interest Period, and (b) with respect to the Term Lender, the
         borrowing hereunder of the Term Loan under Article II.

                  Borrowing Base means an amount equal to 50% of the net amount
         (after deduction of such reserves and allowances as the Administrative
         Agent or the Required Lenders reasonably deem proper and necessary
         based on customary credit and collection criteria utilized by asset
         based lenders) of the Eligible Inventory, as set forth in the most
         recent Borrowing Base Certificate.

                  Borrowing Base Certificate means a certificate in
         substantially the form attached hereto as Exhibit J.

                  Borrowing Date means any date on which a Borrowing occurs
         under Section 2.3.

                  Business Day means any day other than a Saturday, Sunday or
         other day on which commercial banks in San Francisco are authorized or
         required by law to close and, if the applicable Business Day relates
         to any Offshore Rate Loan, means such a day on which dealings are
         carried on in the applicable offshore dollar interbank market.

                  Capital Adequacy Regulation means any guideline, request or
         directive of any central bank or other Governmental Authority, or any
         other law, rule or regulation, whether or not having the force of law,
         in each case, regarding capital adequacy of any bank or of any
         corporation controlling a bank.

<PAGE>   15

                  Capital Expenditures means all expenditures which, in
         accordance with GAAP, would be required to be capitalized and shown on
         the consolidated balance sheet of the Company, but (i) excluding
         expenditures made in connection with the replacement, substitution or
         restoration of assets to the extent financed (A) from insurance
         proceeds (or other similar recoveries) paid on account of the loss of
         or damage to the assets being replaced or restored or (B) with awards
         of compensation arising from the taking by eminent domain or
         condemnation of the assets being replaced and (ii) excluding
         expenditures incurred by the creation of Capitalized Lease Obligations
         and financed thereby.

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

                  Capitalized Lease Obligations means all monetary obligations
         of the Company or any of its Subsidiaries under any leasing or similar
         arrangement which, in accordance with GAAP, would be classified as
         capitalized leases, and, for purposes of this Agreement and each other
         Loan Document, the amount of such obligations shall be the capitalized
         amount thereof, determined in accordance with GAAP, and the stated
         maturity thereof shall be the date of the last payment of rent or any
         other amount due under such lease prior to the first date upon which
         such lease may be terminated by the lessee without payment of a
         penalty.

                  Cash Collateralize means to pledge and deposit with or
         deliver to the Administrative Agent, for the benefit of the
         Administrative Agent, the Issuing Lender and the Revolving Lenders, as
         additional collateral for the L/C Obligations, cash or deposit account
         balances pursuant to documentation in form and substance satisfactory
         to the Administrative Agent and the Issuing Lender (which documents
         are hereby consented to by the Revolving Lenders). Derivatives of such
         term shall have a corresponding meaning. The Company hereby grants the
         Administrative Agent, for the benefit of the Administrative Agent, the
         Issuing Lender and the Revolving Lenders, a security interest in all
         such cash and deposit account balances. Cash collateral shall be
         maintained in blocked, interest bearing deposit accounts at Bank of
         America.

                  Cash Equivalent Investments shall mean (i) securities issued
         or directly and fully guaranteed or insured by the United States of
         America or any agency or instrumentality thereof (provided that the
         full faith and credit of the United States of America is pledged in
         support thereof) having maturities of not more than one year from the
         date of acquisition, (ii) marketable direct obligations issued by any
         State of the United States of America or any local government or other
         political


<PAGE>   16

         subdivision thereof rated (at the time of acquisition of such
         security) at least BBB by Standard & Poor's Ratings Services, a
         division of The McGraw-Hill Companies, Inc. ("S&P") or Baa2 the
         equivalent thereof by Moody's Investors Service, Inc. ("Moody's")
         having maturities of not more than one year from the date of
         acquisition, (iii) U.S. dollar denominated time deposits, certificates
         of deposit and bankers' acceptances of (x) any Revolving Lender, (y)
         any domestic commercial bank of recognized standing having capital and
         surplus in excess of $250,000,000 or (z) any bank whose short-term
         commercial paper rating (at the time of acquisition of such security)
         by S&P of at least A-2 or the equivalent thereof (any such bank, an
         "Approved Bank"), in each case with maturities of not more than six
         months from the date of acquisition, (iv) commercial paper and
         variable or fixed rate notes issued by any Revolving Lender or
         Approved Bank or by the parent company of any Revolving Lender or
         Approved Bank and commercial paper and variable rate notes issued by,
         or guaranteed by, any industrial or financial company with a
         short-term commercial paper rating (at the time of acquisition of such
         security) of at least A-2 or the equivalent thereof by S&P or at least
         P-2 or the equivalent thereof by Moody's, or guaranteed by any
         industrial company with a long-term unsecured debt rating (at the time
         of acquisition of such security) of at least BBB or the equivalent
         thereof by S&P or at least Baa2 or the equivalent thereof by Moody's
         and in each case maturing within one year after the date of
         acquisition, (v) repurchase agreements with any Revolving Lender or
         any primary dealer maturing within one year from the date of
         acquisition that are fully collateralized by investment instruments
         that would otherwise be Cash Equivalent Investments; provided that the
         terms of such repurchase agreements comply with the guidelines set
         forth in the Federal Financial Institutions Examination Council
         Supervisory Policy -- Repurchase Agreements of Depository Institutions
         With Securities Dealers and Others, as adopted by the Comptroller of
         the Currency on October 31, 1985 and (vi) loan participations in
         aggregate of no more than $10,000,000 having maturities of not more
         than 30 days from the date of the acquisition.

                  Cash Equivalents means: (a) United States dollars, (b)
         securities issued or directly and fully guaranteed or insured by the
         United States government or any agency or instrumentality thereof
         having maturities of not more than six months from the date of
         acquisition, (c) certificates of deposit and eurodollar time deposits
         with maturities of six months or less from the date of acquisition,
         bankers' acceptances with maturities not exceeding six months and
         overnight bank deposits, in each case with any lender party to this
         Agreement or with any domestic commercial bank having capital and
         surplus in excess of $500,000,000 and a Thompson Bank Watch Rating of
         "B" or better, (d) repurchase obligations with a term of not more than
         seven days for underlying securities of the types described in clauses
         (b) and (c) above entered into with any financial institution meeting
         the qualifications specified in clause (c) above, (e) commercial paper
         having the highest rating obtainable from Moody's Investors Service,
         Inc. or Standard & Poor's Corporation and in each case maturing within
         six months after the date of

<PAGE>   17

         acquisition, and (f) securities quoted by the Nasdaq National Market
         or listed on a United States, Canadian or Western European national
         securities exchange.

                  Change of Control means the failure of (a) Holberg or its
         shareholders, or any thereof, to own directly or indirectly, in excess
         of 50% of the voting power of all issued and outstanding shares of
         stock of the Company; (b) NEHC to own directly 100% of the outstanding
         shares of voting stock of the Company (other than shares under stock
         options held by, or issued under stock options to, directors,
         officers, employees and former directors not in excess of 10% of the
         shares of voting stock of the Company); or (c) Holberg Inc. or its
         shareholders as of the date hereof, or any thereof, to own at least
         50% of the outstanding shares of voting stock of Holberg. For purposes
         of this definition, voting stock of a corporation shall not include
         capital stock of such corporation if such stock has only the minimal
         voting rights required by such corporation's jurisdiction of
         organization with respect to any capital stock issued by such
         corporation.

                  Change of Control Offer has the meaning specified in Section
         2.9(a).

                  Change of Control Payment has the meaning specified in
         Section 2.9(a).

                  Change of Control Payment Date has the meaning specified in
         Section 2.9(a).

                  Closing Date means the date on which all conditions precedent
         set forth in Sections 6.1 and 6.2 are satisfied or waived by all
         Revolving Lenders.

                  Code means the Internal Revenue Code of 1986, and regulations
         promulgated thereunder.

                  Collateral means any collateral granted to the Administrative
         Agent for the benefit of the Administrative Agent, or the Lenders, to
         secure the Obligations of the Company, or any Guarantor, under any
         Loan Document.

                  Collateral Documents means the Security Agreement, the Pledge
         Agreement, the Subsidiary Pledge Agreement, the Trademark Security
         Agreement, the NEHC Pledge Agreement, the ProSource Trademark Security
         Agreement and the Mortgages.

                  Commitment Fee Rate means 5/8 of 1.00%.

                  Compliance Certificate means a certificate substantially in
         the form of Exhibit C.

                  Computation Period means as at any fiscal quarter end, the
         period of four consecutive quarters then ending.

<PAGE>   18

                  Consent means that certain Agreement and Consent, dated as of
         the date hereof, by the Guarantors.

                  Consolidated Cash Flow means, with respect to any Person for
         any period, the Term Loan Consolidated Net Income of such Person for
         such period plus: (1) an amount equal to any extraordinary loss plus
         any net loss realized in connection with an Asset Sale (to the extent
         such losses were deducted in computing such Term Loan Consolidated Net
         Income), plus (2) provision for taxes based on income or profits of
         such Person and its Term Loan Subsidiaries for such period, to the
         extent that such provision for taxes was included in computing such
         Term Loan Consolidated Net Income, plus (3) consolidated interest
         expense of such Person and its Term Loan Subsidiaries for such period,
         whether paid or accrued and whether or not capitalized (including,
         without limitation, amortization of debt issuance costs and original
         issue discount, non-cash interest payments, the interest component of
         any deferred payment obligations, the interest component of all
         payments associated with Term Loan Capital Lease Obligations,
         commissions, discounts and other fees and charges incurred in respect
         of letter of credit or bankers' acceptance financings, and net
         payments (if any) pursuant to Hedging Obligations), to the extent that
         any such expense was deducted in computing such Term Loan Consolidated
         Net Income, plus (4) depreciation, amortization (including
         amortization of goodwill and other intangibles but excluding
         amortization of prepaid cash expenses that were paid in a prior
         period) and other non-cash expenses (excluding any such non-cash
         expense to the extent that it represents an accrual of or reserve for
         cash expenses in any future period or amortization of a prepaid cash
         expense that was paid in a prior period) of such Person and its Term
         Loan Subsidiaries for such period to the extent that such
         depreciation, amortization and other non-cash expenses were deducted
         in computing such Term Loan Consolidated Net Income, plus (5) in
         connection with any acquisition by the Company, projected quantifiable
         improvements in operating results (on an annualized basis) due to cost
         reductions calculated in accordance with Article 11 of Regulation S-X
         of the Securities Act and evidenced by (a) in the case of cost
         reductions of less than $10,000,000, an Officers' Certificate
         delivered to the Term Lender and (b) in the case of cost reductions of
         $10,000,000 or more, a resolution of the Board of Directors of the
         Company set forth in an Officers' Certificate delivered to the Term
         Lender, minus (6) non-cash items increasing such Term Loan
         Consolidated Net Income for such period. Notwithstanding the
         foregoing, the provision for taxes on the income or profits of, and
         the depreciation and amortization and other non-cash charges of, a
         Term Loan Subsidiary of the referent Person shall be added to Term
         Loan Consolidated Net Income to compute Consolidated Cash Flow only to
         the extent that a corresponding amount would be permitted at the date
         of determination to be dividended to the Company by its Term Loan
         Subsidiary without prior governmental approval (that has not been
         obtained), and without direct or indirect restriction pursuant to the
         terms of its charter and all agreements, instruments, judgments,
         decrees, orders, statutes, rules

<PAGE>   19

         and governmental regulations applicable to that Term Loan Subsidiary
         or its stockholders.

                  Consolidated Net Income means, with respect to the Company
         and its Subsidiaries for any period, the net income (or loss) of the
         Company and its Subsidiaries for such period.

                  Consolidated Net Worth means, with respect to any Person as
         of any date, the sum of: (1) the consolidated equity of the common
         stockholders of such Person and its consolidated Term Loan
         Subsidiaries as of such date, plus (2) the respective amounts reported
         on such Person's balance sheet as of such date with respect to any
         series of preferred stock (other than Disqualified Stock) that by its
         terms is not entitled to the payment of dividends unless such
         dividends may be declared and paid only out of net earnings in respect
         of the year of such declaration and payment, but only to the extent of
         any cash received by such Person upon issuance of such preferred
         stock, less (x) all write-ups (other than write-ups resulting from
         foreign currency translations and write-ups of tangible assets of a
         going concern business made within 12 months after the acquisition of
         such business) subsequent to the date hereof in the book value of any
         asset owned by such Person or a consolidated Term Loan Subsidiary of
         such Person, (y) all investments as of such date in unconsolidated
         Term Loan Subsidiaries and in Persons that are not Term Loan
         Subsidiaries (except, in each case, Permitted Investments), and (z)
         all unamortized debt discount and expense and unamortized deferred
         charges as of such date, all of the foregoing determined in accordance
         with Term Loan GAAP.

                  Contingent Obligation means, as to any Person, any direct or
         indirect liability of that Person, whether or not contingent, with or
         without recourse, (a) with respect to any Indebtedness, lease,
         dividend (declared and not paid), letter of credit or other obligation
         (the "primary obligations") of another Person (the "primary obligor"),
         including any obligation of that Person (i) to purchase, repurchase or
         otherwise acquire such primary obligations or any security therefor,
         (ii) to advance or provide funds for the payment or discharge of any
         such primary obligation, or to maintain working capital or equity
         capital of the primary obligor or otherwise to maintain the net worth
         or solvency or any balance sheet item, level of income or financial
         condition 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 holder of any such primary obligation
         against loss in respect thereof (each, a "Guaranty Obligation"); (b)
         with respect to any Surety Instrument (other than any Letter of
         Credit) issued for the account of that Person or as to which that
         Person is otherwise liable for reimbursement of drawings or payments;
         (c) to purchase any materials, supplies or other property from, or to
         obtain the services of, another Person if the relevant contract or
         other related document or obligation requires

<PAGE>   20

         that payment for such materials, supplies or other property, or for
         such services, shall be made regardless of whether delivery of such
         materials, supplies or other property is ever made or tendered, or
         such services are ever performed or tendered; or (d) with respect to
         any Hedging Agreement. The amount of any Contingent Obligation shall,
         in the case of Guaranty Obligations, be deemed equal to the stated or
         determinable amount of the primary obligation in respect of which such
         Guaranty Obligation is made or, if not stated or if indeterminable,
         the maximum reasonably anticipated liability in respect thereof, and
         in the case of other Contingent Obligations, shall be equal to the
         maximum reasonably anticipated liability in respect thereof.

                  Contractual Obligation means, as to any Person, any provision
         of any security issued by such Person or of any agreement,
         undertaking, contract, lease, indenture, mortgage, deed of trust, deed
         to secure debt or other instrument, document or agreement to which
         such Person is a party or by which it or any of its property is bound.

                  Continuing Directors means, as of any date of determination,
         any member of the Company's Board of Directors who: (1) was a member
         of such Board of Directors on the date hereof or (2) was nominated for
         election or elected to such Board of Directors with the approval of a
         majority of the Continuing Directors who were members of such Board at
         the time of such nomination or election.

                  Conversion/Continuation Date means any date on which, under
         Section 2.4, the Company (a) converts Revolving Loans of one Type to
         another Type, or (b) continues as Revolving Loans of the same Type,
         but with a new Interest Period, Revolving Loans having Interest
         Periods expiring on such date.

                  Corporate Allocations means the amount paid by the Company to
         Holberg for managerial and administration services performed by
         Holberg for the Company.

                  Credit Extension means and includes (a) the making of any
         Loans hereunder, and (b) the Issuance of any Letters of Credit
         hereunder (including the Existing Letters of Credit).

                  Credit Facilities means, one or more credit or debt
         facilities (including, without limitation, the facility created by
         this Agreement) or commercial paper facilities, providing for
         revolving credit loans, term loans, receivables financing not
         otherwise permitted hereunder (including through the sale of
         receivables to such lenders or to special purpose entities formed to
         borrow from such lenders against such receivables) or letters of
         credit, in each case, as amended, restated, modified, renewed,
         refunded, replaced or refinanced in whole or in part from time to
         time.

                  Debt means, with respect to any Person, any indebtedness of
         such Person, whether or not contingent, in respect of borrowed money
         or evidenced by bonds,

<PAGE>   21

         notes, debentures or similar instruments or letters of credit (or
         reimbursement agreements in respect thereof) or bankers' acceptances
         or representing Term Loan Capital Lease Obligations or the balance
         deferred and unpaid of the purchase price of any property or
         representing any Hedging Obligations, except any such balance that
         constitutes an accrued expense or trade payable, if and to the extent
         any of the foregoing indebtedness (other than letters of credit and
         Hedging Obligations) would appear as a liability upon a balance sheet
         of such Person prepared in accordance with Term Loan GAAP, as well as
         all indebtedness of others secured by a Term Loan Lien on any asset of
         such Person (whether or not such indebtedness is assumed by such
         Person) and, to the extent not otherwise included, the Guarantee by
         such Person of any indebtedness of any other Person. The amount of any
         Debt outstanding as of any date shall be:

                           (1) the accreted value thereof, in the case of any
                  Debt that does not require current payments of interest, and

                           (2) the principal amount thereof, together with any
                  interest thereon that is more than 30 days past due, in the
                  case of any other Debt.

                  Default means any Revolving Loan Default or Term Loan Default.

                  Disqualified Stock means any Capital Stock that, by its terms
         (or by the terms of any security into which it is convertible or for
         which it is exchangeable), or upon the happening of any event, matures
         or is mandatorily redeemable, pursuant to a sinking fund obligation or
         otherwise, or redeemable at the option of the holder thereof, in whole
         or in part, on or prior to the date that is 91 days after the date on
         which the Term Loan portion of this Agreement matures; provided,
         however, that any Capital Stock that would not qualify as Disqualified
         Stock but for change of control provisions shall not constitute
         Disqualified Stock if the provisions are not more favorable to the
         holders of such Capital Stock than the provisions of Section 2.9.

                  DLJ means Donaldson, Lufkin & Jenrette Securities Corporation.

                  Dollars, dollars and $ each mean lawful money of the United
         States.

                  Domestic Subsidiary means any Term Loan Subsidiary that was
         formed under the laws of the United States or any state thereof or the
         District of Columbia.

                  EBITDA means, for any Computation Period, the sum of

                           (a) Consolidated Net Income of the Company for such
                  period excluding, to the extent reflected in determining such
                  Consolidated Net Income, extraordinary gains and losses for
                  such period and non-recurring gains and charges,

<PAGE>   22

                  plus

                           (b) to the extent deducted in determining
                  Consolidated Net Income, Interest Expense, income tax
                  expense, depreciation, depletion and amortization for such
                  period.

                  Effective Amount means (i) with respect to any Revolving
         Loans on any date, the aggregate outstanding principal amount thereof
         after giving effect to any Borrowings and prepayments or repayments of
         Revolving Loans occurring on such date; and (ii) with respect to any
         outstanding L/C Obligations on any date, the amount of such L/C
         Obligations on such date after giving effect to any Issuances of
         Letters of Credit occurring on such date and any other changes in the
         aggregate amount of the L/C Obligations as of such date, including as
         a result of any reimbursements of outstanding unpaid drawings under
         any Letters of Credit or any reductions in the maximum amount
         available for drawing under Letters of Credit taking effect on such
         date.

                  Eligible Assignee means (i) a commercial bank organized under
         the laws of the United States, or any state thereof, and having a
         combined capital and surplus of at least $100,000,000; (ii) a
         commercial bank organized under the laws of any other country which is
         a member of the Organization for Economic Cooperation and Development
         (the "OECD"), or a political subdivision of any such country, and
         having a combined capital and surplus of at least $100,000,000,
         provided that such bank is acting through a branch or agency located
         in the country in which it is organized or another country which is
         also a member of the OECD; (iii) a Person that is primarily engaged in
         the business of commercial banking and that is (A) a Subsidiary of a
         Revolving Lender, (B) a Subsidiary of a Person of which a Revolving
         Lender is a Subsidiary, or (C) a Person of which a Revolving Lender is
         a Subsidiary; and (iv) any other Person as the Administrative Agent
         and the Company shall mutually agree.

                  Eligible Inventory means, at the time of any determination
         thereof, all Inventory of the Company or any of its Subsidiaries
         arising in the ordinary course of business of such Company or
         Subsidiary, calculated on a FIFO basis (except the inventory of
         ProSource may be calculated on a weighted moving average basis until
         the J.D. Edwards software conversion is completed), as to which the
         following requirements have been fulfilled to the reasonable
         satisfaction of the Administrative Agent:

1.             the Company or such Subsidiary has lawful and absolute title to
such Inventory;

<PAGE>   23

1.             the Company or such Subsidiary has the full and unqualified
right to assign and grant a Lien in such Inventory to the Administrative Agent
as security for the Obligations and any obligations arising under Hedging
Agreements;

1.             pursuant to the Security Agreement, all of such Inventory is
subject to a Lien in favor of the Administrative Agent for the benefit of the
Lenders, which Lien would be prior to the rights of, and enforceable as such
against, any other Person other than any rights under contract or law of any
lessor of premises on which the Inventory is located provided that the value of
Eligible Inventory shall be calculated net of any such rights, which rights
shall be assumed to be equal to two months rent unless otherwise determined by
the Company or the Administrative Agent;

1.             none of the Inventory is subject to any Lien in favor of any
Person other than the Lien of the Administrative Agent pursuant to the Security
Agreement, other than any rights under contract or law of any lessor of
premises on which the Inventory is located provided that the value of Eligible
Inventory shall be calculated net of any such rights, which rights shall be
assumed to be equal to two months rent unless otherwise demonstrated by the
Company or the Administrative Agent;

1.             none of such Inventory is obsolete, unsalable, damaged, or
otherwise unfit for sale or further processing;

1.             the use of all of such Inventory complies with the rules and
regulations of the Federal Fair Labor Standards Act of 1932 (including Sections
206 and 207 thereof), and any rules or regulations promulgated thereunder;

1.             none of such Inventory includes an earned rebate or, to the
extent it does, such portion that represents an earned rebate shall not be
included in the calculation of the amount of the Eligible Inventory;

1.             such Inventory is recorded net of cash discounts taken from
vendors; and

1.             such Inventory includes a freight adjustment only to the extent
it is actually incurred.

         Any Inventory which is at any time Eligible Inventory, but which
         subsequently fails to meet any of the foregoing requirements, shall
         forthwith cease to be Eligible Inventory.

                  Environmental Claims means all claims, however asserted, by
         any Governmental Authority or other Person alleging potential
         liability or responsibility for violation of any Environmental Law, or
         for release or injury to the environment.

<PAGE>   24

                  Environmental Laws means all federal, state or local laws,
         statutes, common law duties, rules, regulations, ordinances and codes,
         together with all administrative orders, directed duties, requests,
         licenses, authorizations and permits of, and agreements with, any
         Governmental Authorities, in each case relating to environmental,
         health, safety and land use matters.

                  Equity Interests means Capital Stock and all warrants,
         options or other rights to acquire Capital Stock (but excluding any
         debt security that is convertible into, or exchangeable for, Capital
         Stock).

                  ERISA means the Employee Retirement Income Security Act of
         1974, as amended, and regulations promulgated thereunder.

                  ERISA Affiliate means any trade or business (whether or not
         incorporated) under common control with the Company within the meaning
         of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of
         the Code for purposes of provisions relating to Section 412 of the
         Code).

                  ERISA Event means (a) a Reportable Event with respect to a
         Pension Plan; (b) the failure to make a required contribution to a
         Pension Plan if such failure is sufficient to give rise to a Lien
         under Section 302(f) of ERISA; (c) a withdrawal by the Company or any
         ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA
         during a plan year in which it was a substantial employer (as defined
         in Section 4001(a)(2) of ERISA) or a cessation of operations which is
         treated as such a withdrawal under Section 4062(e) of ERISA; (d) a
         complete or partial withdrawal by the Company or any ERISA Affiliate
         from a Multiemployer Plan or notification that a Multiemployer Plan is
         in reorganization; (e) the filing of a notice of intent to terminate,
         the treatment of a Plan amendment as a termination under Section 4041
         or 4041A of ERISA, or the commencement of proceedings by the PBGC to
         terminate a Pension Plan or Multiemployer Plan; (f) an event or
         condition which might reasonably be expected to constitute grounds
         under Section 4042 of ERISA for the termination of, or the appointment
         of a trustee to administer, any Pension Plan or Multiemployer Plan; or
         (g) the imposition of any liability under Title IV of ERISA, other
         than PBGC premiums due but not delinquent under Section 4007 of ERISA,
         upon the Company or any ERISA Affiliate.

                  Event of Default means any Revolving Loan Event of Default or
         Term Loan Event of Default.

                  Exchange Act means the Securities and Exchange Act of 1934,
         and regulations promulgated thereunder.

                  Existing Credit Agreement has the meaning specified in the
         recitals.

<PAGE>   25
                  Existing Debt means the Company's Debt and that of its Term
         Loan Subsidiaries (other than Debt under this Agreement and any
         permitted refinancings thereof) in existence on the date hereof, until
         such amounts are repaid.

                  Existing Letters of Credit means the letters of credit
         described in Schedule 3.3.

                  Existing Fee Letter means the letter agreement between the
         Company, the Administrative Agent and BancAmerica Robertson Stephens
         dated May 15, 1998.

                  Federal Funds Rate means, for any day, the rate set forth in
         the weekly statistical release designated as H.15(519), or any
         successor publication, published by the Federal Reserve Bank of New
         York (including any such successor, "H.15(519)") on the preceding
         Business Day opposite the caption "Federal Funds (Effective)"; or, if
         for any relevant day such rate is not so published on any such
         preceding Business Day, the rate for such day will be the arithmetic
         mean as determined by the Administrative Agent of the rates for the
         last transaction in overnight Federal funds arranged prior to 9:00
         a.m. (New York City time) on that day by each of three leading brokers
         of Federal funds transactions in New York City selected by the
         Administrative Agent.

                  Fee Letter has the meaning specified in subsection 2.12(a).

                  Fixed Charges means, with respect to any Person for any
         period, the sum, without duplication, of:

                           (1) the consolidated interest expense of such Person
                  and its Restricted Subsidiaries for such period, whether paid
                  or accrued (including, without limitation, original issue
                  discount, non-cash interest payments, the interest component
                  of any deferred payment obligations, the interest component
                  of all payments associated with Term Loan Capital Lease
                  Obligations, commissions, discounts and other fees and
                  charges incurred in respect of letter of credit or bankers'
                  acceptance financings, and net payments (if any) pursuant to
                  Hedging Obligations),

                           (2) the consolidated interest expense of such Person
                  and its Restricted Subsidiaries that was capitalized during
                  such period,

                           (3) any interest expense on Debt of another Person
                  that is Guaranteed by such Person or one of its Restricted
                  Subsidiaries or secured by a Term Loan Lien on assets of such
                  Person or one of its Restricted Subsidiaries (whether or not
                  such Guarantee or Term Loan Lien is called upon), and

<PAGE>   26

                           (4) the product of (a) all dividend payments,
                  whether or not in cash, on any series of preferred stock of
                  such Person or any of its Restricted Subsidiaries, other than
                  dividend payments on Equity Interests payable solely in the
                  Company's Equity Interests, times (b) a fraction, the
                  numerator of which is one and the denominator of which is one
                  minus the then current combined federal, state and local
                  statutory tax rate of such Person, expressed as a decimal, in
                  each case, on a consolidated basis and in accordance with
                  Term Loan GAAP.

                  Fixed Charge Coverage Ratio means with respect to any Person
         for any period, the ratio of the Consolidated Cash Flow of such Person
         and its Restricted Subsidiaries for such period to the Fixed Charges
         of such Person and its Restricted Subsidiaries for such period. In the
         event that the Company or any of its Restricted Subsidiaries incurs,
         assumes, Guarantees or redeems any Debt (other than revolving credit
         borrowings) or issues preferred stock subsequent to the commencement
         of the period for which the Fixed Charge Coverage Ratio is being
         calculated but prior to the date on which the event for which the
         calculation of the Fixed Charge Coverage Ratio is made (the
         "Calculation Date"), then the Fixed Charge Coverage Ratio shall be
         calculated giving pro forma effect to such incurrence, assumption,
         Guarantee or redemption of Debt, or such issuance or redemption of
         preferred stock, as if the same had occurred at the beginning of the
         applicable four-quarter reference period. In addition, for purposes of
         making the computation referred to above

                           (1) acquisitions that have been made by the Company
                  or any of its Restricted Subsidiaries, including through
                  mergers or consolidations and including any related financing
                  transactions, during the four-quarter reference period or
                  subsequent to such reference period and on or prior to the
                  Calculation Date shall be deemed to have occurred on the
                  first day of the four-quarter reference period and
                  Consolidated Cash Flow for such reference period shall be
                  calculated without giving effect to clause (3) of the proviso
                  set forth in the definition of Term Loan Consolidated Net
                  Income,

                           (2) the Consolidated Cash Flow attributable to
                  discontinued operations, as determined in accordance with
                  Term Loan GAAP, and operations or businesses disposed of
                  prior to the Calculation Date, shall be excluded, and

                           (3) the Fixed Charges attributable to discontinued
                  operations, as determined in accordance with Term Loan GAAP,
                  and operations or businesses disposed of prior to the
                  Calculation Date, shall be excluded, but only to the extent
                  that the obligations giving rise to such Fixed Charges will
                  not be Term Loan obligations of the referent Person or any of
                  its Restricted Subsidiaries following the Calculation Date.

<PAGE>   27

                  Foreign Subsidiary means any Term Loan Subsidiary of the
         Company that is not a Domestic Subsidiary.

                  FRB means the Board of Governors of the Federal Reserve
         System, and any Governmental Authority succeeding to any of its
         principal functions.

                  GAAP means generally accepted accounting principles set forth
         from time to time in the opinions and pronouncements of the Accounting
         Principles Board and the American Institute of Certified Public
         Accountants and statements and pronouncements of the Financial
         Accounting Standards Board (or agencies with similar functions of
         comparable stature and authority within the U.S. accounting
         profession); provided that for the purpose of calculating any
         financial covenant or financial ratio, GAAP shall mean such generally
         accepted accounting principles which are applicable to the
         circumstances as of the date hereof and provided further that upon a
         change in GAAP which would, if applicable, affect the calculation of
         financial covenants or financial ratios, the parties shall discuss the
         amendment of such covenants and ratios and the definition of GAAP.

                  Governmental Authority means any nation or government, any
         state or other political subdivision thereof, any central bank (or
         similar monetary or regulatory authority) thereof, any entity
         exercising executive, legislative, judicial, regulatory or
         administrative functions of or pertaining to government, and any
         corporation or other entity owned or controlled, through stock or
         capital ownership or otherwise, by any of the foregoing.

                  Government Securities means direct obligations of, or
         obligations guaranteed by, the United States of America for the
         payment of which guarantee or obligations the full faith and credit of
         the United States is pledged.

                  Guarantee means a guarantee (other than by endorsement of
         negotiable instruments for collection in the ordinary course of
         business), direct or indirect, in any manner (including, without
         limitation, letters of credit and reimbursement agreements in respect
         thereof), of all or any part of any Debt.

                  Guarantor means (a) NEHC; (b) as of the date hereof, each
         Subsidiary listed on Schedule 7.16; and (c) thereafter, the Persons
         referred to in clauses (a) and (b) and each other Person which from
         time to time executes and delivers a counterpart of the Guaranty.

                  Guaranty means the guaranty of the Guarantors (other than
         NEHC) in substantially the form of Exhibit H.

                  Guaranty Obligation has the meaning specified in the
         definition of Contingent Obligation.

<PAGE>   28

                  Hedging Agreement means any agreement (including any master
         agreement and any agreement, whether or not in writing, relating to
         any single transaction) that is an interest rate swap agreement, basis
         swap, forward rate agreement, commodity swap, commodity option, equity
         or equity index swap or option, bond option, interest rate option,
         forward foreign exchange agreement, rate cap, collar or floor
         agreement, currency swap agreement, cross-currency rate swap
         agreement, swap option, currency option or any other, similar
         agreement (including any option to enter into any of the foregoing).

                  Hedging Obligations means, with respect to any Person, the
         obligations of such Person under: (1) interest rate swap agreements,
         interest rate cap agreements and interest rate collar agreements, and
         (2) other agreements or arrangements designed to protect such Person
         against fluctuations in interest rates or currency rates.

                  Holberg means Holberg Industries, Inc., a Delaware
         corporation.

                  Honor Date has the meaning specified in subsection 3.3(c).

                  Impermissible Qualification means, relative to the opinion or
         certification of any independent public accountant as to any financial
         statement of any Obligor, any qualification or exception to such
         opinion or certification

                           (a) which is of a "going concern" or similar nature;

                           (b) which relates to the limited scope of
                  examination of matters relevant to such financial statement;
                  or

                           (c) which relates to the treatment or classification
                  of any item in such financial statement and which, as a
                  condition to its removal, would require an adjustment to such
                  item the effect of which would be to cause such Obligor to be
                  in default of any of its obligations under Sections 10.12 or
                  10.13.

                  Indebtedness of any Person means, without duplication, (a)
         all indebtedness for borrowed money; (b) all obligations issued,
         undertaken or assumed as the deferred purchase price of property or
         services (other than trade payables entered into in the ordinary
         course of business on ordinary terms); (c) all non-contingent
         reimbursement or payment obligations with respect to Surety
         Instruments (it being understood that undrawn letters of credit are
         contingent reimbursement obligations); (d) all obligations evidenced
         by notes, bonds, debentures or similar instruments, including
         obligations so evidenced incurred in connection with the acquisition
         of property, assets or businesses; (e) all indebtedness created or
         arising under any conditional sale or other title retention agreement,
         or incurred as financing, in either case with respect to property
         acquired by the Person (even

<PAGE>   29

         though the rights and remedies of the seller or bank under such
         agreement in the event of default are limited to repossession or sale
         of such property); (f) all Capital Lease Obligations; (g) all net
         obligations with respect to Hedging Agreements; (h) all indebtedness
         referred to in clauses (a) through (g) above secured by (or for which
         the holder of such Indebtedness has an existing right, contingent or
         otherwise, to be secured by) any Lien upon or in property (including
         accounts and contracts rights) owned by such Person, even though such
         Person has not assumed or become liable for the payment of such
         Indebtedness; and (i) all Guaranty Obligations in respect of
         indebtedness or obligations of others of the kinds referred to in
         clauses (a) through (g) above.

                  Indemnified Obligations has the meaning specified in Section
         15.5.

                  Indemnified Person has the meaning specified in Section 15.5.

                  Independent Auditor has the meaning specified in Section
         9.1(c).

                  Initial Financial Projections means the projections provided
         to the Revolving Lenders prior to the date hereof included in the
         letter from Bank of America dated September 17, 1999.

                  Insolvency Proceeding means (a) any case, action or
         proceeding before any court or other Governmental Authority relating
         to bankruptcy, reorganization, insolvency, liquidation, receivership,
         dissolution, winding-up or relief of debtors, or (b) any general
         assignment for the benefit of creditors, composition, marshaling of
         assets for creditors, or other, similar arrangement in respect of its
         creditors generally or any substantial portion of its creditors;
         undertaken under U.S. federal, state or foreign law, including the
         Bankruptcy Code.

                  Intercreditor Agreement means the Intercreditor Agreement
         dated as of July 11, 1997 between the Administrative Agent and Norwest
         Bank Minnesota, National Association as Trustee under the Pooling and
         Servicing Agreement.

                  Interest Coverage Ratio means, for the Computation Period
         most recently ended on or before such date, the ratio of (a) Adjusted
         EBITDA for such Computation Period to (b) Adjusted Interest Expense
         for such Computation Period.

                  Interest Expense means, for any period, the consolidated
         interest expense (calculated without offset for interest income) of
         the Company and its Subsidiaries for such period including interest
         expense related to Capitalized Lease Obligations.

                  Interest Payment Date means, as to any Revolving Loan other
         than a Base Rate Loan, the last day of each Interest Period applicable
         to such Revolving Loan and, as to any Base Rate Loan, the last
         Business Day of each calendar quarter;


<PAGE>   30

         provided, however, that if any Interest Period for an Offshore Rate
         Loan exceeds three months, the date that falls three months after the
         beginning of such Interest Period is also an Interest Payment Date.

                  Interest Period means, as to any Offshore Rate Loan, the
         period commencing on the Borrowing Date of such Revolving Loan or on
         the Conversion/Continuation Date on which the Revolving Loan is
         converted into or continued as an Offshore Rate Loan, and ending on
         the date one, two, three or six months thereafter as selected by the
         Company in its Notice of Borrowing or Notice of
         Conversion/Continuation;

         provided that:

                           (i) if any Interest Period would otherwise end on a
                  day that is not a Business Day, that Interest Period shall be
                  extended to the following 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 preceding Business Day;

                           (ii) 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 the calendar month at the end of such
                  Interest Period; and

                           (iii) no Interest Period shall extend beyond the
                  Revolving Termination Date.

                  Inventory means all goods now or hereafter (a) held by the
         Company or any of its Subsidiaries for sale or lease, (b) furnished or
         to be furnished by the Company or any of its Subsidiaries to a third
         party under any contract of service, (c) held by the Company or any of
         its Subsidiaries as raw materials or work in process or (d) used or
         consumed by the Company or any of its Subsidiaries in the ordinary
         course of business.

                  Invested Amount means, at any time, the outstanding principal
         amount that is owed to holders (other than Subsidiaries of the
         Company) of securities issued by, or loans to, the trust established
         under the Pooling and Servicing Agreement or any other trust
         established with respect to a Qualified Receivables Transaction.

                  Investments means, with respect to any Person, all
         investments by such Person in other Persons (including Term Loan
         Affiliates) in the forms of direct or indirect loans (including
         guarantees of Debt or other obligations), advances or capital
         contributions (excluding commission, travel and similar advances to
         officers and employees made in the ordinary course of business),
         purchases or other


<PAGE>   31

         acquisitions for consideration of Debt, Equity Interests or other
         securities, together with all items that are or would be classified as
         investments on a balance sheet prepared in accordance with Term Loan
         GAAP. If the Company or any of its Restricted Subsidiaries sells or
         otherwise disposes of any Equity Interests of any direct or indirect
         Restricted Subsidiary such that, after giving effect to any such sale
         or disposition, such Person is no longer a Restricted Subsidiary, the
         Company shall be deemed to have made an Investment on the date of any
         such sale or disposition equal to the fair market value of the Equity
         Interests of such Restricted Subsidiary not sold or disposed of in an
         amount determined as provided in the final paragraph of Section 11.4.

                  IRS means the Internal Revenue Service, and any Governmental
         Authority succeeding to any of its principal functions under the Code.

                  Issuance Date has the meaning specified in subsection 3.1(a).

                  Issue means, with respect to any Letter of Credit, to
         incorporate the Existing Letters of Credit into this Agreement, or to
         issue or to extend the expiry of, or to renew or increase the amount
         of, such Letter of Credit; and the terms "Issued," "Issuing" and
         "Issuance" have corresponding meanings.

                  Issuing Lender means Bank of America in its capacity as
         issuer of one or more Letters of Credit hereunder, together with any
         replacement letter of credit issuer arising under subsection 14.1(b)
         or Section 14.9.

                  Joint Venture means a single-purpose corporation,
         partnership, limited liability company, joint venture or other similar
         legal arrangement (whether created by contract or conducted through a
         separate legal entity) now or hereafter formed by the Company or any
         of its Subsidiaries with another Person in order to conduct a common
         venture or enterprise with such Person. No Receivables Subsidiary or
         Special Purpose Vehicle shall be considered a Joint Venture.

                  L/C Advance means each Revolving Lender's participation in
         any L/C Borrowing in accordance with its Revolving Percentage.

                  L/C Amendment Application means an application form for
         amendment of outstanding standby or commercial documentary letters of
         credit as shall at any time be in use at the Issuing Lender, as the
         Issuing Lender shall request.

                  L/C Application means an application form for issuances of
         standby or commercial documentary letters of credit as shall at any
         time be in use at the Issuing Lender, as the Issuing Lender shall
         request.

<PAGE>   32

                  L/C Borrowing means an extension of credit resulting from a
         drawing under any Letter of Credit which shall not have been
         reimbursed on the date when made nor converted into a Borrowing of
         Revolving Loans under subsection 3.3(c).

                  L/C Commitment means the commitment of the Issuing Lender to
         Issue, and the commitment of the Revolving Lenders severally to
         participate in Letters of Credit (including the Existing Letters of
         Credit) from time to time Issued or outstanding under Article III, in
         an aggregate amount not to exceed on any date the amount of
         $50,000,000, as the same shall be reduced as a result of a reduction
         in the L/C Commitment pursuant to Section 2.5; provided that the L/C
         Commitment is a part of the combined Revolving Commitments, rather
         than a separate, independent commitment.

                  L/C Fee Rate means, at any time, the Applicable Offshore Rate
         Margin; provided that each of the foregoing rates shall be increased
         by 2% at any time a Revolving Loan Event of Default exists.

                  L/C Obligations means, at any time, the sum of (a) the
         aggregate undrawn amount of all Letters of Credit then outstanding,
         plus (b) the amount of all unreimbursed drawings under all Letters of
         Credit, including all outstanding L/C Borrowings.

                  L/C-Related Documents means the Letters of Credit, the L/C
         Applications, the L/C Amendment Applications and any other document
         relating to any Letter of Credit, including any of the Issuing
         Lender's standard form documents for letter of credit issuances.

                  Lender has the meaning specified in the introductory clause
         hereto. References to the "Lenders" shall include the Revolving
         Lenders, the Term Lender and Bank of America, including in its
         capacity as Issuing Lender; for purposes of clarification only, to the
         extent that Bank of America may have any rights or obligations in
         addition to those of the Revolving Lenders due to its status as
         Issuing Lender, its status as such will be specifically referenced.

                  Lending Office means, as to any Lender, the office or offices
         of such Lender specified as its "Lending Office" or "Domestic Lending
         Office" or "Offshore Lending Office", as the case may be, on Schedule
         15.2, or such other office or offices as such Lender may from time to
         time notify the Company and the Administrative Agent.

                  Letters of Credit means the Existing Letters of Credit and
         any letters of credit (whether standby letters of credit or commercial
         documentary letters of credit) Issued by the Issuing Lender pursuant
         to Article III.

<PAGE>   33

                  Leverage Ratio means, as at any fiscal quarter end for the
         Company and its Subsidiaries on a consolidated basis, the ratio of

                           (i) Senior Secured Debt (other than Obligations in
                  respect of the Term Loan) as of such fiscal quarter end

                  to

                           (ii) Adjusted EBITDA.

                  Lien means any security interest, mortgage, deed of trust,
         pledge, hypothecation, assignment, charge or deposit arrangement,
         encumbrance, lien (statutory or other) or preferential arrangement of
         any kind or nature whatsoever in respect of any property (including
         those created by, arising under or evidenced by any conditional sale
         or other title retention agreement, the interest of a lessor under a
         capital lease, any financing lease having substantially the same
         economic effect as any of the foregoing, or the filing of any
         financing statement naming the owner of the asset to which such lien
         relates as debtor, under the Uniform Commercial Code or any comparable
         law) and any contingent or other agreement to provide any of the
         foregoing, but not including the interest of a lessor under an
         operating lease.

                  Liquidated Damages has the meaning specified in Section 2.11.

                  Loan means each of the Revolving Loans and the Term Loans.

                  Loan Documents means this Agreement, any Notes, the Fee
         Letter, the Revolving/Term Loan Intercreditor Agreement, the
         L/C-Related Documents, the Pledge Agreement, the Subsidiary Pledge
         Agreements, the Guaranty, the NEHC Guaranty, the Security Agreement,
         the Trademark Security Agreement, the ProSource Trademark Security
         Agreement, the Mortgages, and all other documents delivered to the
         Administrative Agent or any Lender in connection herewith.

                  Margin Stock means "margin stock" as such term is defined in
         Regulation T, U or X of the FRB.

                  Material Adverse Effect means (a) a material adverse change
         in, or a material adverse effect upon, the operations, business,
         properties, condition (financial or otherwise) or prospects of the
         Company or the Company and its Subsidiaries taken as a whole; (b) a
         material impairment of the ability of the Company, NEHC or any
         Subsidiary to perform under any Loan Document and to avoid any
         Revolving Loan Event of Default; or (c) a material adverse effect upon
         the legality, validity, binding effect or enforceability against the
         Company or any Subsidiary of any Loan Document.

<PAGE>   34

                  Moody's has been specified in the definition of "Cash
         Equivalent Investments".

                  Mortgage means a mortgage, leasehold mortgage, deed of trust
         or similar document granting a Lien on real property in appropriate
         form for filing or recording in the applicable jurisdiction and
         otherwise reasonably satisfactory to the Administrative Agent as
         amended by the Mortgage Amendments.

                  Mortgage Amendments means amendments of each of the
         Mortgages, being delivered to the Term Lender on the Closing Date, to
         increase the secured principal amount under each such Mortgage to an
         amount equal to one point five (1.5) times the amount secured by such
         Mortgage immediately prior to the Closing Date and give notice of the
         execution and delivery of this Agreement, each in form and substance
         satisfactory to the Term Lender.

                  Mortgaged Property means the real property subject to a
         Mortgage.

                  Multiemployer Plan means a "multiemployer plan", within the
         meaning of Section 4001(a)(3) of ERISA, to which the Company or any
         ERISA Affiliate may have any liability.

                  NEHC means Nebco Evans Holding Company, a Delaware
         corporation.

                  NEHC Guaranty means the guaranty of NEHC in substantially the
         form of Exhibit I.

                  NEHC Pledge Agreement means the Amended and Restated Pledge
         Agreement dated as of May 21, 1998 (as amended, supplemented, amended
         and restated or otherwise modified from time to time) between NEHC and
         the Administrative Agent.

                  Net Income means, with respect to any Person, the net income
         (loss) of such Person, determined in accordance with Term Loan GAAP
         and before any reduction in respect of preferred stock dividends,
         excluding, however,

                           (1) any gain (but not loss), together with any
                  related provision for taxes on such gain (but not loss),
                  realized in connection with (a) any Asset Sale (including,
                  without limitation, dispositions pursuant to sale and
                  leaseback transactions) or (b) the disposition of any
                  securities by such Person or any of its Restricted
                  Subsidiaries or the extinguishment of any Debt of such Person
                  or any of its Restricted Subsidiaries and

<PAGE>   35

                           (2) any extraordinary or nonrecurring gain (but not
                  loss), together with any related provision for taxes on such
                  extraordinary or nonrecurring gain (but not loss).

                  Net Proceeds means the aggregate cash proceeds received by
         the Company or any of its Restricted Subsidiaries in respect of any
         Asset Sale (including, without limitation, any cash received upon the
         sale or other disposition of any non-cash consideration received in
         any Asset Sale), net of the direct costs relating to such Asset Sale
         (including, without limitation, legal, accounting and investment
         banking fees, and sales commissions) and any relocation expenses
         incurred as a result thereof, taxes paid or payable as a result
         thereof (after taking into account any available tax credits or
         deductions and any tax sharing arrangements), and any reserve for
         adjustment in respect of the sale price of such asset or assets
         established in accordance with Term Loan GAAP.

                  New Subordinated Debt means all unsecured Indebtedness of the
         Company for money borrowed which is subordinated with covenants and
         upon terms relating to tenor and subordination substantially the same
         as those contained in the Senior Subordinated Notes.

                  Non-Recourse Debt means Debt

                           (1) as to which neither the Company nor any of its
                  Restricted Subsidiaries (a) provides credit support of any
                  kind (including any undertaking, agreement or instrument that
                  would constitute Debt), (b) is directly or indirectly liable
                  (as a guarantor or otherwise), or (c) constitutes the lender;

                           (2) no default with respect to which (including any
                  rights that the holders thereof may have to take enforcement
                  action against an Unrestricted Subsidiary) would permit (upon
                  notice, lapse of time or both) any holder of any other Debt
                  of the Company or any of its Restricted Subsidiaries to
                  declare a default on such other Debt or cause the payment
                  thereof to be accelerated or payable prior to its stated
                  maturity; and

                           (3) as to which the lenders have been notified in
                  writing that they will not have any recourse to the stock or
                  assets of the Company or any of its Restricted Subsidiaries.

                  Note means, with respect to a Revolving Lender, the Revolving
         Loan Note, and with respect to the Term Lender, the Term Loan Note.

                  Notice of Borrowing means a notice in substantially the form
         of Exhibit A.

<PAGE>   36

                  Notice of Conversion/Continuation means a notice in
         substantially the form of Exhibit B.

                  Obligations means all advances, debts, liabilities,
         obligations, covenants and duties arising under any Loan Document
         owing by the Company or any Subsidiary to any Lender, the
         Administrative Agent, or any Indemnified Person, whether direct or
         indirect (including those acquired by assignment), absolute or
         contingent, due or to become due, now existing or hereafter arising.

                  OECD has the meaning specified in the definition of "Eligible
         Assignee".

                  Officer means, with respect to any Person, the Chairman of
         the Board, the Chief Executive Officer, the President, the Chief
         Operating Officer, the Chief Financial Officer, the Treasurer, any
         Assistant Treasurer, the Controller, the Secretary or any
         Vice-President of such Person.

                  Officers' Certificate means a certificate signed on behalf of
         the Company by two Officers of the Company, one of whom must be the
         principal executive officer, the principal financial officer, the
         treasurer or the principal accounting officer of the Company. Each
         certificate with respect to compliance with a condition or covenant
         provided for in this Agreement shall include: (a) a statement that the
         Person making such certificate or opinion has read such covenant or
         condition; (b) a brief statement as to the nature and scope of the
         examination or investigation upon which the statements or opinions
         contained in such certificate or opinion are based; (c) a statement
         that, in the opinion of such Person, he or she has made such
         examination or investigation as is necessary to enable him to express
         an informed opinion as to whether or not such covenant or condition
         has been satisfied; and (d) a statement as to whether or not, in the
         opinion of such Person, such condition or covenant has been satisfied.

                  Offshore Rate means, for any Interest Period, with respect to
         Offshore Rate Loans comprising part of the same Borrowing, the rate of
         interest per annum (rounded upward to the next 1/100th of 1%)
         determined by the Administrative Agent as follows:

                                      Offshore Rate      =        IBOR
                                                               -----------
                               1.00 - Eurodollar Reserve Percentage

         where,

                  Eurodollar Reserve Percentage means for any day for any
                  Interest Period the maximum reserve percentage (expressed as
                  a decimal, rounded upward to the next 1/100th of 1%) in
                  effect on such day (whether or not applicable to any
                  Revolving Lender) under regulations issued from time to time
                  by the FRB for determining the maximum reserve requirement
                  (including any emergency, supplemental or other marginal
                  reserve requirement) with

<PAGE>   37

                  respect to Eurocurrency funding (currently referred to as
                  "Eurocurrency liabilities"); and

                  IBOR means the rate of interest per annum determined by the
                  Administrative Agent as the rate at which dollar deposits in
                  the approximate amount of Bank of America's Offshore Rate
                  Loan for such Interest Period would be offered by Bank of
                  America's Grand Cayman Branch, Grand Cayman B.W.I. (or such
                  other office as may be designated for such purpose by Bank of
                  America), to major banks in the offshore dollar interbank
                  market at their request at approximately 12:00 noon (New York
                  City time) two Business Days prior to the commencement of
                  such Interest Period.

                  The Offshore Rate shall be adjusted automatically as to all
         Offshore Rate Loans then outstanding as of the effective date of any
         change in the Eurodollar Reserve Percentage.

                  Offshore Rate Loan means a Revolving Loan that bears interest
         based on the Offshore Rate.

                  Organization Documents means, for any corporation, the
         certificate or articles of incorporation, the bylaws, any certificate
         of determination or instrument relating to the rights of preferred
         shareholders of such corporation, any shareholder rights agreement,
         and all applicable resolutions of the board of directors (or any
         committee thereof) of such corporation.

                  Other Taxes means any present or future stamp or documentary
         taxes or any other excise or property taxes, charges or similar levies
         which arise from any payment made hereunder or from the execution,
         delivery or registration of, or otherwise with respect to, this
         Agreement or any other Loan Documents.

                  Participant has the meaning specified in subsection 15.8(d).

                  PBGC means the Pension Benefit Guaranty Corporation, or any
         Governmental Authority succeeding to any of its principal functions
         under ERISA.

                  Pension Plan means a pension plan (as defined in Section 3(2)
         of ERISA) subject to Title IV of ERISA, other than a Multiemployer
         Plan, with respect to which a Company or any ERISA Affiliate may have
         any liability.

                  Permitted Business means any of the businesses and any other
         businesses related to the businesses engaged in by the Company and its
         respective Restricted Subsidiaries on the date hereof.

                  Permitted Indebtedness has the meaning specified in Section
         10.5.

<PAGE>   38

                  Permitted Investments means:

                           (1) any Investment in the Company or in a Term Loan
                  Wholly Owned Subsidiary of the Company that is a Restricted
                  Subsidiary and that is engaged in a Permitted Business;

                           (2) any Investment in Cash Equivalents;

                           (3) any Investment by the Company or any Restricted
                  Subsidiary of the Company in a Person, if as a result of such
                  Investment (a) such Person becomes a Term Loan Wholly-Owned
                  Subsidiary that is a Restricted Subsidiary and that is
                  engaged in a Permitted Business or (b) such Person is merged,
                  consolidated or amalgamated with or into, or transfers or
                  conveys substantially all of its assets to, or is liquidated
                  into, the Company or a Term Loan Wholly Owned Subsidiary that
                  is a Restricted Subsidiary and is engaged in a Permitted
                  Business;

                           (4) any Restricted Investment made as a result of
                  the receipt of non-cash consideration from an Asset Sale that
                  was made pursuant to and in compliance with Section 11.2;

                           (5) any acquisition of assets solely in exchange for
                  the issuance of the Company's Equity Interests (other than
                  Disqualified Stock);

                           (6) loans and advances made after the date hereof to
                  Holberg Industries, Inc. not to exceed $10,000,000 at any
                  time outstanding;

                           (7) loans and advances made after the date hereof to
                  NEHC not to exceed $10,000,000 at any time outstanding; and

                           (8) other Investments made after the date hereof in
                  any Person having an aggregate fair market value (measured on
                  the date each such Investment was made and without giving
                  effect to subsequent changes in value), when taken together
                  with all other Investments made pursuant to this clause (8)
                  that are at the time outstanding, not to exceed $10,000,000.
                  Permitted Liens has the meaning specified in Section 10.1.

                  Permitted Refinancing Debt means any Debt of the Company or
         any of the Company's Restricted Subsidiaries issued in exchange for,
         or the net proceeds of which are used to extend, refinance, renew,
         replace, defease or refund other Debt of the Company or any of the
         Company's Restricted Subsidiaries; provided that:

                           (1) the principal amount (or accreted value, if
                  applicable) of such Permitted Refinancing Debt does not
                  exceed the principal amount of

<PAGE>   39

                  (or accreted value, if applicable), plus accrued interest on,
                  the Debt so extended, refinanced, renewed, replaced, defeased
                  or refunded (plus the amount of reasonable expenses incurred
                  in connection therewith);

                           (2) such Permitted Refinancing Debt has a final
                  maturity date later than the final maturity date of, and has
                  a Weighted Average Life to Maturity equal to or greater than
                  the Weighted Average Life to Maturity of, the Debt being
                  extended, refinanced, renewed, replaced, defeased or
                  refunded;

                           (3) if the Debt being extended, refinanced, renewed,
                  replaced, defeased or refunded is subordinated in right of
                  payment to the Term Loan, such Permitted Refinancing Debt has
                  a final maturity date later than the final maturity date of,
                  and is subordinated in right of payment to, the Term Loan on
                  terms at least as favorable to the Term Lender as those
                  contained in the documentation governing the Debt being
                  extended, refinanced, renewed, replaced, defeased or
                  refunded; and

                           (4) such Debt is incurred either by the Company or
                  by its Restricted Subsidiary who is the obligor on the Debt
                  being extended, refinanced, renewed, replaced, defeased or
                  refunded.

                  Person means an individual, partnership, corporation, limited
         liability company, business trust, joint stock company, trust,
         unincorporated association, joint venture or Governmental Authority.

                  PFS means PFS, a division of the PepsiCo, Inc.

                  PFS Acquisition means the acquisition of PFS by the Company
         pursuant to the PFS Acquisition Agreement.

                  PFS Acquisition Agreement means the Asset Purchase Agreement
         between PepsiCo, Inc. and NEHC dated May 23, 1997.

                  Plan means an employee benefit plan (as defined in Section
         3(3) of ERISA) which the Company sponsors or maintains or to which the
         Company makes, is making, or is obligated to make contributions and
         includes any Pension Plan.

                  Pledge Agreement means the Amended and Restated Pledge
         Agreement dated as of May 21, 1998 (as amended, supplemented, amended
         and restated or otherwise modified from time to time) between the
         Company and the Administrative Agent.

                  Pooling and Servicing Agreement means the Pooling and
         Servicing Agreement dated as of July 1, 1997 among AmeriServe Funding
         Corporation,

<PAGE>   40

         AmeriServe Food Distribution, Inc., and Norwest Bank Minnesota,
         National Association, as Trustee, as amended, amended and restated,
         supplemented or otherwise modified from time to time.

                  Preferred Stock means preferred stock of the Company issued
         on terms acceptable to the Required Lenders.

                  Principals means Holberg, John V. Holten, Orkla, ASA, Nebco
         Evans Distributors, Inc., NEHC, DLJ Merchant Banking Partners, L.P.,
         DLJ International Partners, C.V., DLJ Offshore Partners, C.V., DLJ
         Merchant Banking Funding, Inc., DLJ Merchant Banking Partners II,
         L.P., DLJ Merchant Banking Partners II-A, L.P., DLJ Offshore Partners
         II, C.V., DLJ Diversified Partners, L.P., DLJ Diversified Partners-A,
         L.P., DLJ Millennium Partners, L.P., DLJ Millennium Partners-A, L.P.,
         DLJMB Funding II, Inc., DLJ First ESC L.P., DLJ EAB Partners, L.P. and
         UK Investment Plan 1997 Partners.

                  ProSource means ProSource, Inc., a Delaware corporation.

                  ProSource Acquisition means the acquisition of ProSource by
         the Company pursuant to the ProSource Acquisition Agreement.

                  ProSource Acquisition Agreement means the Agreement and Plan
         of Merger by and among the Company, Steamboat Acquisition Corp. and
         ProSource dated as of January 29, 1998.

                  ProSource Trademark Security Agreement means the Trademark
         Security Agreement dated May 21, 1998 (as amended, supplemented or
         otherwise modified from time to time), between ProSource and the
         Administrative Agent.

                  Public Equity Offering means a public offering of Equity
         Interests (other than Disqualified Stock) of:

                           (1) the Company; or

                           (2) NEHC to the extent the net proceeds thereof are
                  contributed to the Company as a capital contribution, that,
                  in each case, results in net proceeds to the Company of at
                  least $25,000,000.

                  Purchase Money Note means a promissory note evidencing the
         obligation of a Receivables Subsidiary to pay all or any portion of
         the purchase price for Receivables and other Receivables Program
         Assets to the Company or any other Receivables Seller in connection
         with a Qualified Receivables Transaction, which note shall be repaid
         from cash available to the maker of such note, other than (i) cash
         required to be held as reserves pursuant to Receivables Documents,
         (ii) amounts paid in respect of interest, principal and (iii) other
         amounts owing

<PAGE>   41

         under Receivables Documents and amounts paid in connection with the
         purchase of newly generated Receivables.

                  Qualified Receivables Transaction means any transaction or
         series of transactions that may be entered into by the Company and/or
         any Subsidiary pursuant to which the Company and/or any Subsidiary may
         sell, convey or otherwise transfer to a Receivables Subsidiary (in the
         case of a transfer by the Company and/or any other Receivables Seller)
         and any other Person (in the case of a transfer by a Receivables
         Subsidiary), or may grant a security interest in, any Receivables
         Program Assets (whether now existing or arising in the future);
         provided that:

                           (a) no portion of the indebtedness or any other
                  obligations (contingent or otherwise) of a Receivables
                  Subsidiary or Special Purpose Vehicle (i) is guaranteed by
                  the Company or any other Receivables Seller (excluding
                  guarantees of obligations pursuant to Standard Securitization
                  Undertakings), (ii) is recourse to or obligates the Company
                  or any other Receivables Seller in any way other than
                  pursuant to Standard Securitization Undertakings or (iii)
                  subjects any property or asset of the Company or any other
                  Receivables Seller, directly or indirectly, contingently or
                  otherwise, to the satisfaction of obligations incurred in
                  such transactions, other than pursuant to Standard
                  Securitization Undertakings;

                           (b) neither the Company nor any other Receivables
                  Seller has any material contract, agreement, arrangement or
                  understanding with a Receivables Subsidiary or a Special
                  Purpose Vehicle (except in connection with a Purchase Money
                  Note or Qualified Receivables Transaction) other than on
                  terms no less favorable to the Company or such Receivables
                  Seller than those that might be obtained at the time from
                  Persons that are not affiliates of the Company, other than
                  fees payable in the ordinary course of business in connection
                  with servicing accounts receivable; and

                           (c) the Company and the other Receivables Sellers do
                  not have any obligation to maintain or preserve the financial
                  condition of a Receivables Subsidiary or a Special Purpose
                  Vehicle or cause such entity to achieve certain levels of
                  operating results.


                  Receivable Stated Amount means, with respect to a Receivables
         Investor Instrument, the maximum amount of the funding commitment with
         respect thereto.

                  Receivables means all rights of the Company or any other
         Receivables Seller to payments (whether constituting accounts, chattel
         paper, instruments, general intangibles or otherwise) arising from the
         sale of goods, services or future services by the Company and/or a
         Receivables Seller, and includes the right to payment of any interest
         or finance charge and other obligations with respect thereto and any
         other rights to payment recorded as a receivable.

<PAGE>   42

                  Receivables Documents means (x) each and every receivables
         purchase agreement, pooling and servicing agreement, series supplement
         thereto, certificate purchase agreement, guaranty, Purchase Money
         Note, license agreement, sublicense agreement, credit agreement,
         agreement to acquire undivided interests or other agreement to
         transfer, or create a security interest in, Receivables Program
         Assets, in each case as amended, modified, supplemented or amended and
         restated and in effect from time to time entered into by the Company,
         another Receivables Seller and/or a Receivables Subsidiary, and (y)
         each other instrument, agreement and other document entered into by
         the Company, any other Receivables Seller and/or a Receivables
         Subsidiary relating to the transactions contemplated by the items
         referred to in clause (x) above, in each case as amended, modified,
         supplemented or amended and restated and in effect from time to time.

                  Receivables Financing Costs means any loss attributable to
         the sale of Receivables Program Assets.

                  Receivables Investor Instruments means trust certificates,
         purchased interests or any other securities, instruments or agreements
         evidencing an interest in the Receivables Program Assets held by a
         Person other than the Company and its Subsidiaries (excluding
         Receivables Subsidiaries).

                  Receivables Program Assets means (a) all Receivables which
         are described as being transferred by the Company, another Receivables
         Seller and/or a Receivables Subsidiary pursuant to the Receivables
         Documents, (b) all Receivables Related Assets, and (c) all collections
         (including recoveries) and other proceeds of the assets described in
         the foregoing clauses.

                  Receivables Program Obligations means (a) notes, trust
         certificates, undivided interests, partnership interests or other
         interests representing the right to be paid a specified principal
         amount from the Receivables Program Assets, and (b) related
         obligations of the Company, a Subsidiary and/or a Special Purpose
         Vehicle (including, without limitation, rights in respect of interest
         or yield, breach of warranty claims and expense reimbursement and
         indemnity provisions). The Receivables Program Obligations shall also
         include Purchase Money Notes and guarantees by the Company of
         obligations pursuant to Standard Securitization Undertakings.

                  Receivables Related Assets means (i) any rights arising under
         the documentation governing or relating to Receivables (including
         rights in respect of liens securing such Receivables and other credit
         support in respect of such Receivables), (ii) any collections and
         other proceeds of such Receivables, (iii) any lockboxes or bank
         accounts, all documents, instruments and agreements relating to such
         lockboxes or bank accounts, and any amounts from time to time
         deposited therein, (iv) spread accounts, trust accounts and other
         similar accounts (and any

<PAGE>   43

         amounts on deposit therein) established in connection with a Qualified
         Receivables Transaction, (v) any warranty, indemnity, dilution and
         other intercompany claim arising out of Receivables Documents and (vi)
         other assets (including those contemplated by Receivables Documents)
         which are customarily transferred or in respect of which security
         interests are customarily granted in connection with asset
         securitization transactions involving accounts receivable.

                  Receivables Seller means the Company and any Subsidiary of
         the Company (other than a Receivables Subsidiary) which is a party to
         a Receivables Document.

                  Receivables Subsidiary means a special purpose wholly-owned
         subsidiary of the Company created in connection with the transactions
         contemplated by a Qualified Receivables Transaction, which subsidiary
         engages in no activities other than those incidental to such Qualified
         Receivables Transaction and which is designated as a Receivables
         Subsidiary by the Company's Board of Directors. Any such designation
         by the Board of Directors shall be evidenced by filing with the
         Administrative Agent a certified copy of the resolution of the Board
         of Directors of the Company giving effect to such designation and an
         officers' certificate certifying, to the best of such officer's
         knowledge and belief after consulting with counsel, that such
         designation, and the transactions in which the Receivables Subsidiary
         will engage, comply with the requirements of the definition of
         Qualified Receivables Transaction.

                  Receivables Transaction means:

                  (1) the sale or other disposition to a third party of Term
         Loan Receivables or an interest therein, or

                  (2) the sale or other disposition of Term Loan Receivables or
         an interest therein to a Term Loan Receivables Subsidiary followed by
         a financing transaction in connection with such sale or disposition of
         such Term Loan Receivables (whether such financing transaction is
         effected by such Term Loan Receivables Subsidiary or by a third party
         to whom such Term Loan Receivables Subsidiary sells such Term Loan
         Receivables or interests therein); provided that in each of the
         foregoing, the Company or its Term Loan Subsidiaries receive at least
         80% of the aggregate principal amount of any Term Loan Receivables
         financed in such transaction.

                  Register has the meaning specified in Section 15.8.

                  Registration Rights Agreement means the Registration Rights
         Agreement, dated as of October 1, 1999, by and among the Company,
         Nebco Evans Distributors, Inc., a Delaware corporation, Donaldson,
         Lufkin & Jenrette Securities Corporation, Banc of America Securities
         LLC and Salomon Smith Barney Inc.

<PAGE>   44

                 Related Party with respect to any Principal means:

                  (1) any controlling stockholder, 80% (or more) owned Term
         Loan Subsidiary, or spouse or immediate family member (in the case of
         an individual) of such Principal or

                  (2) any trust, corporation, partnership or other entity, the
         beneficiaries, stockholders, partners, owners or Persons beneficially
         holding an 80% or more controlling interest of which consist of such
         Principal and/or such other Persons referred to in the immediately
         preceding clause (1).

                  Reportable Event means, any of the events set forth in
         Section 4043(b) of ERISA or the regulations thereunder, other than any
         such event for which the 30-day notice requirement under ERISA has
         been waived in regulations issued by the PBGC.

                  Required Lenders means, at any time, Revolving Lenders having
         an aggregate Revolving Percentage of 51% or more.

                  Requirement of Law means, as to any Person, any law
         (statutory or common), treaty, rule or regulation or determination of
         an arbitrator or of a Governmental Authority, in each case applicable
         to or binding upon the Person or any of its property or to which the
         Person or any of its property is subject.

                  Responsible Officer means the chief executive officer or the
         president of the Company, or any other officer having substantially
         the same authority and responsibility; or, with respect to financial
         reporting or compliance with financial covenants, the chief financial
         officer or the treasurer of the Company, or any other officer having
         substantially the same authority and responsibility.

                  Restricted Investment means an Investment other than a
         Permitted Investment.

                  Restricted Subsidiary of a Person means any Term Loan
         Subsidiary of the referent Person that is not an Unrestricted
         Subsidiary.

                  Restructuring Costs means any cash integration expenditures
         related to the PFS Acquisition or the ProSource Acquisition incurred
         by the Company reflected as (i) a non-operating expense in the
         Company's income statement, (ii) a reduction of the restructuring
         reserve on the Company's balance sheet, or (iii) restructuring charges
         taken in the years 1998, 1999, and 2000 to the extent added to
         Adjusted EBITDA pursuant to clause (c) of the definition of "Adjusted
         EBITDA;" provided that "Restructuring Costs" shall not include any
         expenditures related to the J.D. Edwards software installation.

<PAGE>   45

                  Revolving Commitment means, as to each Revolving Lender, the
         commitment of such Revolving Lender to make Revolving Loans pursuant
         to Section 2.1(a). The initial amount of each Revolving Lender's
         Revolving Commitment is set forth in Schedule 2.1(a).

                  Revolving Lender means, at any time, any Lender which then
         has a Revolving Commitment or is owed a Revolving Loan or has a
         participation in any Letter of Credit.

                  Revolving Loan has the meaning specified in Section 2.1(a),
         and may be a Base Rate Loan or an Offshore Rate Loan (each a "Type" of
         Revolving Loan).

                  Revolving Loan Default means any event or circumstance which,
         with the giving of notice, the lapse of time, or both, would (if not
         cured or otherwise remedied during such time) constitute a Revolving
         Loan Event of Default.

                  Revolving Loan Event of Default means any of the events or
         circumstances specified in Section 12.1.

                  Revolving Loan Note means a promissory note executed by the
         Company in favor of a Revolving Lender pursuant to subsection 2.2(b),
         in substantially the form of Exhibit D-1.

                  Revolving Percentage means, as to any Revolving Lender, the
         percentage which (a) the amount of such Revolving Lender's Revolving
         Commitment is of (b) the aggregate amount of all of the Revolving
         Lenders' Revolving Commitments.

                  Revolving Refinancing Debt means any Indebtedness which
         replaces or refinances the Revolving Loan in whole or in part.

                  Revolving/Term Loan Intercreditor Agreement means the
         Intercreditor Agreement dated as of the date hereof (as amended,
         supplemented, amended and restated or otherwise modified from time to
         time), among the Administrative Agent as agent for the Revolving
         Lenders, the Administrative Agent as agent for the Term Lender, the
         Company and the Guarantors.

                  Revolving Termination Date means the earlier to occur of:

                  (a) June 30, 2003; and

                  (b) the date on which the Revolving Commitments terminate in
         accordance with the provisions of this Agreement.

<PAGE>   46

                  S&P has the meaning specified in the definition of "Cash
         Equivalent Investments."

                  SEC means the Securities and Exchange Commission, or any
         Governmental Authority succeeding to any of its principal functions.

                  Securities Act means the Securities Act of 1933, as amended.

                  Security Agreement means the Second Amended and Restated
         Security Agreement dated as of May 21, 1998 (as amended, supplemented,
         amended and restated or otherwise modified from time to time) between
         the Company, its Subsidiaries and the Administrative Agent.

                  Senior Secured Debt means, as to the Company and its
         Subsidiaries, (i) the Obligations, (ii) Capitalized Lease Obligations,
         (iii) obligations with respect to drawn Surety Instruments, (iv)
         Invested Amounts and (v) other senior secured obligations.

                  Senior Subordinated Notes means the Company's $500,000,000 10%
         senior subordinated notes due July 15, 2007.

                  Senior Unsecured Notes means the Company's $350,000,000 8%
         senior unsecured notes due October 15, 2007.

                  Significant Subsidiary means any Term Loan Subsidiary that
         would be a "significant subsidiary" as defined in Article 1, Rule 1-02
         of Regulation S-X, promulgated pursuant to the Securities Act, as such
         regulation is in effect on the date hereof.

                  Special Purpose Vehicle means a trust, partnership or other
         special purpose Person established by the Company and/or its
         Subsidiaries to implement a Qualified Receivables Transaction.

                  Standard Securitization Undertakings means representations,
         warranties, covenants and indemnities entered into by the Company
         and/or any Subsidiary which are reasonably customary in an accounts
         receivable transaction.

                  Stated Maturity means, with respect to any installment of
         interest or principal on any series of Debt, the date on which such
         payment of interest or principal was scheduled to be paid in the
         original documentation governing such Debt, and shall not include any
         contingent obligations to repay, redeem or repurchase any such
         interest or principal prior to the date originally scheduled for the
         payment thereof.

                  Subordinated Debt means all unsecured Indebtedness of the
         Company for money borrowed which is subordinated, upon terms
         reasonably satisfactory to the

<PAGE>   47

         Required Lenders, in right of payment to the payment in full in cash
         of all Obligations, which is payable to NEHC and on which interest is
         payable in kind, not in cash, until after June 30, 2003.

                  Subsidiary of a Person means any corporation, association,
         partnership, limited liability company, limited liability partnership,
         joint venture or other business entity of which more than 50% of the
         voting stock, membership interests or other equity interests (in the
         case of Persons other than corporations), is owned or controlled
         directly or indirectly by the Person, or one or more of the
         Subsidiaries of the Person, or a combination thereof. Unless the
         context otherwise clearly requires, references herein to a
         "Subsidiary" refer to a Subsidiary of the Company. No Special Purpose
         Vehicle will be considered a "Subsidiary".

                  Subsidiary Guarantors means all the Company's direct and
         indirect Restricted Subsidiaries other than the Foreign Subsidiaries.

                  Subsidiary Pledge Agreement means the Pledge Agreement dated
         as of May 21, 1998 (as amended, supplemented, amended and restated or
         otherwise modified from time to time) between ProSource, ProSource
         Services Corporation and the Administrative Agent.

                  Surety Instruments means all letters of credit (including
         standby and commercial), banker's acceptances, bank guaranties,
         shipside bonds, surety bonds and similar instruments.

                  Tax Sharing Agreement means that certain Tax Sharing
         Agreement effective as of the first day of the 1989 consolidated
         return year between Holberg and the Company as successor by merger to
         certain former subsidiaries of the Company.

                  Taxes means any and all present or future taxes, levies,
         imposts, deductions, charges or withholdings, and all liabilities with
         respect thereto, excluding, in the case of each Lender and the
         Administrative Agent, such taxes (including income taxes or franchise
         taxes) as are imposed on or measured by each Lender's net income by
         the jurisdiction (or any political subdivision thereof) under the laws
         of which such Lender or the Administrative Agent, as the case may be,
         is organized or maintains a lending office.

                  Term Commitment means, as to the Term Lender, the commitment
         of the Term Lender to make a Term Loan pursuant to Section 2.1(b). The
         initial amount of the Term Lender's Commitment is set forth in
         Schedule 2.1(b).

                  Term Lender means, at any time, any Lender which then has a
         Term Commitment or is owed a Term Loan.
<PAGE>   48


                  Term Lender Notes means the Term Lender's 12% senior secured
         notes due September 15, 2006.

                  Term Lender Notes Trustee means United States Trust Company
         of New York, as trustee.

                  Term Loan has the meaning specified in Section 2.1(b).

                  Term Loan Affiliate of any specified Person means any other
         Person directly or indirectly controlling or controlled by or under
         direct or indirect common control with such specified Person. For
         purposes of this definition, "control" (including, with correlative
         meanings, the terms "controlling," "controlled by" and "under common
         control with"), as used with respect to any Person, shall mean the
         possession, directly or indirectly, of the power to direct or cause
         the direction of the management or policies of such Person, whether
         through the ownership of voting securities, by agreement or otherwise;
         provided that beneficial ownership of 10% or more of the voting
         securities of a Person shall be deemed to be control.

                  Term Loan Borrowing Base means, as of any date, an amount
         equal to the sum of:

                  (1) 85% of the excess of (A) the sum of (a) the face amount
         of the Company's Term Loan Receivables and the Company's Restricted
         Subsidiaries' Receivables and (b) the book value of its undivided
         interest in the assets of the AmeriServe Master Trust, or any
         successor or replacement trust, over (B) the sum of the amounts in
         clauses A(a) and A(b) above as set forth on the Company's unaudited
         consolidated balance sheet dated as of June 26, 1999 plus

                  (2) 50% of the excess of (A) the book value of all inventory
         of the Company and its Restricted Subsidiaries calculated as of the
         end of the most recently completed month over (B) the book value of
         all inventory of the Company and its Restricted Subsidiaries as set
         forth on the Company's unaudited consolidated balance sheet dated as
         of June 26, 1999, all calculated on a consolidated basis and in
         accordance with Term Loan GAAP. For purposes of the foregoing, any
         Receivables held by the AmeriServe Master Trust as a result of a
         Receivables Transaction that are subsequently held by the Company or
         any of its Restricted Subsidiaries shall be included in the
         calculation of clause (A) above.

                  Term Loan Capital Lease Obligation means, at the time any
         determination thereof is to be made, the amount of the liability in
         respect of a capital lease that would at such time be required to be
         capitalized on a balance sheet in accordance with Term Loan GAAP.

<PAGE>   49

                  Term Loan Change of Control means the occurrence of any of
         the following:

                  (1) the sale, lease, transfer, conveyance or other
         disposition (other than by way of merger or consolidation), in one or
         a series of related transactions, of all or substantially all of the
         assets of the Company and its Term Loan Subsidiaries taken as a whole
         to any "person" (as such term is used in Section 13(d)(3) of the
         Exchange Act) other than the Principals or their Related Parties,

                  (2) the adoption of a plan relating to the Company's
         liquidation or dissolution,

                  (3) the consummation of any transaction (including, without
         limitation, any merger or consolidation) the result of which is that
         any "person" (as defined above), other than the Principals and their
         Related Parties, becomes the "beneficial owner" (as such term is
         defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except
         that a person shall be deemed to have "beneficial ownership" of all
         securities that such person has the right to acquire, whether such
         right is currently exercisable or is exercisable only upon the
         occurrence of a subsequent condition), directly or indirectly, of more
         than 50% of the Company's Voting Stock (measured by voting power
         rather than number of shares),

                  (4) the first day on which a majority of the members of the
         Board of Directors of the Company are not Continuing Directors, or

                  (5) the Company consolidates with, or merges with or into,
         any Person or sells, assigns, conveys, transfers, leases or otherwise
         disposes of all or substantially all of the Company's assets to any
         Person, or any Person consolidates with, or merges with or into, the
         Company in any such event pursuant to a transaction in which any of
         the Company's outstanding Voting Stock is converted into or exchanged
         for cash, securities or other property, other than any such
         transaction where the Company's Voting Stock outstanding immediately
         prior to such transaction is converted into or exchanged for Voting
         Stock (other than Disqualified Stock) of the surviving or transferee
         Person constituting a majority of the outstanding shares of such
         Voting Stock of such surviving or transferee Person (immediately after
         giving effect to such issuance).

                  Term Loan Consolidated Net Income means, with respect to any
         Person for any period, the aggregate of the Net Income of such Person
         and its Restricted Subsidiaries for such period, on a consolidated
         basis, determined in accordance with Term Loan GAAP; provided that:

                           (1) the Net Income (but not loss) of any Person that
                  is not a Restricted Subsidiary or that is accounted for by
                  the equity method of

<PAGE>   50

                  accounting shall be included only to the extent of the amount
                  of dividends or distributions paid in cash to the referent
                  Person or a Term Loan Wholly-Owned Subsidiary that is a
                  Restricted Subsidiary thereof,

                           (2) the Net Income of any Restricted Subsidiary
                  shall be excluded to the extent that the declaration or
                  payment of dividends or similar distributions by that
                  Restricted Subsidiary of that Net Income is not at the date
                  of determination permitted without any prior governmental
                  approval (that has not been obtained) or, directly or
                  indirectly, by operation of the terms of its charter or any
                  agreement, instrument, judgment, decree, order, statute, rule
                  or governmental regulation applicable to that Term Loan
                  Subsidiary or its stockholders,

                           (3) the Net Income of any Person acquired in a
                  pooling of interests transaction for any period prior to the
                  date of such acquisition shall be excluded,

                           (4) the cumulative effect of a change in accounting
                  principles shall be excluded, and

                           (5) the Net Income of any Unrestricted Subsidiary
                  shall be excluded, whether or not distributed to the Company
                  or one of its Restricted Subsidiaries for purposes of Section
                  11.5 and shall be included for purposes of Section 11.4 only
                  to the extent of the amount of dividends or distributions
                  paid in cash to the Company or one of its Restricted
                  Subsidiaries.

                  Term Loan Default means any event or circumstance which, with
         the giving of notice, the lapse of time, or both, would (if not cured
         or otherwise remedied during such time) constitute a Term Loan Event
         of Default.

                  Term Loan Event of Default means any of the events or
         circumstances described in Section 13.1.

                  Term Loan GAAP means generally accepted accounting principles
         set forth in the opinions and pronouncements of the Accounting
         Principles Board of the American Institute of Certified Public
         Accountants and statements and pronouncements of the Financial
         Accounting Standards Board or in such other statements by such other
         entity as have been approved by a significant segment of the
         accounting profession, which are in effect on the date of this
         Agreement.

                  Term Loan Interest Payment Date means the 15th day of each
         March and September, commencing as of March 15, 2000.

                  Term Loan Interest Rate means a rate per annum equal to 12%.

<PAGE>   51

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

                  Term Loan Maturity Date means September 15, 2006.

                  Term Loan Note means a promissory note executed by the
         Company in favor of the Term Lender pursuant to subsection 2.2(b), in
         substantially the form of Exhibit D-2.

                  Term Loan Permitted Liens means

                  (1) Term Loan Liens securing Debt under this Agreement that
         was permitted by the terms of the Term Loan portion of this Agreement
         to be incurred or other Debt allowed to be incurred under clause (2)
         of Section 11.5;

                  (2) Term Loan Liens securing Debt allowed to be incurred
         under clause (5) of Section 11.5;

                  (3) Term Loan Liens in favor of the Company;

                  (4) Term Loan Liens on property of a Person existing at the
         time such Person is merged into or consolidated with the Company or
         any Restricted Subsidiary of the Company, provided that such Term Loan
         Liens were in existence prior to the contemplation of such merger or
         consolidation and do not extend to any assets other than those of the
         Person merged into or consolidated with the Company;

                  (5) Term Loan Liens on property existing at the time of
         acquisition thereof by the Company or any Restricted Subsidiary of the
         Company, provided that such Term Loan Liens were in existence prior to
         the contemplation of such acquisition;

                  (6) Term Loan Liens to secure the performance of statutory
         obligations, surety or appeal bonds, performance bonds or other
         obligations of a like nature incurred in the ordinary course of
         business;

                  (7) Term Loan Liens existing on the date hereof;

                  (8) Term Loan Liens for taxes, assessments or governmental
         charges or claims that are not yet delinquent or that are being
         contested in good faith by

<PAGE>   52

         appropriate proceedings promptly instituted and diligently concluded,
         provided that any reserve or other appropriate provision as shall be
         required in conformity with Term Loan GAAP shall have been made
         therefor;

                  (9) Term Loan Liens incurred in the ordinary course of
         business of the Company or any Restricted Subsidiary of the Company
         with respect to obligations that do not exceed $5,000,000 at any one
         time outstanding and that (a) are not incurred in connection with the
         borrowing of money or the obtaining of advances or credit (other than
         trade credit in the ordinary course of business) and (b) do not in the
         aggregate materially detract from the value of the property or
         materially impair the use thereof in the operation of business by the
         Company or such Restricted Subsidiary, and

                  (10) Term Loan Liens on assets of Unrestricted Subsidiaries
         that (a) secure Non-Recourse Debt of Unrestricted Subsidiaries or (b)
         are incurred in connection with a Receivables Transaction.

                  Term Loan Prior Liens means liens on the Collateral that
         existed immediately before the liens securing the Term Loan were
         created.

                  Term Loan Receivables means, with respect to any Person or
         entity, all of the following property and interests in property of
         such Person or entity, whether now existing or existing in the future
         or hereafter acquired or arising:

                           (1) accounts;

                           (2) accounts receivable incurred in the ordinary
                  course of business, including, without limitation, all rights
                  to payment created by or arising from sales of goods, leases
                  of goods or the rendition of services, no matter how
                  evidenced, whether or not earned by performance;

                           (3) all rights to any goods or merchandise
                  represented by any of the foregoing after creation of the
                  foregoing, including, without limitation, returned or
                  repossessed goods;

                           (4) all reserves and credit balances with respect to
                  any such accounts receivable or account debtors;

                           (5) all letters of credit, security or guarantees
                  for any of the foregoing;

                           (6) all insurance policies or reports relating to
                  any of the foregoing;

<PAGE>   53

                           (7) all collection or deposit accounts relating to
                  any of the foregoing;

                           (8) all proceeds of the foregoing; and

                           (9) all books and records relating to any of the
                  foregoing.

                  Term Loan Receivables Subsidiary means an Unrestricted
         Subsidiary exclusively engaged in Receivables Transactions and
         activities related thereto; provided, however, that

                           (1) at no time shall the Company and its Term Loan
                  Subsidiaries have more than one Term Loan Receivables
                  Subsidiary and

                           (2) all Debt or other borrowings of such
                  Unrestricted Subsidiary shall be Non-Recourse Debt.

                  Term Loan Subsidiary means, with respect to any Person:

                  (1) any corporation, association or other business entity of
         which more than 50% of the total voting power of shares of Capital
         Stock entitled (without regard to the occurrence of any contingency)
         to vote in the election of directors, managers or trustees thereof is
         at the time owned or controlled, directly or indirectly, by such
         Person or one or more of the other Term Loan Subsidiaries of that
         Person (or a combination thereof) and

                  (2) any partnership (a) the sole general partner or the
         managing general partner of which is such Person or a Term Loan
         Subsidiary of such Person or (b) the only general partners of which
         are such Person or one or more Term Loan Subsidiaries of such Person
         (or any combination thereof).

                  Term Loan Wholly Owned Subsidiary of any Person means a Term
         Loan Subsidiary of such Person all of the outstanding Capital Stock or
         other ownership interests of which (other than directors' qualifying
         shares) shall at the time be owned by such Person or by one or more
         Term Loan Wholly Owned Subsidiaries of such Person and one or more
         Term Loan Wholly Owned Subsidiaries of such Person.

                  Trademark Security Agreement means the Amended and Restated
         Trademark Security Agreement dated July 11, 1997 (as amended,
         supplemented, amended and restated or otherwise modified from time to
         time) between AmeriServ Food Company and the Administrative Agent.

                  Type has the meaning specified in the definition of
         "Revolving Loan."


<PAGE>   54

                  UCP has the meaning specified in Section 3.9.

                  Unfunded Pension Liability means the excess of a Plan's
         benefit liabilities under Section 4001(a)(16) of ERISA, over the
         current value of that Plan's assets, determined in accordance with the
         assumptions used for funding the Pension Plan pursuant to Section 412
         of the Code for the applicable plan year.

                  United States and U.S. each means the United States of
         America.

                  Unrestricted Subsidiary means any Term Loan Subsidiary that
         is designated by the Board of Directors of the Company as an
         Unrestricted Subsidiary pursuant to a resolution of the Board of
         Directors of the Company; but only to the extent that such Term Loan
         Subsidiary:

                           (1) has no Debt other than Non-Recourse Debt;

                           (2) is not party to any agreement, contract,
                  arrangement or understanding with the Company or any of its
                  Restricted Subsidiaries unless the terms of any such
                  agreement, contract, arrangement or understanding are no less
                  favorable to the Company or such Restricted Subsidiary than
                  those that might be obtained at the time from Persons who are
                  not Term Loan Affiliates of the Company;

                           (3) is a Person with respect to which neither the
                  Company nor any of its Restricted Subsidiaries has any direct
                  or indirect obligation (a) to subscribe for additional Equity
                  Interests or (b) to maintain or preserve such Person's
                  financial condition or to cause such Person to achieve any
                  specified levels of operating results;

                           (4) has not guaranteed or otherwise directly or
                  indirectly provided credit support for any Debt of the
                  Company or any of its Restricted Subsidiaries; and

                           (5) has at least one director on its board of
                  directors that is not a director or executive officer of the
                  Company or any of its Restricted Subsidiaries and has at
                  least one executive officer that is not a director or
                  executive officer of the Company or any of its Restricted
                  Subsidiaries.

         Any such designation by the Board of Directors of the Company shall be
         evidenced to the Administrative Agent by filing with the
         Administrative Agent a certified copy of the Board Resolution giving
         effect to such designation and an Officers' Certificate certifying
         that such designation complied with the foregoing conditions and was
         permitted by Section 11.4. If, at any time, any Unrestricted
         Subsidiary would fail to meet the foregoing requirements as an
         Unrestricted Subsidiary, it shall thereafter cease to be an
         Unrestricted Subsidiary for purposes of the Term


<PAGE>   55

         Loan portion of this Agreement and any Debt of such Term Loan
         Subsidiary shall be deemed to be incurred by a Restricted Subsidiary
         of the Company as of such date (and, if such Debt is not permitted to
         be incurred as of such date under Section 11.5, the Company shall be
         in default of such covenant). The Company's Board of Directors may at
         any time designate any Unrestricted Subsidiary to be a Restricted
         Subsidiary; provided that such designation shall be deemed to be an
         incurrence of Debt by a Restricted Subsidiary of any outstanding Debt
         of such Unrestricted Subsidiary and such designation shall be
         permitted only if

                           (a) such Debt is permitted under Section 11.5, and

                           (b) no Term Loan Default or Term Loan Event of
                  Default would be in existence following such designation.

                  Voting Stock of any Person as of any date means the Capital
         Stock of such Person that is at the time entitled to vote in the
         election of the Board of Directors of such Person.

                  Weighted Average Life to Maturity means, when applied to any
         Debt at any date, the number of years obtained by dividing

                           (1) the sum of the products obtained by multiplying

                                    (a) the amount of each then remaining
                           installment, sinking fund, serial maturity or other
                           required payments of principal, including payment at
                           final maturity, in respect thereof, by

                                    (b) the number of years (calculated to the
                           nearest one-twelfth) that will elapse between such
                           date and the making of such payment, by

                           (2) the then outstanding principal amount of such
                  Debt.

                  Wholly-Owned Subsidiary means any corporation in which (other
         than directors' qualifying shares required by law) 100% of the capital
         stock of each class having ordinary voting power, and 100% of the
         capital stock of every other class, in each case, at the time as of
         which any determination is being made, is owned, beneficially and of
         record, by the Company, or by one or more of the other Wholly-Owned
         Subsidiaries, or both.

1.                         Other Interpretive Provisions. The meanings of
defined terms are equally applicable to the singular and plural forms of the
defined terms.

1.                         The words "hereof", "herein", "hereunder" and similar
words refer to this Agreement as a whole and not to any particular provision of
this Agreement; and


<PAGE>   56

clause, subsection, Section, Schedule and Exhibit references are to this
Agreement unless otherwise specified.

a)                The term "documents" includes any and all instruments,
documents, agreements, certificates, indentures, notices and other writings,
however evidenced.

a)                The term "including" is not limiting and means "including
without limitation."

a)                In the computation of periods of time from a specified date to
a later specified date, the word "from" means "from and including"; the words
"to" and "until" each mean "to but excluding", and the word "through" means "to
and including."

1.                Unless otherwise expressly provided herein, (i) references to
agreements (including this Agreement) and other contractual instruments shall be
deemed to include all subsequent amendments and other modifications thereto, but
only to the extent such amendments and other modifications are not prohibited by
the terms of any Loan Document, and (ii) references to any statute or regulation
are to be construed as including all statutory and regulatory provisions
consolidating, amending, replacing, supplementing or interpreting the statute or
regulation.

1.                The captions and headings of this Agreement are for
convenience of reference only and shall not affect the interpretation of this
Agreement.

1.                This Agreement and other Loan Documents may use several
different limitations, tests or measurements to regulate the same or similar
matters. All such limitations, tests and measurements are cumulative and shall
each be performed in accordance with their terms.

1.                This Agreement and the other Loan Documents are the result of
negotiations among and have been reviewed by counsel to the Administrative
Agent, the Company and the other parties, and are the products of all parties.
Accordingly, they shall not be construed against the Lenders or the
Administrative Agent merely because of the Administrative Agent's or Lenders'
involvement in their preparation.

1.                Accounting Principles. Unless the context otherwise clearly
requires, all accounting terms not expressly defined herein shall be construed,
and all financial computations required under this Agreement shall be made, in
accordance with GAAP, consistently applied; provided that capital leases of up
to $45,000,000 in the aggregate arising out of the sale-leaseback of
distribution centers shall be treated as operating leases for the purposes
hereof (including for the purposes of all financial computations required
hereunder).


<PAGE>   57

1.                References herein to "fiscal year" and "fiscal quarter" refer
to such fiscal periods of the Company.


                                   I. ARTICLE

                                   THE CREDIT

1.                Amounts and Terms of Commitments. Revolving Loans. Each
Revolving Lender severally agrees, on the terms and conditions set forth herein,
to make loans to the Company (each such loan, a "Revolving Loan"), from time to
time on any Business Day during the period from the Closing Date to the
Revolving Termination Date, in an aggregate amount not to exceed at any time
outstanding such Revolving Lender's Revolving Percentage of $125,000,000;
provided that, after giving effect to any Borrowing of Revolving Loans, the
aggregate amount of all Revolving Loans plus the Effective Amount of all L/C
Obligations shall not exceed the lesser of (i) the Revolving Commitments or (ii)
the Borrowing Base. Within the foregoing limits, and subject to the other terms
and conditions hereof, the Company may borrow under this subsection 2.1(a),
prepay under Section 2.6 and reborrow under this subsection 2.1(a).

1.                Term Loans. The Term Lender agrees, on the terms and
conditions set forth herein, to make a loan to the Company (such loan, the "Term
Loan"). The Term Loan may be made in up to two disbursements; the first
disbursement shall be made on the Closing Date in an amount of $205,000,000
principal amount at maturity (before original issue discount) and the second
disbursement shall be made within six months after the date hereof but in an
amount no greater than $25,000,000. Amounts borrowed as a Term Loan which are
repaid or prepaid by the Company may not be reborrowed. The Term Commitment
shall expire concurrently with the making of the Term Loan on the Closing Date.

1.                Loan Accounts. The Loans made by each Lender and the Letters
of Credit Issued by the Issuing Lender shall be evidenced by one or more
accounts or records maintained by such Lender or Issuing Lender, as the case may
be, in the ordinary course of business. The accounts or records maintained by
the Administrative Agent, the Issuing Lender and each Lender shall be rebuttable
presumptive evidence of the amount of the Loans made by the Lenders to the
Company and the Letters of Credit Issued for the account of the Company, and the
interest and payments thereon. Any failure so to record or any error in doing so
shall not, however, limit or otherwise affect the obligation of the Company
hereunder to pay any amount owing with respect to the Loans or any Letter of
Credit.

1.                Upon the request of any Lender made through the Administrative
Agent, the Loans made by such Lender may be evidenced by one or more Notes,
instead of loan accounts. Each such Lender shall endorse on the schedules
annexed to its Note(s) the date, amount and maturity of each Loan made by it and
the amount of each payment of

<PAGE>   58

principal made by the Company with respect thereto. Each such Lender is
irrevocably authorized by the Company to endorse its Note(s) and each Lender's
record shall be conclusive absent manifest error; provided, however, that the
failure of a Lender to make, or an error in making, a notation thereon with
respect to any Loan shall not limit or otherwise affect the obligations of the
Company hereunder or under any such Note to such Lender.

1.                Each disbursement of the Term Loan shall be evidenced by a
Term Loan Note.

1.                Procedure for Borrowing. Revolving Loans. Each Borrowing of
Revolving Loans shall be made upon the Company's irrevocable written notice
delivered to the Administrative Agent in the form of a Notice of Borrowing,
which notice must be received by the Administrative Agent (i) prior to 8:30 a.m.
(San Francisco time) two Business Days prior to the requested Borrowing Date, in
the case of Offshore Rate Loans; and (ii) prior to 8:30 a.m. (San Francisco
time) on the requested Borrowing Date, in the case of Base Rate Loans,
specifying:

(i)               the amount of the Borrowing of Revolving Loans, which shall be
in an aggregate minimum amount of $500,000 and a multiple of $100,000 provided
that, if the amount of (x) the unused Revolving Commitments or (y) the
availability under the Borrowing Base is less than $500,000, the Company may
borrow such amount in Base Rate Loans;

(i)               the requested Borrowing Date, which shall be a Business Day;

(i)               the Type of Loans comprising the Borrowing; and

(i)               the duration of the Interest Period applicable to such
Revolving Loans included in such notice. If the Notice of Borrowing fails to
specify the duration of the Interest Period for any Borrowing comprised of
Offshore Rate Loans, such Interest Period shall be one month.

1.                Term Loan. The Borrowing of the Term Loan shall be made upon
the Company's irrevocable written notice delivered to the Administrative Agent,
which notice must be received by the Administrative Agent prior to 8:30 a.m.
(San Francisco time) on the Closing Date.

1.                The Administrative Agent will promptly notify each Revolving
Lender of its receipt of any Notice of Borrowing for a Revolving Loan and of the
amount of such Revolving Lender's share of that Borrowing based upon such
Revolving Lender's Revolving Percentage. The Administrative Agent will promptly
notify the Term Lender of the receipt of any notice requesting the Term Loan.


<PAGE>   59

1.                Each Lender will make the amount of its share of each
Borrowing available to the Administrative Agent for the account of the Company
at the Administrative Agent's Payment Office by 11:00 a.m. (San Francisco time)
on the Borrowing Date requested by the Company in funds immediately available to
the Administrative Agent. The proceeds of all such Loans will then be made
available to the Company by the Administrative Agent at such office by crediting
the account of the Company on the books of Bank of America with the aggregate of
the amounts made available to the Administrative Agent by the Lenders and in
like funds as received by the Administrative Agent or as otherwise set forth in
the Notice of Borrowing.

1.                After giving effect to any Borrowing of Revolving Loans, there
may not be more than six different Interest Periods in effect.

1.                Conversion and Continuation Elections. With respect to
Revolving Loans only, the Company may, upon irrevocable written notice to the
Administrative Agent in accordance with subsection 2.4(b):

a)                elect, as of any Business Day, in the case of Base Rate Loans,
or as of the last day of the applicable Interest Period, in the case of any
other Type of Revolving Loans, to convert any such Revolving Loans (or any part
thereof in an amount not less than $500,000, or that is in an integral multiple
of $100,000 in excess thereof) into Revolving Loans of any other Type; or

a)                elect as of the last day of the applicable Interest Period, to
continue any Revolving Loans having Interest Periods expiring on such day (or
any part thereof in an amount not less than $500,000 or that is in an integral
multiple of $100,000 in excess thereof);

provided, that if at any time the aggregate amount of Offshore Rate Loans in
respect of any Borrowing is reduced, by payment, prepayment, or conversion of
part thereof to be less than $500,000, such Offshore Rate Loans shall
automatically convert into Base Rate Loans, and on and after such date the
right of the Company to continue such Revolving Loans as, and convert such
Revolving Loans into, Offshore Rate Loans shall terminate.

1.                The Company shall deliver a Notice of Conversion/Continuation
to be received by the Administrative Agent (i) not later than 8:30 a.m. (San
Francisco time) at least two Business Days in advance of the
Conversion/Continuation Date, if the Revolving Loans are to be converted into or
continued as Offshore Rate Loans; and (ii) not later than 8:30 a.m. (San
Francisco time) on the Conversion/Continuation Date, if the Revolving Loans are
to be converted into Base Rate Loans, specifying:

(i)               the proposed Conversion/Continuation Date;

(i)               the aggregate amount of Revolving Loans to be converted or
renewed;


<PAGE>   60

(i)               the Type of Revolving Loans resulting from the proposed
conversion or continuation; and

(i)               other than in the case of conversions into Base Rate Loans,
the duration of the requested Interest Period.

1.                If upon the expiration of any Interest Period applicable to
Offshore Rate Loans, the Company has failed to timely select a new Interest
Period to be applicable to such Offshore Rate Loans, or if any Revolving Loan
Default or Revolving Loan Event of Default then exists, the Company shall be
deemed to have elected to convert such Offshore Rate Loans into Base Rate Loans
effective as of the expiration date of such Interest Period.

1.                The Administrative Agent will promptly notify each Revolving
Lender of its receipt of a Notice of Conversion/Continuation, or, if no timely
notice is provided by the Company, the Administrative Agent will promptly notify
each Revolving Lender of the details of any automatic conversion. All
conversions and continuations shall be made ratably according to the respective
outstanding principal amounts of the Revolving Loans with respect to which the
notice was given held by each Revolving Lender.

1.                Unless the Required Lenders otherwise agree, during the
existence of a Revolving Loan Default or Revolving Loan Event of Default, the
Company may not elect to have a Revolving Loan converted into or continued as an
Offshore Rate Loan.

1.                After giving effect to any conversion or continuation of
Revolving Loans, there may not be more than six different Interest Periods in
effect.

A.                Voluntary Termination or Reduction of Revolving Commitments.
The Company may, upon not less than five Business Days' prior notice to the
Administrative Agent, terminate the Revolving Commitments, or permanently reduce
the Revolving Commitments by an aggregate minimum amount of $5,000,000 or any
multiple of $100,000 in excess thereof; unless, after giving effect thereto and
to any prepayments of Revolving Loans made on the effective date thereof, (a)
the Effective Amount of all Revolving Loans, and L/C Obligations together would
exceed the amount of the Revolving Commitments then in effect, or (b) the
Effective Amount of all L/C Obligations then outstanding would exceed the L/C
Commitment. Once reduced in accordance with this Section, the Revolving
Commitments may not be increased. Any reduction of the Revolving Commitments
shall be applied to each Revolving Lender according to its Revolving Percentage.
If and to the extent specified by the Company in the notice to the
Administrative Agent, some or all of the reduction in the combined Revolving
Commitments shall be applied to reduce the L/C Commitment. All accrued revolving
commitment and letter of credit fees to, but not including, the effective date
of any


<PAGE>   61

reduction or termination of Revolving Commitments, shall be paid on the
effective date of such reduction or termination.

1.                Optional Prepayments of Revolving Loans. Subject to Section
4.4, the Company may, from time to time, upon irrevocable written notice to the
Administrative Agent (which notice must be received by 8:30 a.m. (San Francisco
time) on the day of prepayment in the case of Base Rate Loans and 8:30 a.m. (San
Francisco time) two Business Days prior to the date of prepayment in the case of
Offshore Rate Loans), ratably prepay any Borrowing of Revolving Loans in whole
or in part, in an aggregate amount of $500,000 or a higher integral multiple of
$100,000.

1.                Each notice of prepayment pursuant to this Section shall
specify the date and amount of such prepayment and the Revolving Loans to be
prepaid. The Administrative Agent will promptly notify each Revolving Lender of
its receipt of any such notice and of such Revolving Lender's share of such
prepayment based upon such Revolving Lender's Revolving Percentage. If any such
notice is given by the Company, the Company shall make such prepayment and the
payment amount specified in such notice shall be due and payable on the date
specified therein, together with accrued interest to such date on the amount
prepaid and any amounts required pursuant to Section 4.4. Each prepayment of
Revolving Loans shall be applied to each Revolving Lender's Revolving Loans
according to such Revolving Lender's Revolving Percentage.

1.                Optional Prepayments of Term Loan. The Term Loan shall not be
prepayable prior to September 15, 2003. On or after September 15, 2003, the
Company may, from time to time, upon not less than thirty nor more than sixty
days' irrevocable written notice, prepay the Term Loan in whole or in part at
the prepayment prices (expressed as percentages of Accreted Value) set forth
below plus accrued interest and Liquidated Damages thereon, if any, to the
applicable date of prepayment, if prepaid during the twelve-month period
beginning on September 15 of the years indicated below:

<TABLE>
<CAPTION>
                                 Year                 Percentage
                                 ----                 ----------
<S>                                                    <C>
                                 2003                  106.000%
                                 2004                  103.000%
                                 2005 and thereafter   100.000%
</TABLE>

         Notwithstanding the foregoing, at any time prior to September 15, 2001,
the Company may prepay up to 33% of the original aggregate principal amount of
the Term Loan at a prepayment price of 112% of the Accreted Value thereof, plus
accrued interest and Liquidated Damages thereon, if any, to the applicable date
of prepayment, with the net cash proceeds of a Public Equity Offering; provided
that: (i) at least 67% of the original aggregate principal amount of the Term
Loan remains outstanding immediately after the


<PAGE>   62

occurrence of such prepayment and (ii) such prepayment shall occur within
forty-five days of the date of closing of such Public Equity Offering.

1.                Each notice of prepayment pursuant to this Section shall
specify the date and amount of such prepayment. The Administrative Agent will
promptly notify the Term Lender of its receipt of any such notice. If any such
notice is given by the Company, the Company shall make such prepayment and the
payment amount specified in such notice (plus, accrued interest and Liquidated
Damages, if any, thereon) shall be due and payable on the date specified
therein.

1.                Mandatory Prepayments of Revolving Loans. If on any date the
Effective Amount of L/C Obligations exceeds the L/C Commitment, the Company
shall Cash Collateralize on such date the outstanding Letters of Credit in an
amount equal to the excess of the maximum amount then available to be drawn
under the Letters of Credit over the aggregate L/C Commitment.

1.                If on any day the outstanding Revolving Loans plus the
Effective Amount of the L/C Obligations exceeds the Borrowing Base, the Company
shall on such date make a prepayment of the Revolving Loans equal to the excess
and, if the Revolving Loans shall be prepaid in full, Cash Collateralize the L/C
Obligations by the remainder of such excess. Any prepayment shall be applied to
each Revolving Lender's Revolving Loans according to its Revolving Percentage.

1.                Mandatory Prepayments of Term Loan. If a Term Loan Change of
Control occurs, the Term Lender shall have the right to require the Company to
repay all or any part (equal to $1,000 or an integral multiple thereof) of the
Term Loan pursuant to a Change of Control Offer at an offer price in cash equal
to 101% of the Accreted Value thereof plus accrued interest and Liquidated
Damages thereon, if any, to the date of prepayment ("Change of Control
Payment"). Within thirty days following any Term Loan Change of Control, the
Company will mail a notice to the Term Lender describing the transaction or
transactions that constitute the Term Loan Change of Control and offering to
repay the Term Loan (or any portion thereof specified by the Term Lender) on the
date specified in such notice (the "Change of Control Offer"), which date shall
be no earlier than thirty days and no later than sixty days from the date such
notice is mailed (the "Change of Control Payment Date"), pursuant to the
procedures required herein.

1.                On the Change of Control Payment Date, the Company shall, to
the extent lawful:

a)                prepay the Term Loan or such portions thereof as may have been
specified by the Term Lender pursuant to the Change of Control Offer; and

a)                deposit with the Term Lender an amount equal to the Change of
Control Payment in respect of the entire Term Loan or portions thereof to be so
prepaid.


<PAGE>   63

1.                The Company will not be required to make a Change of Control
Offer upon a Term Loan Change of Control if a third party makes the Change of
Control Offer in the manner, at the times and otherwise in compliance with the
requirements set forth in this Section and makes the Change of Control Payment
required by this Section.

1.                Repayment. The Company shall pay to the Administrative Agent,
for the account of the Revolving Lenders, on the Revolving Termination Date the
aggregate principal amount of all Revolving Loans outstanding on such date.

1.                The Company shall pay to the Administrative Agent, for the
account of the Term Lender, on the Term Loan Maturity Date, the aggregate
principal amount of the Term Loan outstanding on such date.

1.                Interest. (i) Each Revolving Loan shall bear interest on the
outstanding principal amount thereof from the applicable Borrowing Date at a
rate per annum equal to the Offshore Rate or the Base Rate, as the case may be
(and subject to the Company's right to convert to other Types of Revolving Loans
under Section 2.4), plus the Applicable Offshore Rate Margin or Applicable Base
Rate Margin, as the case may be.

         (ii) The Term Loan shall bear interest on the outstanding principal
amount thereof from the applicable Closing Date at a rate equal to the Term Loan
Interest Rate.

a)                      Interest on each Revolving Loan shall be paid in arrears
on each Interest Payment Date. Interest shall also be paid upon payment
(including prepayment) in full thereof and, during the existence of any
Revolving Loan Event of Default, interest shall be paid on demand of the
Administrative Agent at the request or with the consent of the Required Lenders.

a)                      Interest on the Term Loan shall be paid in arrears on
each Term Loan Interest Payment Date. Interest shall also be paid on the date of
any prepayment of the Term Loan as provided in Sections 2.7, 2.9 or 11.2.

a)                      Notwithstanding subsection (a)(i) of this Section, while
any Revolving Loan Event of Default exists or after acceleration (as a result of
a Revolving Loan Event of Default), the Company shall pay interest (after as
well as before entry of judgment thereon to the extent permitted by law) on the
principal amount of all outstanding Revolving Loans, at a rate per annum which
is determined by adding 2% per annum to the Applicable Base Rate Margin or
Applicable Offshore Rate Margin then in effect for such Revolving Loans;
provided, however, that, on and after the expiration of any Interest Period
applicable to any Offshore Rate Loan outstanding on the date of occurrence of
such Revolving Loan Event of Default or acceleration (as a result of a Revolving
Loan Event of Default), the principal amount of such Revolving Loan shall,
during the continuation of such Revolving Loan Event of Default or after
acceleration (as



<PAGE>   64

a result of a Revolving Loan Event of Default), bear interest at a rate per
annum equal to the Base Rate plus the Applicable Base Rate Margin then in effect
plus 2%.

a)                      Notwithstanding subsection (a)(ii) of this Section, the
Company shall pay interest (including post-petition interest in any proceeding
under any Bankruptcy Law) on overdue principal of the Term Loan at the rate
equal to 1% per annum in excess of the then applicable interest rate on the Term
Loan to the extent lawful; it shall pay interest (including post-petition
interest in any proceeding under any Bankruptcy Law) on overdue installments of
interest and Liquidated Damages (without regard to any applicable grace period)
at the same rate to the extent lawful.

a)                      In the event that the Term Lender is required to pay any
liquidated damages to the holders of the Term Lender Notes, as set forth in the
Registration Rights Agreement, the Company agrees, as partial consideration for
the Term Loan to pay to the Term Lender immediately, as additional interest on
the Term Loan, an amount (the "Liquidated Damages") equal to the amount the Term
Lender is required to pay to such holders.

1.                Anything herein to the contrary notwithstanding, the
obligations of the Company to any Lender hereunder shall be subject to the
limitation that payments of interest shall not be required for any period for
which interest is computed hereunder, to the extent (but only to the extent)
that contracting for or receiving such payment by such Lender would be contrary
to the provisions of any law applicable to such Lender limiting the highest rate
of interest that may be lawfully contracted for, charged or received by such
Lender, and in such event the Company shall pay such Lender interest at the
highest rate permitted by applicable law.

A.                Fees. In addition to certain fees described in Section 3.8:

1.                Arrangement, Agency Fees. The Company shall pay to the
Administrative Agent for its own account and the Arranger's own account, the
fees as required by the letter agreement ("Fee Letter") between the Company and
the Arranger and the Administrative Agent dated September 30, 1999, as amended.

1.                Commitment Fees. The Company shall pay to the Administrative
Agent for the account of each Revolving Lender a commitment fee equal to the
Commitment Fee Rate times the daily unused portion of such Revolving Lender's
Revolving Commitment, computed on a quarterly basis in arrears on the last
Business Day of each calendar quarter. For purposes of calculating utilization
under this subsection, the Revolving Commitments shall be deemed used to the
extent of the Effective Amount of Revolving Loans then outstanding, plus the
Effective Amount of L/C Obligations then outstanding. Such commitment fee shall
accrue from the Closing Date to the Revolving Termination Date and shall be due
and payable quarterly in arrears on the last Business Day of each fiscal quarter
commencing on the first such date after the date hereof through the Revolving
Termination Date, with the final payment to be made on the Revolving

<PAGE>   65
Termination Date; provided that, in connection with any reduction or
termination of Revolving Commitments under Section 2.5, the accrued commitment
fee calculated for the period ending on such date shall also be paid on the date
of such reduction or termination, with the following quarterly payment being
calculated on the basis of the period from such reduction or termination date to
such quarterly payment date. The commitment fees provided in this subsection
shall accrue at all times after the above-mentioned commencement date, including
at any time during which one or more conditions in Article VI are not met.

1.                Computation of Fees and Interest. All computations of interest
for Base Rate Loans when the Base Rate is determined by Bank of America's
"reference rate" shall be made on the basis of a year of 365 or 366 days, as the
case may be, and actual days elapsed. All computations of interest on the Term
Loan shall be made on the basis of a 360 day year, comprised of twelve
thirty-day months. All other computations of fees and interest shall be made on
the basis of a 360 day year and actual days elapsed (which results in more
interest being paid than if computed on the basis of a 365 day year). Interest
and fees shall accrue during each period during which interest or such fees are
computed from the first day thereof to the last day thereof.

1.                Each determination of an interest rate by the Administrative
Agent shall be conclusive and binding on the Company and the Lenders in the
absence of manifest error.

1.                Payments by the Company. All payments to be made by the
Company shall be made without set-off, recoupment or counterclaim. Except as
otherwise expressly provided herein, all payments by the Company shall be made
to the Administrative Agent for the account of the Lenders at the Administrative
Agent's Payment Office, and shall be made in dollars and in immediately
available funds, no later than 11:00 a.m. (San Francisco time) on the date
specified herein. In the case of any payment corresponding to the Revolving
Loans, the Administrative Agent will promptly distribute to each Revolving
Lender its Revolving Percentage of any such payment; and in the case of any
payment corresponding to the Term Loan, the Administrative Agent shall promptly
distribute such payment to the Term Lender. Any payment received by the
Administrative Agent later than 2:00 p.m. (San Francisco time) shall be deemed
to have been received on the following Business Day and any applicable interest
or fee shall continue to accrue.

1.                Subject to the provisions set forth in the definition of
"Interest Period" herein, whenever any payment is due on a day other than a
Business Day, such payment shall be made on the following Business Day, and such
extension of time shall in such case be included in the computation of interest
or fees, as the case may be.

1.                Unless the Administrative Agent receives notice from the
Company prior to the date on which any payment is due to the Lenders that the
Company will not make such payment in full as and when required, the
Administrative Agent may assume


<PAGE>   66

that the Company has made such payment in full to the Administrative Agent on
such date in immediately available funds and the Administrative Agent may (but
shall not be so required), in reliance upon such assumption, distribute to each
Lender on such due date an amount equal to the amount then due such Lender. If
and to the extent the Company has not made such payment in full to the
Administrative Agent, each Lender shall repay to the Administrative Agent on
demand such amount distributed to such Lender, together with interest thereon at
the Federal Funds Rate for each day from the date such amount is distributed to
such Lender until the date repaid.

1.                Payments by the Lenders to the Administrative Agent. Unless
the Administrative Agent receives notice from a Revolving Lender on or prior to
the Closing Date or, with respect to any Borrowing after the Closing Date, at
least one Business Day prior to the date of such Borrowing, that such Revolving
Lender will not make available as and when required hereunder to the
Administrative Agent for the account of the Company the amount of that Revolving
Lender's share of the applicable Loan(s), the Administrative Agent may assume
that each Revolving Lender has made such amount available to the Administrative
Agent in immediately available funds on the Borrowing Date and the
Administrative Agent may (but shall not be so required), in reliance upon such
assumption, make available to the Company on such date a corresponding amount.
If and to the extent any Revolving Lender shall not have made its full amount
available to the Administrative Agent in immediately available funds and the
Administrative Agent in such circumstances has made available to the Company
such amount, that Revolving Lender shall on the Business Day following such
Borrowing Date make such amount available to the Administrative Agent, together
with interest at the Federal Funds Rate for each day during such period. A
notice of the Administrative Agent submitted to any Revolving Lender with
respect to amounts owing under this subsection (a) shall be conclusive, absent
manifest error. If such amount is so made available, such payment to the
Administrative Agent shall constitute such Revolving Lender's Loan on the date
of Borrowing for all purposes of this Agreement. If such amount is not made
available to the Administrative Agent on the Business Day following the
Borrowing Date, the Administrative Agent will notify the Company of such failure
to fund and, upon demand by the Administrative Agent, the Company shall pay such
amount to the Administrative Agent for the Administrative Agent's account,
together with interest thereon for each day elapsed since the date of such
Borrowing, at a rate per annum equal to the interest rate applicable at the time
to the Loans comprising such Borrowing.

1.                The failure of any Revolving Lender to make any Revolving Loan
on any Borrowing Date shall not relieve any other Revolving Lender of any
obligation hereunder to make a Revolving Loan on such Borrowing Date, but no
Lender shall be responsible for the failure of any other Revolving Lender to
make the Revolving Loan to be made by such other Revolving Lender on any
Borrowing Date.

A.                Sharing of Payments, etc. If, other than as expressly provided
elsewhere herein, any Revolving Lender shall obtain on account of the Revolving
Loans made by it any payment (whether voluntary, involuntary, through the
exercise of any right


<PAGE>   67

of set-off, or otherwise) in excess of its ratable share of such payment
(determined in accordance with the provisions of this Agreement), such Revolving
Lender shall immediately (a) notify the Administrative Agent of such fact, and
(b) purchase from the other Revolving Lenders such participations in the
Revolving Loans made by them as shall be necessary to cause such purchasing
Revolving Lender to share the excess payment pro rata with each of them;
provided, however, that if all or any portion of such excess payment is
thereafter recovered from the purchasing Revolving Lender, such purchase shall
to that extent be rescinded and each other Revolving Lender shall repay to the
purchasing Revolving Lender the purchase price paid therefor, together with an
amount equal to such paying Revolving Lender's ratable share (according to the
proportion of (i) the amount of such paying Revolving Lender's required
repayment to (ii) the total amount so recovered from the purchasing Revolving
Lender) of any interest or other amount paid or payable by the purchasing
Revolving Lender in respect of the total amount so recovered. The Company agrees
that any Revolving Lender so purchasing a participation from another Revolving
Lender may, to the fullest extent permitted by law, exercise all its rights of
payment (including the right of set-off, but subject to Section 15.10 hereof)
with respect to such participation as fully as if such Revolving Lender were the
direct creditor of the Company in the amount of such participation. The
Administrative Agent will keep records (which shall be conclusive and binding in
the absence of manifest error) of participations purchased under this Section
and will in each case notify the Revolving Lenders following any such purchases
or repayments.

A.                Legal Defeasance and Covenant Defeasance. The Company may, at
its option and at any time, elect to have all of its obligations discharged with
respect to the Term Loan and all obligations of the Guarantors that are Term
Loan Subsidiaries with respect thereto discharged ("Legal Defeasance") except
for:

(1)               rights of the Term Lender to receive payments in respect of
the principal of, premium and Liquidated Damages, if any, and interest on the
Term Loan when such payments are due from the trust referred to below,

(1)               the rights, powers, trusts, duties and immunities of the
Administrative Agent, and the Company's obligations in connection therewith and

(2)               the Legal Defeasance provisions of this Section.

         In addition, the Company may, at its option and at any time, elect to
have its obligations and those of Term Loan Subsidiary Guarantor released under
the covenants contained in Sections 2.9, 11.2, 11.3, 11.4, 11.5, 11.6, 11.7,
11.8, 11.9, 11.10, 11.11, 11.12, 11.13, 11.14 and 11.16 ("Covenant Defeasance")
and thereafter any omission to comply with such obligations shall not constitute
a Term Loan Default or Term Loan Event of Default. In the event Covenant
Defeasance occurs, the events described in Sections 13.1(c), 13.1(d), 13.1(e),
13.1(f), 13.1(g) and 13.1(j) will no longer constitute a Term Loan Event of
Default.

         In order to exercise either Legal Defeasance or Covenant Defeasance,


<PAGE>   68

(a)               the Company must irrevocably deposit with the Administrative
Agent, in trust, for the benefit of the Term Loan Lenders, cash in U.S. dollars,
non-callable Government Securities, or a combination thereof, in such amounts as
will be sufficient, in the opinion of a nationally recognized firm of
independent public accountants, to pay the principal of, premium and Liquidated
Damages, if any, and interest on the Term Loan on the stated maturity or on the
applicable redemption date, as the case may be, and the Company must specify
whether Term Loan is being defeased to maturity or to a particular redemption
date;

(a)               in the case of Legal Defeasance, the Company shall have
delivered to the Administrative Agent an opinion of counsel in the United States
reasonably acceptable to the Administrative Agent confirming that:

                  (a) the Company has received from, or there has been published
         by, the Internal Revenue Service a ruling or

                  (b) since the date hereof, there has been a change in the
         applicable federal income tax law, in either case to the effect that,
         and based thereon such opinion of counsel shall confirm that, the Term
         Lender and the holders of the Term Lender Notes will not recognize
         income, gain or loss for federal income tax purposes as a result of
         such Legal Defeasance and will be subject to federal income tax on the
         same amounts, in the same manner and at the same times as would have
         been the case if such Legal Defeasance had not occurred;

(a)               in the case of Covenant Defeasance, the Company shall have
delivered to the Administrative Agent an opinion of counsel in the United States
reasonably acceptable to the Administrative Agent confirming that the Term
Lender will not recognize income, gain or loss for federal income tax purposes
as a result of such Covenant Defeasance and will be subject to federal income
tax on the same amounts, in the same manner and at the same times as would have
been the case if such Covenant Defeasance had not occurred;

(a)               no Term Loan Default or Term Loan Event of Default shall have
occurred and be continuing on the date of such deposit (other than a Term Loan
Default or Term Loan Event of Default resulting from the borrowing of funds to
be applied to such deposit) or insofar as Term Loan Events of Default from
bankruptcy or insolvency events are concerned, at any time in the period ending
on the 91st day after the date of deposit;

(a)               such Legal Defeasance or Covenant Defeasance will not result
in a breach or violation of, or constitute a default under any material
agreement or instrument (other than the Term Loan portion of this Agreement) to
which the Company or any of its


<PAGE>   69

Term Loan Subsidiaries are a party or by which the Company or any of its Term
Loan Subsidiaries are bound;

(a)               the Company must have delivered to the Administrative Agent an
opinion of counsel to the effect that after the 91st day following the deposit,
the trust funds will not be subject to the effect of any applicable bankruptcy,
insolvency, reorganization or similar laws affecting creditors' rights
generally;

(a)               the Company must deliver to the Administrative Agent an
Officers' Certificate stating that the deposit was not made by the Company with
the intent of preferring the Term Lender over its other creditors with the
intent of defeating, hindering, delaying or defrauding its creditors or those of
others; and

(a)               the Company must deliver to the Administrative Agent an
Officers' Certificate and an opinion of counsel, each stating that all
conditions precedent provided for relating to the Legal Defeasance or the
Covenant Defeasance have been complied with.

Provided, however, that no defeasance pursuant to this Section shall be made if
prohibited by the terms applicable hereunder to the Revolving Loans.


                                   I. ARTICLE

                              THE LETTERS OF CREDIT

1.                The Letter of Credit Subfacility. On the terms and conditions
set forth herein (i) the Issuing Lender agrees, (A) from time to time on any
Business Day during the period from the Closing Date to the Revolving
Termination Date to issue Letters of Credit for the account of the Company, and
to amend or renew Letters of Credit previously issued by it, in accordance with
subsections 3.2(c) and 3.2(d), and (B) to honor drafts under the Letters of
Credit; and (ii) the Revolving Lenders severally agree to participate in Letters
of Credit Issued for the account of the Company; provided, that the Issuing
Lender shall not be obligated to Issue, and no Revolving Lender shall be
obligated to participate in, any Letter of Credit if as of the date of Issuance
of such Letter of Credit (the "Issuance Date") (1) the Effective Amount of all
L/C Obligations plus the Effective Amount of all Revolving Loans exceeds the
lesser of (i) the Commitments or (ii) the Borrowing Base, (2) the participation
of any Revolving Lender in the Effective Amount of all L/C Obligations plus the
Effective Amount of the Revolving Loans of such Revolving Lender exceeds such
Revolving Lender's Revolving Commitment, or (3) the Effective Amount of L/C
Obligations exceeds the L/C Commitment. Within the foregoing limits, and subject
to the other terms and conditions hereof, the Company's ability to obtain
Letters of Credit shall be fully revolving, and, accordingly, the Company may,
during the foregoing period, obtain Letters of Credit to replace Letters of
Credit which have expired or which have been drawn upon and reimbursed.


<PAGE>   70

1.                The Issuing Lender is under no obligation to Issue any Letter
of Credit if:

a)                any order, judgment or decree of any Governmental Authority or
arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender
from Issuing such Letter of Credit, or any Requirement of Law applicable to the
Issuing Lender or any request or directive (whether or not having the force of
law) from any Governmental Authority with jurisdiction over the Issuing Lender
shall prohibit, or request that the Issuing Lender refrain from, the Issuance of
letters of credit generally or such Letter of Credit in particular or shall
impose upon the Issuing Lender with respect to such Letter of Credit any
restriction, reserve or capital requirement (for which the Issuing Lender is not
otherwise compensated hereunder) not in effect on the Closing Date, or shall
impose upon the Issuing Lender any unreimbursed loss, cost or expense which was
not applicable on the Closing Date and which the Issuing Lender in good faith
deems material to it;

a)                the Issuing Lender has received written notice from any
Revolving Lender, the Administrative Agent or the Company, on or prior to the
Business Day prior to the requested date of Issuance of such Letter of Credit,
that one or more of the applicable conditions contained in Article VI is not
then satisfied;

a)                the expiry date of any requested Letter of Credit is (A) more
than 365 days after the date of Issuance, unless the Required Lenders have
approved such expiry date in writing, or (B) after the Revolving Termination
Date, unless all of the Revolving Lenders have approved such expiry date in
writing;

a)                the expiry date of any requested Letter of Credit is prior to
the maturity date of any financial obligation to be supported by the requested
Letter of Credit;

a)                any requested Letter of Credit does not provide for drafts, or
is not otherwise in form and substance acceptable to the Issuing Lender, or the
Issuance of a Letter of Credit shall violate any applicable policies of the
Issuing Lender;

a)                any standby Letter of Credit is for the purpose of supporting
the issuance of any letter of credit by any other Person;

b)                such Letter of Credit is in a face amount less than $25,000 or
denominated in a currency other than Dollars; or

a)                it is not a standby letter of credit.

1.                Issuance, Amendment and Renewal of Letters of Credit. Each
Letter of Credit shall be issued upon the irrevocable written request of the
Company received by the Issuing Lender (with a copy sent by the Company to the
Administrative Agent) at least four days (or such shorter time as the Issuing
Lender may agree in a particular instance in its sole discretion) prior to the
proposed date of issuance. Each such request for issuance of a Letter of Credit
shall be by facsimile, confirmed immediately in



<PAGE>   71

an original writing, in the form of an L/C Application, and shall specify in
form and detail satisfactory to the Issuing Lender: (i) the proposed date of
issuance of the Letter of Credit (which shall be a Business Day); (ii) the face
amount of the Letter of Credit; (iii) the expiry date of the Letter of Credit;
(iv) the name and address of the beneficiary thereof; (v) the documents to be
presented by the beneficiary of the Letter of Credit in case of any drawing
thereunder; (vi) the full text of any certificate to be presented by the
beneficiary in case of any drawing thereunder; and (vii) such other matters as
the Issuing Lender may require.

1.                At least two Business Days prior to the Issuance of any Letter
of Credit, the Issuing Lender will confirm with the Administrative Agent (by
telephone or in writing) that the Administrative Agent has received a copy of
the L/C Application or L/C Amendment Application from the Company and, if not,
the Issuing Lender will provide the Administrative Agent with a copy thereof.
Unless the Issuing Lender has received notice on or before the Business Day
immediately preceding the date the Issuing Lender is to issue a requested Letter
of Credit from the Administrative Agent (A) directing the Issuing Lender not to
issue such Letter of Credit because such issuance is not then permitted under
subsection 3.1(a) as a result of the limitations set forth in clauses (1)
through (3) thereof or subsection 3.1(b)(ii); or (B) that one or more conditions
specified in Article VI are not then satisfied; then, subject to the terms and
conditions hereof, the Issuing Lender shall, on the requested date, issue a
Letter of Credit for the account of the Company in accordance with the Issuing
Lender's usual and customary business practices.

1.                From time to time while a Letter of Credit is outstanding and
prior to the Revolving Termination Date, the Issuing Lender will, upon the
written request of the Company received by the Issuing Lender (with a copy sent
by the Company to the Administrative Agent) at least five days (or such shorter
time as the Issuing Lender may agree in a particular instance in its sole
discretion) prior to the proposed date of amendment, amend any Letter of Credit
issued by it. Each such request for amendment of a Letter of Credit shall be
made by facsimile, confirmed immediately in an original writing, made in the
form of an L/C Amendment Application and shall specify in form and detail
satisfactory to the Issuing Lender: (i) the Letter of Credit to be amended; (ii)
the proposed date of amendment of the Letter of Credit (which shall be a
Business Day); (iii) the nature of the proposed amendment; and (iv) such other
matters as the Issuing Lender may require. The Issuing Lender shall be under no
obligation to amend any Letter of Credit if: (A) the Issuing Lender would have
no obligation at such time to issue such Letter of Credit in its amended form
under the terms of this Agreement; or (B) the beneficiary of any such Letter of
Credit does not accept the proposed amendment to the Letter of Credit. No
Revolving Lender shall be obligated to participate in any amended Letter of
Credit if such Revolving Lender would have no obligation at such time to
participate in such Letter of Credit in its amended form under the terms of this
Agreement if such Letter of Credit were newly issued pursuant to Section 3.1.
The Administrative Agent will promptly notify the Revolving Lenders of the
receipt by it of any L/C Application or L/C Amendment Application.


<PAGE>   72

1.                The Issuing Lender and the Revolving Lenders agree that, while
a Letter of Credit is outstanding and prior to the Revolving Termination Date,
at the option of the Company and upon the written request of the Company
received by the Issuing Lender (with a copy sent by the Company to the
Administrative Agent) at least five days (or such shorter time as the Issuing
Lender may agree in a particular instance in its sole discretion) prior to the
proposed date of notification of renewal, the Issuing Lender shall be entitled
to authorize the automatic renewal of any Letter of Credit issued by it. Each
such request for renewal of a Letter of Credit shall be made by facsimile,
confirmed immediately in an original writing, in the form of an L/C Amendment
Application, and shall specify in form and detail satisfactory to the Issuing
Lender: (i) the Letter of Credit to be renewed; (ii) the proposed date of
notification of renewal of the Letter of Credit (which shall be a Business Day);
(iii) the revised expiry date of the Letter of Credit; and (iv) such other
matters as the Issuing Lender may require. The Issuing Lender shall be under no
obligation so to renew any Letter of Credit if: (A) the Issuing Lender would
have no obligation at such time to issue or amend such Letter of Credit in its
renewed form under the terms of this Agreement; or (B) the beneficiary of any
such Letter of Credit does not accept the proposed renewal of the Letter of
Credit. No Revolving Lender shall be obligated to participate in any renewal of
any Letter of Credit if such Revolving Lender would have no obligation at such
time to participate in such Letter of Credit in its renewed form under the terms
of this Agreement if such Letter of Credit were newly issued pursuant to Section
3.1. If any outstanding Letter of Credit shall provide that it shall be
automatically renewed unless the beneficiary thereof receives notice from the
Issuing Lender that such Letter of Credit shall not be renewed, and if at the
time of renewal the Issuing Lender would be entitled to authorize the automatic
renewal of such Letter of Credit in accordance with this subsection 3.2(d) upon
the request of the Company but the Issuing Lender shall not have received any
L/C Amendment Application from the Company with respect to such renewal or other
written direction by the Company with respect thereto, the Issuing Lender shall
nonetheless be permitted to allow such Letter of Credit to renew, and the
Company and the Revolving Lenders hereby authorize such renewal, and,
accordingly, the Issuing Lender shall be deemed to have received an L/C
Amendment Application from the Company requesting such renewal.

1.                The Issuing Lender may, at its election (or as required by the
Administrative Agent at the direction of the Required Lenders), deliver any
notices of termination or other communications to any Letter of Credit
beneficiary or transferee, and take any other action as necessary or
appropriate, at any time and from time to time, in order to cause the expiry
date of such Letter of Credit to be a date not later than the Revolving
Termination Date.

2.                This Agreement shall control in the event of any conflict with
any L/C-Related Document (other than any Letter of Credit).

1.                The Issuing Lender will also deliver to the Administrative
Agent, concurrently or promptly following its delivery of a Letter of Credit, or
amendment to or renewal of a Letter of Credit, to an advising bank or a
beneficiary, a true and complete copy of each such Letter of Credit or amendment
to or renewal of a Letter of Credit.


<PAGE>   73

1.                Existing Letters of Credit; Risk Participations, Drawings and
Reimbursements. On and after the Closing Date, the Existing Letters of Credit
shall be deemed for all purposes, including for purposes of the fees to be
collected pursuant to subsections 3.8(a) and 3.8(c), and reimbursement of costs
and expenses to the extent provided herein, Letters of Credit outstanding under
this Agreement and entitled to the benefits of this Agreement and the other Loan
Documents, and shall be governed by the applications and agreements pertaining
thereto and by this Agreement. Each Revolving Lender shall be deemed to, and
hereby irrevocably and unconditionally agrees to, purchase from the Issuing
Lender on the Closing Date a participation in each such Existing Letter of
Credit and each drawing thereunder in an amount equal to the product of (i) such
Revolving Lender's Revolving Percentage times (ii) the maximum amount available
to be drawn under such Letter of Credit and the amount of such drawing,
respectively. For purposes of subsection 2.1(e) and subsection 2.12(b), the
Existing Letters of Credit shall be deemed to utilize pro rata the Revolving
Commitment of each Revolving Lender.

1.                Immediately upon the Issuance of each Letter of Credit in
addition to those described in subsection 3.3(a), each Revolving Lender shall be
deemed to, and hereby irrevocably and unconditionally agrees to, purchase from
the Issuing Lender a participation in such Letter of Credit and each drawing
thereunder in an amount equal to the product of (i) the Revolving Percentage of
such Revolving Lender, times (ii) the maximum amount available to be drawn under
such Letter of Credit and the amount of such drawing, respectively. For purposes
of subsection 2.1(a), each Issuance of a Letter of Credit shall be deemed to
utilize the Revolving Commitment of each Revolving Lender by an amount equal to
the amount of such participation.

1.                In the event of any request for a drawing under a Letter of
Credit by the beneficiary or transferee thereof, the Issuing Lender will
promptly notify the Company. The Company shall reimburse the Issuing Lender
prior to 10:00 a.m. (San Francisco time), on each date that any amount is paid
by the Issuing Lender under any Letter of Credit (each such date, an "Honor
Date"), in an amount equal to the amount so paid by the Issuing Lender. In the
event the Company fails to reimburse the Issuing Lender for the full amount of
any drawing under any Letter of Credit by 10:00 a.m. (San Francisco time) on the
Honor Date, the Issuing Lender will promptly notify the Administrative Agent and
the Administrative Agent will promptly notify each Revolving Lender thereof, and
the Company shall be deemed to have requested that Revolving Loans consisting of
Base Rate Loans be made by the Revolving Lenders to be disbursed on the Honor
Date under such Letter of Credit, subject to the amount of the unutilized
portion of the Revolving Commitment and subject to the conditions set forth in
Section 6.3. Any notice given by the Issuing Lender or the Administrative Agent
pursuant to this subsection 3.3(c) may be oral if immediately confirmed in
writing (including by facsimile); provided that the lack of such an immediate
confirmation shall not affect the conclusiveness or binding effect of such
notice.


<PAGE>   74

1.                Each Revolving Lender shall upon any notice pursuant to
subsection 3.3(c) make available to the Administrative Agent for the account of
the Issuing Lender an amount in Dollars and in immediately available funds equal
to its Revolving Percentage of the amount of the drawing, whereupon the
participating Revolving Lenders shall (subject to subsection 3.3(c)) each be
deemed to have made a Revolving Loan consisting of a Base Rate Loan to the
Company in that amount. If any Revolving Lender so notified fails to make
available to the Administrative Agent for the account of the Issuing Lender the
amount of such Revolving Lender's Revolving Percentage of the amount of the
drawing by no later than 12:00 noon (San Francisco time) on the Honor Date, then
interest shall accrue on such Revolving Lender's obligation to make such
payment, from the Honor Date to the date such Revolving Lender makes such
payment, at a rate per annum equal to the Federal Funds Rate in effect from time
to time during such period. The Administrative Agent will promptly give notice
of the occurrence of the Honor Date, but failure of the Administrative Agent to
give any such notice on the Honor Date or in sufficient time to enable any
Revolving Lender to effect such payment on such date shall not relieve such
Revolving Lender from its obligations under this Section 3.3.

1.                With respect to any unreimbursed drawing that is not converted
into Revolving Loans consisting of Base Rate Loans to the Company in whole or in
part, because of the Company's failure to satisfy the conditions set forth in
Section 6.3 or for any other reason, the Company shall be deemed to have
incurred from the Issuing Lender an L/C Borrowing in the amount of such drawing,
which L/C Borrowing shall be due and payable on demand (together with interest)
and shall bear interest at a rate per annum equal to the Base Rate plus the
Applicable Base Rate Margin plus 2% per annum, and each Revolving Lender's
payment to the Issuing Lender pursuant to subsection 3.3(d) shall be deemed
payment in respect of its participation in such L/C Borrowing and shall
constitute an L/C Advance from such Revolving Lender in satisfaction of its
participation obligation under this Section 3.3.

1.                Each Revolving Lender's obligation in accordance with this
Agreement to make the Revolving Loans or L/C Advances, as contemplated by this
Section 3.3, as a result of a drawing under a Letter of Credit, shall be
absolute and unconditional and without recourse to the Issuing Lender and shall
not be affected by any circumstance, including (i) any set-off, counterclaim,
recoupment, defense or other right which such Revolving Lender may have against
the Issuing Lender, the Company or any other Person for any reason whatsoever;
(ii) the occurrence or continuance of a Revolving Loan Default, a Revolving Loan
Event of Default or a Material Adverse Effect; or (iii) any other circumstance,
happening or event whatsoever, whether or not similar to any of the foregoing;
provided, however, that each Revolving Lender's obligation to make Revolving
Loans under this Section 3.3 is subject to the conditions set forth in Section
6.3.

1.                Repayment of Participations. Upon (and only upon) receipt by
the Administrative Agent for the account of the Issuing Lender of immediately
available funds from the Company (i) in reimbursement of any payment made by the
Issuing Lender under


<PAGE>   75

the Letter of Credit with respect to which any Revolving Lender has paid the
Administrative Agent for the account of the Issuing Lender for such Revolving
Lender's participation in the Letter of Credit pursuant to Section 3.3 or (ii)
in payment of interest thereon, the Administrative Agent will pay to each
Revolving Lender, in the same funds as those received by the Administrative
Agent for the account of the Issuing Lender, the amount of such Revolving
Lender's Revolving Percentage of such funds, and the Issuing Lender shall
receive the amount of the Revolving Percentage of such funds of any Revolving
Lender that did not so pay the Administrative Agent for the account of the
Issuing Lender.

1.                If the Administrative Agent or the Issuing Lender is required
at any time to return to the Company, or to a trustee, receiver, liquidator,
custodian, or any official in any Insolvency Proceeding, any portion of the
payments made by the Company to the Administrative Agent for the account of the
Issuing Lender pursuant to subsection 3.4(a) in reimbursement of a payment made
under the Letter of Credit or interest or fee thereon, each Revolving Lender
shall, on demand of the Administrative Agent, forthwith return to the
Administrative Agent or the Issuing Lender the amount of its Revolving
Percentage of any amounts so returned by the Administrative Agent or the Issuing
Lender plus interest thereon from the date such demand is made to the date such
amounts are returned by such Revolving Lender to the Administrative Agent or the
Issuing Lender, at a rate per annum equal to the Federal Funds Rate in effect
from time to time.

1.                Role of the Issuing Lender. Each Revolving Lender and the
Company agree that, in paying any drawing under a Letter of Credit, the Issuing
Lender shall not have any responsibility to obtain any document (other than any
sight draft and certificates expressly required by the Letter of Credit) or to
ascertain or inquire as to the validity or accuracy of any such document or the
authority of the Person executing or delivering any such document.

1.                No Agent-Related Person nor any of the respective
correspondents, participants or assignees of the Issuing Lender shall be liable
to any Revolving Lender for: (i) any action taken or omitted in connection
herewith at the request or with the approval of the Revolving Lenders (including
the Required Lenders, as applicable); (ii) any action taken or omitted in the
absence of gross negligence or willful misconduct; or (iii) the due execution,
effectiveness, validity or enforceability of any L/C-Related Document.

1.                The Company hereby assumes all risks of the acts or omissions
of any beneficiary or transferee with respect to its use of any Letter of
Credit; provided, however, that this assumption is not intended to, and shall
not, preclude the Company's pursuing such rights and remedies as it may have
against the beneficiary or transferee at law or under any other agreement. No
Agent-Related Person, nor any of the respective correspondents, participants or
assignees of the Issuing Lender, shall be liable or responsible for any of the
matters described in clauses (i) through (vii) of Section 3.6; provided,
however, anything in such clauses to the contrary notwithstanding, that the



<PAGE>   76

Company may have a claim against the Issuing Lender, and the Issuing Lender may
be liable to the Company, to the extent, but only to the extent, of any direct,
as opposed to consequential or exemplary, damages suffered by the Company which
the Company proves were caused by the Issuing Lender's willful misconduct or
gross negligence or the Issuing Lender's willful failure to pay under any Letter
of Credit after the presentation to it by the beneficiary of a sight draft and
certificate(s) strictly complying with the terms and conditions of a Letter of
Credit. In furtherance and not in limitation of the foregoing: (i) the Issuing
Lender may accept documents that appear on their face to be in order, without
responsibility for further investigation, regardless of any notice or
information to the contrary; and (ii) the Issuing Lender shall not be
responsible for the validity or sufficiency of any instrument transferring or
assigning or purporting to transfer or assign a Letter of Credit or the rights
or benefits thereunder or proceeds thereof, in whole or in part, which may prove
to be invalid or ineffective for any reason.

A.                Obligations Absolute. The obligations of the Company under
this Agreement and any L/C-Related Document to reimburse the Issuing Lender for
a drawing under a Letter of Credit, and to repay any L/C Borrowing and any
drawing under a Letter of Credit converted into Revolving Loans, shall be
unconditional and irrevocable, and shall be paid strictly in accordance with the
terms of this Agreement and each such other L/C-Related Document under all
circumstances, including the following:

a)                any lack of validity or enforceability of this Agreement or
any L/C-Related Document;

a)                any change in the time, manner or place of payment of, or in
any other term of, all or any of the obligations of the Company in respect of
any Letter of Credit or any other amendment or waiver of or any consent to
departure from all or any of the L/C-Related Documents;

a)                the existence of any claim, set-off, defense or other right
that the Company may have at any time against any beneficiary or any transferee
of any Letter of Credit (or any Person for whom any such beneficiary or any such
transferee may be acting), the Issuing Lender or any other Person, whether in
connection with this Agreement, the transactions contemplated hereby or by the
L/C-Related Documents or any unrelated transaction;

a)                any draft, demand, certificate or other document presented
under any Letter of Credit proving to be forged, fraudulent, invalid or
insufficient in any respect or any statement therein being untrue or inaccurate
in any respect; or any loss or delay in the transmission or otherwise of any
document required in order to make a drawing under any Letter of Credit;

a)                any payment by the Issuing Lender under any Letter of Credit
against presentation of a draft or certificate that does not strictly comply
with the terms of any Letter of Credit; or any payment made by the Issuing
Lender under any Letter of


<PAGE>   77

Credit to any Person purporting to be a trustee in bankruptcy,
debtor-in-possession, assignee for the benefit of creditors, liquidator,
receiver or other representative of or successor to any beneficiary or any
transferee of any Letter of Credit, including any arising in connection with any
Insolvency Proceeding;

a)                any exchange, release or non-perfection of any collateral, or
any release or amendment or waiver of or consent to departure from any other
guarantee, for all or any of the obligations of the Company in respect of any
Letter of Credit; or

a)                any other circumstance or happening whatsoever, whether or not
similar to any of the foregoing, including any other circumstance that might
otherwise constitute a defense available to, or a discharge of, the Company or a
guarantor.

A.                Cash Collateral Pledge. Upon (i) the request of the
Administrative Agent, (A) if the Issuing Lender has honored any full or partial
drawing request on any Letter of Credit and such drawing has resulted in an L/C
Borrowing hereunder, or (B) if, as of the Revolving Termination Date, any
Letters of Credit may for any reason remain outstanding and partially or wholly
undrawn, or (ii) the occurrence of the circumstances described in subsection
2.8(a) requiring the Company to Cash Collateralize Letters of Credit, then, the
Company shall immediately Cash Collateralize the Obligations in an amount equal
to the L/C Obligations.

1.                Letter of Credit Fees. The Company shall pay to the
Administrative Agent for the account of each of the Revolving Lenders a letter
of credit fee with respect to the Letters of Credit equal to L/C Fee Rate of the
daily maximum amount available to be drawn of the outstanding Letters of Credit,
computed on a quarterly basis in arrears on the last Business Day of each
calendar quarter based upon Letters of Credit outstanding for that quarter as
calculated by the Administrative Agent. Such letter of credit fees shall be due
and payable quarterly in arrears on the last Business Day of each calendar
quarter during which Letters of Credit are outstanding, commencing on the first
such quarterly date to occur after the Closing Date, through the Revolving
Termination Date (or such later date upon which the outstanding Letters of
Credit shall expire), with the final payment to be made on the Revolving
Termination Date (or such later expiration date).

1.                The Company shall pay to the Issuing Lender a letter of credit
fronting fee for each Letter of Credit Issued after the Closing Date by the
Issuing Lender equal to the rate set forth in the Existing Fee Letter on the
face amount (or increased face amount, as the case may be) of such Letter of
Credit. Such Letter of Credit fronting fee shall be due and payable on each date
of Issuance of a Letter of Credit.

1.                The Company shall pay to the Issuing Lender from time to time
on demand the normal issuance, presentation, amendment and other processing
fees, and other standard costs and charges, of the Issuing Lender relating to
letters of credit as from time to time in effect.

<PAGE>   78

A.                Uniform Customs and Practice. The Uniform Customs and Practice
for Documentary Credits as published by the International Chamber of Commerce
("UCP") most recently at the time of issuance of any Letter of Credit shall
(unless otherwise expressly provided in the Letters of Credit) apply to the
Letters of Credit.


                                   I. ARTICLE

                     TAXES, YIELD PROTECTION AND ILLEGALITY

1.                Taxes. Any and all payments by the Company to each Revolving
Lender or the Administrative Agent under this Agreement and any other Loan
Document shall be made free and clear of, and without deduction or withholding
for, any Taxes. In addition, the Company shall pay all Other Taxes.

1.                The Company agrees to indemnify and hold harmless each
Revolving Lender and the Administrative Agent for the full amount of Taxes or
Other Taxes (including any Taxes or Other Taxes imposed by any jurisdiction on
amounts payable under this Section) paid by the Revolving Lender or the
Administrative Agent and any liability (including penalties, interest, additions
to tax and expenses) arising therefrom or with respect thereto, whether or not
such Taxes or Other Taxes were correctly or legally asserted. Payment under this
indemnification shall be made within 30 days after the date the Revolving Lender
or the Administrative Agent makes written demand therefor.

1.                If the Company shall be required by law to deduct or withhold
any Taxes or Other Taxes from or in respect of any sum payable hereunder to any
Revolving Lender or the Administrative Agent, then:

a)                the sum payable shall be increased as necessary so that after
making all required deductions and withholdings (including deductions and
withholdings applicable to additional sums payable under this Section) such
Revolving Lender or the Administrative Agent, as the case may be, receives an
amount equal to the sum it would have received had no such deductions or
withholdings been made;

a)                the Company shall make such deductions and withholdings;

a)                the Company shall pay the full amount deducted or withheld to
the relevant taxing authority or other authority in accordance with applicable
law; and

a)                the Company shall also pay to each Revolving Lender or the
Administrative Agent for the account of such Revolving Lender, at the time
interest is paid, all additional amounts which the respective Revolving Lender
specifies as necessary to preserve the after-tax yield the Revolving Lender
would have received if such Taxes or Other Taxes had not been imposed.



<PAGE>   79

The Company shall not, however, be required to pay any amounts pursuant to
clause (i) of the preceding sentence to any Revolving Lender or the Issuing
Lender, as the case may be, organized under the laws of a jurisdiction outside
of the United States, unless such Revolving Lender or the Issuing Lender, as the
case may be, has provided to the Company, within sixty (60) days after the
receipt by such Revolving Lender or the Issuing Lender of a written request
therefor, either (x) a facially complete Internal Revenue Service Form 4224,
Form 1001 or Form W-8 or other applicable form, certificate or document
prescribed by the Internal Revenue Service of the United States certifying as to
such Revolving Lender's or the Issuing Lender's entitlement to an exemption
from, or reduction of, United States withholding tax on payments to be made
hereunder or under any other Loan Document or in respect of any Letter of Credit
or tax on payments to made hereunder or thereunder or (y) a letter stating that
such Revolving Lender or the Issuing Lender is unable lawfully to provide a
properly completed and executed Form 4224 or Form 1001.

1.                Within 30 days after the date of any payment by the Company of
Taxes or Other Taxes, the Company shall furnish the Administrative Agent the
original or a certified copy of a receipt evidencing payment thereof, or other
evidence of payment satisfactory to the Administrative Agent.

1.                If the Company is required to pay additional amounts to any
Revolving Lender or the Administrative Agent pursuant to subsection (c) of this
Section, then such Revolving Lender shall use reasonable efforts (consistent
with legal and regulatory restrictions) to change the jurisdiction of its
Lending Office so as to eliminate any such additional payment by the Company
which may thereafter accrue, if such change in the judgment of such Revolving
Lender is not otherwise disadvantageous to such Revolving Lender.

1.                Illegality. If any Revolving Lender determines that the
introduction of any Requirement of Law, or any change in any Requirement of Law,
or in the interpretation or administration of any Requirement of Law, has made
it unlawful, or that any central bank or other Governmental Authority has
asserted that it is unlawful, for any Revolving Lender or its applicable Lending
Office to make Offshore Rate Loans, then, on notice thereof by the Revolving
Lender to the Company through the Administrative Agent, any obligation of that
Revolving Lender to make Offshore Rate Loans shall be suspended until such
Revolving Lender notifies the Administrative Agent and the Company that the
circumstances giving rise to such determination no longer exist.

1.                If a Revolving Lender determines that it is unlawful to
maintain any Offshore Rate Loan, the Company shall, upon its receipt of notice
of such fact and demand from such Revolving Lender (with a copy to the
Administrative Agent), prepay in full such Offshore Rate Loans of that Revolving
Lender then outstanding, together with interest accrued thereon and amounts
required under Section 4.4, either on the last day of the Interest Period
thereof, if the Revolving Lender may lawfully continue to maintain such Offshore
Rate Loans to such day, or immediately, if the Revolving Lender may not


<PAGE>   80

lawfully continue to maintain such Offshore Rate Loan. If the Company is
required to so prepay any Offshore Rate Loan, then concurrently with such
prepayment, the Company shall borrow from the affected Revolving Lender, in the
amount of such repayment, a Base Rate Loan.

1.                If the obligation of any Revolving Lender to make or maintain
Offshore Rate Loans has been so terminated or suspended, the Company may elect,
by giving notice to the Revolving Lender through the Administrative Agent that
all Revolving Loans which would otherwise be made by the Revolving Lender as
Offshore Rate Loans shall be instead Base Rate Loans.

1.                Before giving any notice to the Administrative Agent under
this Section, the affected Revolving Lender shall designate a different Lending
Office with respect to its Offshore Rate Loans if such designation will avoid
the need for giving such notice or making such demand and will not, in the
judgment of the Revolving Lender, be illegal or otherwise disadvantageous to
such Revolving Lender.

1.                Increased Costs and Reduction of Return. If any Revolving
Lender determines that, due to either (i) the introduction of or any change in
or in the interpretation of any law or regulation or (ii) the compliance by that
Revolving Lender with any guideline or request from any central bank or other
Governmental Authority (whether or not having the force of law), there shall be
any increase in the cost to such Revolving Lender of agreeing to make or making,
funding or maintaining any Offshore Rate Loan or participating in Letters of
Credit, or, in the case of the Issuing Lender, any increase in the cost to the
Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit
or of agreeing to make or making, funding or maintaining any unpaid drawing
under any Letter of Credit, then the Company shall be liable for, and shall from
time to time, upon demand (with a copy of such demand to be sent to the
Administrative Agent), pay to the Administrative Agent for the account of such
Revolving Lender, additional amounts as are sufficient to compensate such
Revolving Lender for such increased costs.

1.                If any Revolving Lender shall have determined that (i) the
introduction of any Capital Adequacy Regulation, (ii) any change in any Capital
Adequacy Regulation, (iii) any change in the interpretation or administration of
any Capital Adequacy Regulation by any central bank or other Governmental
Authority charged with the interpretation or administration thereof, or (iv)
compliance by such Revolving Lender (or its Lending Office) or any corporation
controlling such Revolving Lender with any Capital Adequacy Regulation, affects
or would affect the amount of capital required or expected to be maintained by
such Revolving Lender or any corporation controlling such Revolving Lender and
(taking into consideration such Revolving Lender's or such corporation's
policies with respect to capital adequacy and such Revolving Lender's desired
return on capital) that the amount of such capital is increased as a consequence
of its Revolving Commitments, loans, credits or obligations under this
Agreement, then, upon demand of such Revolving Lender to the Company through the
Administrative


<PAGE>   81

Agent, the Company shall pay to such Revolving Lender, from time to time as
specified by such Revolving Lender, additional amounts sufficient to compensate
such Revolving Lender (or such corporation) for such increase.

B.                Funding Losses. The Company shall reimburse each Revolving
Lender and hold each Revolving Lender harmless from any loss or expense which
the Revolving Lender may sustain or incur as a consequence of:

1.                the failure of the Company to make on a timely basis any
payment of principal of any Offshore Rate Loan;

1.                the failure of the Company to borrow, continue or convert a
Revolving Loan after the Company has given (or is deemed to have given) a Notice
of Borrowing or a Notice of Conversion/Continuation;

1.                the failure of the Company to make any prepayment in
accordance with any notice delivered under Section 2.6;

1.                the prepayment (including pursuant to Section 2.8) or other
payment (including after acceleration thereof) of an Offshore Rate Loan on a day
that is not the last day of the relevant Interest Period; or

1.                the automatic conversion under Section 2.4 of any Offshore
Rate Loan to a Base Rate Loan on a day that is not the last day of the relevant
Interest Period;

including any such loss or expense arising from the liquidation or reemployment
of funds obtained by it to maintain its Offshore Rate Loans or from fees
payable to terminate the deposits from which such funds were obtained. For
purposes of calculating amounts payable by the Company to the Revolving Lenders
under this Section and under subsection 4.3(a), each Offshore Rate Loan made by
a Revolving Lender (and each related reserve, special deposit or similar
requirement) shall be conclusively deemed to have been funded at the IBOR used
in determining the Offshore Rate for such Offshore Rate Loan by a matching
deposit or other borrowing in the interbank eurodollar market for a comparable
amount and for a comparable period, whether or not such Offshore Rate Loan is
in fact so funded.

A.                Inability to Determine Rates. If the Administrative Agent
determines that for any reason adequate and reasonable means do not exist for
determining the Offshore Rate for any requested Interest Period with respect to
a proposed Offshore Rate Loan, or that the Offshore Rate applicable pursuant to
subsection 2.11(a)(i) for any requested Interest Period with respect to a
proposed Offshore Rate Loan does not adequately and fairly reflect the cost to
the Revolving Lenders of funding such Revolving Loan the Administrative Agent
will promptly so notify the Company and each Revolving Lender. Thereafter, the
obligation of the Revolving Lenders to make or maintain Offshore Rate Loans,
hereunder shall be suspended until the Administrative Agent revokes such notice
in writing. Upon receipt of such notice, the



<PAGE>   82

Company may revoke any Notice of Borrowing or Notice of Conversion/Continuation
then submitted by it. If the Company does not revoke such notice, the Revolving
Lenders shall make, convert or continue the Revolving Loans, as proposed by the
Company, in the amount specified in the applicable notice submitted by the
Company, but such Revolving Loans shall be made, converted or continued as Base
Rate Loans instead of Offshore Rate Loans.

A.                Substitution of Affected Lender. At any time any Revolving
Lender is an Affected Lender, the Company may replace such Affected Lender as a
party to this Agreement with one or more other bank(s) or financial
institution(s) satisfactory to the Administrative Agent (and upon notice from
the Company such Affected Lender shall assign pursuant to an Assignment and
Acceptance Agreement, and without recourse or warranty, its Revolving
Commitments, if any, its Revolving Loans, its Note, its participation in Letters
of Credit, if any, and all of its other rights and obligations hereunder to such
replacement bank(s) or other financial institution(s) for a purchase price equal
to the sum of the principal amount of the Revolving Loans so assigned, all
accrued and unpaid interest thereon, its ratable share of all accrued and unpaid
non-use fees and Letter of Credit fees, any amounts payable under Section 4.4 as
a result of such Revolving Lender receiving payment of any Offshore Rate Loan
prior to the end of an Interest Period therefor and all other obligations owed
to such Affected Lender hereunder).

A.                Certificates of Lenders. Any Lender claiming reimbursement or
compensation under this Article IV shall deliver to the Company (with a copy to
the Administrative Agent) a certificate setting forth in reasonable detail the
amount payable to such Lender hereunder and such certificate shall be conclusive
and binding on the Company in the absence of manifest error.

A.                Survival. The agreements and obligations of the Company in
this Article IV shall survive the payment of all other Obligations.


                                   I. ARTICLE

                             COLLATERAL AND GUARANTY

A.                Collateral--Personal Property. The Obligations (other than the
Obligations in respect of the Term Loan which shall be secured by a second
priority lien and security interest, subject to Term Loan Permitted Liens and
Term Loan Prior Liens) shall be secured by a first lien and security interest,
subject only to Permitted Liens, in all personal property of the Company and the
Guarantors (other than NEHC) pursuant to the Security Agreement, covering the
Company's and such Guarantor's presently existing and after-acquired Inventory,
Accounts Receivable, General Intangibles, Equipment, and the other collateral
more particularly described therein and in all stock owned by the Company and
its Subsidiaries pursuant to the Pledge Agreement and the Subsidiary Pledge
Agreement; provided, however, that (i) the Company will pledge not more than 65%
of


<PAGE>   83

the stock owned in foreign Subsidiaries and (ii) the Obligations shall not be
secured by Receivables Program Assets transferred to a Receivables Subsidiary
with respect to a Qualified Receivables Transaction.

A.                Mortgages. The Obligations (other than the Obligations in
respect of the Term Loan which shall be secured by a second priority lien and
security interest, subject to Term Loan Permitted Liens and Term Loan Prior
Liens) shall be secured by a first lien and security interest, subject to
Permitted Liens, in all owned real property of the Company and its Subsidiaries
(except foreign Subsidiaries) pursuant to the Mortgages. The Obligations (other
than the Obligations in respect of the Term Loan which shall be secured by a
second priority lien and security interest, subject to Term Loan Permitted Liens
and Term Loan Prior Liens) shall also be secured by a first lien and security
interest, subject to Permitted Liens, in (a) all leases of distribution centers
entered into after the date hereof, (b) all leases of distribution centers
subject to leasehold mortgages in favor of the Administrative Agent on the date
hereof, provided, in the case of the second priority lien and security interest
in respect of the Term Loan, that any necessary consent thereto has been
obtained, and (c) all leases related to the Orlando, Florida and Denver,
Colorado distribution centers, provided, in the case of the second priority lien
and security interest in respect of the Term Loan, that any necessary consent
thereto has been obtained. The Company agrees to request the lessors under
distribution center leases subject to leasehold mortgages in favor of the
Administrative Agent on the date hereof and the lessors under the Orlando,
Florida and Denver, Colorado distribution center leases to consent to the grant
of a second priority lien and security interest in respect of the Term Loan, if
such consent is required. The fee and leasehold mortgages described above are
collectively called the "Mortgages". To the extent not previously provided, the
Company agrees to provide leasehold mortgages, lenders title insurance, and
landlord's consents satisfactory to the Administrative Agent for the
distribution facilities leased by the Company from Affiliates of Opus in
Colorado, Florida, Texas and Kentucky within 120 days after the date hereof.

A.                Guaranty. The Obligations shall be guaranteed by the
Guarantors pursuant to the Guaranty and the NEHC Guaranty. The Company shall
cause each Subsidiary hereafter acquired (other than a foreign Subsidiary) to
become a Guarantor and to become a party to the Security Agreement and, if it
owns stock, the Subsidiary Pledge Agreement.

A.                Company Stock. The Obligations (other than the Obligations in
respect of the Term Loan which shall be secured by a second priority lien and
security interest, subject to Term Loan Permitted Liens and Term Loan Prior
Liens) shall be secured by a first lien and security interest in the stock of
the Company pursuant to the NEHC Pledge Agreement.

A.                Intercreditor Agreement. All of the parties to this Agreement
hereby agree to be bound by the Intercreditor Agreement as if they were parties
thereto. No Lender or other party hereto shall assign any of its rights or
obligations under this


<PAGE>   84

Agreement to any other Person unless such other Person shall have agreed in
writing to be bound by the terms of the Intercreditor Agreement as if such
Person were a party thereto.

A.                Revolving/Term Loan Intercreditor Agreement. The Revolving
Lenders and the Term Lender hereby authorize the Administrative Agent to execute
the Revolving/Term Loan Intercreditor Agreement. No Lender or other party hereto
shall assign any of its rights or obligations under this Agreement to any other
Person unless such other Person shall have agreed in writing to be bound by the
terms of the Revolving/Term Loan Intercreditor Agreement as if such Person were
a party thereto.


                                   I. ARTICLE

                              CONDITIONS PRECEDENT

A.                Conditions of Restatement. The amendment and restatement of
the Existing Credit Agreement and the obligation of each Lender to make its
initial Credit Extension hereunder is subject to the condition that the
Administrative Agent shall have received on or before the date of the initial
Credit Extension all of the following, in form and substance satisfactory to the
Administrative Agent and each Lender, and in sufficient copies for each Lender:

1.                Credit Agreement and Notes. This Agreement and the Notes
executed by each party thereto;

1.                Resolutions; Incumbency.

a)                Copies of the resolutions of the board of directors of the
Company and each Subsidiary that may become party to a Loan Document or the
Consent authorizing the transactions contemplated hereby and thereby, certified
as of the Closing Date by the Secretary or an Assistant Secretary of such
Person; and

a)                A certificate of the Secretary or Assistant Secretary of the
Company, and each Subsidiary that may become party to a Loan Document or the
Consent certifying the names and true signatures of the officers of the Company
or such Subsidiary authorized to execute, deliver and perform, as applicable,
this Agreement, all other Loan Documents or the Consent to be delivered by it
hereunder;

1.                Organization Documents. Each of the articles or certificate of
incorporation and the bylaws of the Company and each Subsidiary party to any
Loan Document as in effect on the Closing Date, certified by the Secretary or
Assistant Secretary of the Company or such Subsidiary as of the Closing Date.

1.                Legal Opinions. Opinions of Wachtell, Lipton, Rosen & Katz and
Kevin Rogan, counsel to the Company and its Subsidiaries and addressed to the


<PAGE>   85

Administrative Agent, DLJ, the Term Lender Notes Trustee and the Lenders,
substantially in the form of Exhibits E and F;

1.                Certificate. A certificate signed by a Responsible Officer,
dated as of the Closing Date, stating that:

a)                the representations and warranties contained in Article VII
are true and correct on and as of such date, as though made on and as of such
date;

a)                no Revolving Loan Default or Revolving Loan Event of Default
exists or would result from the Credit Extension; and

a)                there has occurred since the date of the applicable fiscal
year end financial statement referred to in Section 7.11 no event or
circumstance that has resulted or could reasonably be expected to result in a
Material Adverse Effect.

1.                Collateral Documents. The Collateral Documents (excluding
Mortgages of leased property), executed by the Company or the applicable
Guarantor, in appropriate form for recording, where necessary, together with:

a)                copies of all UCC-1 and UCC-3 statements filed, registered or
recorded to perfect the security interests of the Administrative Agent for the
benefit of the Lenders, together with other evidence satisfactory to the
Administrative Agent that there has been filed, registered or recorded all
financing statements and other filings, registrations and recordings necessary
and advisable to perfect the Liens of the Administrative Agent for the benefit
of the Lenders in accordance with applicable law;

a)                all certificates and instruments representing the pledged
Collateral, together with stock transfer powers executed in blank with
signatures guaranteed as the Administrative Agent or the Lenders may specify;

a)                evidence that all other actions necessary or, in the opinion
of the Administrative Agent or the Lenders, desirable to perfect and protect the
first (or, in the case of the Term Lender only, second) priority security
interest created by the Collateral Documents have been taken;

a)                funds sufficient to pay any filing or recording tax or fee in
connection with any and all UCC-1 and UCC-3 financing statements and the
Mortgages;

a)                evidence that all other actions necessary or, in the opinion
of the Administrative Agent or the Lenders, desirable to perfect and protect the
first (or, in the case of the Term Lender only, second) priority Lien created by
the Collateral Documents, and to enhance the Administrative Agent's ability to
preserve and protect its interests in and access to the Collateral, have been
taken;


<PAGE>   86

1.                Insurance Policies. Standard lenders' payable endorsements
with respect to the insurance policies or other instruments or documents
evidencing insurance coverage on the properties of the Company in accordance
with Section 9.6; and

2.                Revolving/Term Loan Intercreditor Agreement. The
Revolving/Term Loan Intercreditor Agreement executed by each party thereto.

1.                Consent. The Consent executed by each Guarantor.

1.                Other Documents. Such other approvals, opinions, documents or
materials as the Administrative Agent or any Lender may reasonably request.

A.                Other Conditions to Effectiveness of Restatement. The
amendment and restatement of the Existing Credit Agreement shall be subject, in
addition to the conditions set forth in Section 6.1, to the following
conditions:

1.                Issuance of Term Lender Notes. At least $150,000,000 in gross
cash proceeds shall be concurrently received by the Term Lender prior to or on
the Closing Date from the issuance of the Term Lender Notes and the Term Lender
shall have concurrently made the Term Loan to the Company.

1.                Governmental Approvals. All governmental, shareholder and
third party consents, and approvals necessary in connection with the financings
and equity issuances contemplated hereby and the continued operations of the
business of the Company and its Subsidiaries shall have been obtained and be in
full force and effect, in each case except for such governmental and third party
approvals which the failure to obtain would not, individually or in the
aggregate, have a Material Adverse Effect.

1.                Certificate. The Company shall have delivered a Certificate of
its Chief Financial Officer to the effect that all the conditions set forth in
Sections 6.2(a) - (b) above shall have been accomplished.

1.                Borrowing Base Certificate. The Company shall have delivered a
Borrowing Base Certificate as of September 4, 1999.

1.                Purchase by Revolving Lenders. The Revolving Lenders shall
have purchased and sold appropriate amounts of the outstanding Revolving Loans
under the Existing Credit Agreement, to cause each Revolving Lender to hold its
Revolving Percentage of the Revolving Loans, after giving effect to this
amendment and restatement. Each Revolving Lender, which shall have its Revolving
Percentage reduced to zero, shall have no further obligations under the Existing
Credit Agreement or this Agreement. If any Revolving Lender shall suffer a loss
as a result of the effectiveness of such purchase or sale being during an
Interest Period, the Company shall reimburse such Revolving Lender the amount of
such loss. Each such Revolving Lender shall furnish the Company with a
certificate setting forth the basis for determining the amount to be paid to it
under this clause (e).

<PAGE>   87

1.                Fees. The Company shall have paid all fees required by the Fee
Letter.

B.                Conditions to All Credit Extensions. The obligation of each
Revolving Lender to make any Revolving Loan to be made by it (including its
initial Loan) or to continue or convert any Revolving Loan under Section 2.4 and
the obligation of the Issuing Lender to Issue any Letter of Credit (including
the initial Letter of Credit) is subject to the satisfaction of the following
conditions precedent on the relevant Borrowing Date, Conversion/Continuation
Date or Issuance Date:

1.                Notice, Application. The Administrative Agent shall have
received (with, in the case of the initial Revolving Loan only, a copy for each
Revolving Lender) a Notice of Borrowing or a Notice of Conversion/Continuation,
as applicable, or in the case of any Issuance of any Letter of Credit, the
Issuing Lender and the Administrative Agent shall have received an L/C
Application or L/C Amendment Application, as required under Section 3.2;

1.                Continuation of Representations and Warranties. The
representations and warranties in Article VII shall be true and correct on and
as of such Borrowing Date or Conversion/Continuation Date with the same effect
as if made on and as of such Borrowing Date or Conversion/Continuation Date
(except to the extent such representations and warranties expressly refer to an
earlier date, in which case they shall be true and correct as of such earlier
date); and

1.                No Existing Revolving Loan Default. No Revolving Loan Default
or Revolving Loan Event of Default shall exist or shall result from such
Borrowing or continuation or conversion.

Each Notice of Borrowing, L/C Application or L/C Amendment Application
submitted by the Company hereunder shall constitute a representation and
warranty by the Company hereunder, as of the date of each such notice and as of
each Borrowing Date, or Issuance Date, as applicable, that the conditions in
this Section 6.3 are satisfied.


                                   I. ARTICLE

               REPRESENTATIONS AND WARRANTIES TO REVOLVING LENDERS

         The Company represents and warrants to the Administrative Agent and
each Revolving Lender that:

A.                Corporate Existence and Power. The Company and each of its
Subsidiaries:

<PAGE>   88

1.                is a corporation duly organized, validly existing and in good
standing under the laws of the jurisdiction of its incorporation;

1.                has the power and authority and all governmental licenses,
authorizations, consents and approvals to own its assets, carry on its business
and to execute, deliver, and perform its obligations under the Loan Documents;

1.                is duly qualified as a foreign corporation and is licensed 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 or license; and

1.                is in compliance with all Requirements of Law; except, in each
case referred to in clause (c) or clause (d), to the extent that the failure to
do so could not reasonably be expected to have a Material Adverse Effect.

A.                Corporate Authorization; No Contravention. The execution,
delivery and performance by the Company and its Subsidiaries of this Agreement
and each other Loan Document to which such Person is party, have been duly
authorized by all necessary corporate action, and do not and will not:

1.                contravene the terms of any of that Person's Organization
Documents;

1.                conflict with or result in any breach or contravention of, or
the creation of any Lien under, any document evidencing any Contractual
Obligation to which such Person is a party or any order, injunction, writ or
decree of any Governmental Authority to which such Person or its property is
subject; or

1.                violate any Requirement of Law.

A.                Governmental Authorization. No approval, consent, exemption,
authorization, or other action by, or notice to, or filing with, any
Governmental Authority is necessary or required in connection with the
execution, delivery or performance by, or enforcement against, the Company or
any of its Subsidiaries of this Agreement or any other Loan Document.

A.                Binding Effect. This Agreement and each other Loan Document to
which the Company or any of its Subsidiaries is a party constitute the legal,
valid and binding obligations of the Company and any of its Subsidiaries to the
extent it is a party thereto, enforceable against such Person in accordance with
their respective terms, except as enforceability may be limited by applicable
bankruptcy, insolvency, or similar laws affecting the enforcement of creditors'
rights generally or by equitable principles relating to enforceability.


<PAGE>   89

A.                Litigation. Except as specifically disclosed in Schedule 7.5,
there are no actions, suits, proceedings, claims or disputes pending, or to the
best knowledge of the Company, threatened or contemplated, at law, in equity, in
arbitration or before any Governmental Authority, against the Company, or its
Subsidiaries or any of their respective properties which:

1.                purport to affect or pertain to this Agreement or any other
Loan Document, or any of the transactions contemplated hereby or thereby; or

1.                would reasonably be expected to have a Material Adverse
Effect. No injunction, writ, temporary restraining order or any order of any
nature has been issued by any court or other Governmental Authority purporting
to enjoin or restrain the execution, delivery or performance of this Agreement
or any other Loan Document, or directing that the transactions provided for
herein or therein not be consummated as herein or therein provided.

A.                No Default. No Revolving Loan Default or Revolving Loan Event
of Default exists or would result from the incurring of any Obligations by the
Company. As of the Closing Date, neither the Company nor any Subsidiary is in
default under or with respect to any Contractual Obligation in any respect
which, individually or together with all such defaults, could reasonably be
expected to have a Material Adverse Effect, or that would, if such default had
occurred after the Closing Date, create an Revolving Loan Event of Default under
subsection 12.1(e).

A.                ERISA Compliance. Except as specifically disclosed in Schedule
7.7:

1.                Each Plan is in compliance in all material respects with the
applicable provisions of ERISA, the Code and other federal or state law. Each
Plan which is intended to qualify under Section 401(a) of the Code has received
a favorable determination letter from the IRS and to the best knowledge of the
Company, nothing has occurred which would cause the loss of such qualification.
The Company and each ERISA Affiliate has made all required contributions to any
Plan subject to Section 412 of the Code, and no application for a funding waiver
or an extension of any amortization period pursuant to Section 412 of the Code
has been made with respect to any Plan.

1.                There are no pending or, to the best knowledge of the Company,
threatened claims, actions or lawsuits, or action by any Governmental Authority,
with respect to any Plan which has resulted or could reasonably be expected to
result in a Material Adverse Effect. There has been no prohibited transaction or
violation of the fiduciary responsibility rules with respect to any Plan which
has resulted or could reasonably be expected to result in a Material Adverse
Effect.

1.                (i) No ERISA Event has occurred or is reasonably expected to
occur; (ii) no Pension Plan has any Unfunded Pension Liability; (iii) neither
the Company


<PAGE>   90

nor any ERISA Affiliate has incurred, or reasonably expects to incur, any
liability under Title IV of ERISA with respect to any Pension Plan (other than
premiums due and not delinquent under Section 4007 of ERISA); (iv) neither the
Company nor any ERISA Affiliate has incurred, or reasonably expects to incur,
any liability (and no event has occurred which, with the giving of notice under
Section 4219 of ERISA, would result in such liability) under Section 4201 or
4243 of ERISA with respect to a Multiemployer Plan; and (v) neither the Company
nor any ERISA Affiliate has engaged in a transaction that could be subject to
Section 4069 or 4212(c) or ERISA.

A.                Use of Proceeds; Margin Regulations. The proceeds of the Loans
are to be used solely for the purposes set forth in and permitted by Section
9.12 and Section 10.7. Neither the Company nor any Subsidiary is generally
engaged in the business of purchasing or selling Margin Stock or extending
credit for the purpose of purchasing or carrying Margin Stock.

A.                Title to Properties. The Company and each Subsidiary have good
record and marketable title in fee simple to, or valid leasehold interests in,
all real property necessary or used in the ordinary conduct of their respective
businesses, except for such defects in title as could not, individually or in
the aggregate, have a Material Adverse Effect. As of the Closing Date, the
property of the Company and its Subsidiaries is subject to no Liens, other than
Permitted Liens.

A.                Taxes. The Company and its Subsidiaries have filed all federal
and other material tax returns and reports required to be filed, and have paid
all federal and other material taxes, assessments, fees and other governmental
charges levied or imposed upon them or their properties, income or assets
otherwise due and payable, except those which are being contested in good faith
by appropriate proceedings and for which adequate reserves have been provided in
accordance with GAAP. There is no proposed tax assessment against the Company or
any Subsidiary that would, if made, have a Material Adverse Effect.

1.                Financial Condition. (i) The audited consolidated financial
statements of the Company and its Subsidiaries dated December 26, 1998, and the
related consolidated statements of income or operations, shareholders' equity
and cash flows for the fiscal year ended on that date and (ii) the unaudited
consolidated financial statements of the Company and its Subsidiaries dated June
26, 1999, and the related consolidated statements of income or operations, and
cash flows for the fiscal quarter ended on that date:

(i)               were prepared in accordance with GAAP consistently applied
throughout the period covered thereby, except as otherwise expressly noted
therein, subject in the case of the June 26, 1999, statements to ordinary, good
faith year end audit adjustments;

<PAGE>   91

(i)               fairly present the financial condition of the Company and its
Subsidiaries as of the date thereof and results of operations for the period
covered thereby; and

(i)               except as specifically disclosed in Schedule 7.11, show all
material indebtedness and other liabilities, direct or contingent, of the
Company and its consolidated Subsidiaries as of the date thereof, including
liabilities for taxes, material commitments and Contingent Obligations.

1.                The Initial Financial Projections delivered to the
Administrative Agent and the Revolving Lenders prior to the execution of this
Agreement were prepared by the Company in good faith and based upon historical
financial information and assumptions the Company deems reasonable and
appropriate in light of current circumstances.

1.                Since December 26, 1998, there has been no Material Adverse
Effect.

A.                Environmental Matters. The Company conducts in the ordinary
course of business a review of the effect of existing Environmental Laws and
existing Environmental Claims on its business, operations and properties, and as
a result thereof the Company has reasonably concluded that, except as
specifically disclosed in Schedule 7.12, such Environmental Laws and
Environmental Claims could not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect.

A.                Regulated Entities. None of the Company, any Person
controlling the Company, or any Subsidiary, is an "Investment Company" within
the meaning of the Investment Company Act of 1940. The Company is not subject to
regulation under the Public Utility Holding Company Act of 1935, the Federal
Power Act, the Interstate Commerce Act, any state public utilities code, or any
other federal or state statute or regulation limiting its ability to incur
Indebtedness.

A.                No Burdensome Restrictions. Neither the Company nor any
Subsidiary is a party to or bound by any Contractual Obligation, or subject to
any restriction in any Organization Document, or any Requirement of Law, which,
in the absence of a default thereunder, could reasonably be expected to have a
Material Adverse Effect.

A.                Copyrights, Patents, Trademarks and Licenses, etc. The Company
or its Subsidiaries own or are licensed or otherwise have the right to use all
of the patents, trademarks, service marks, trade names, copyrights, contractual
franchises, authorizations and other rights that are reasonably necessary for
the operation of their respective businesses, without conflict with the rights
of any other Person. To the best knowledge of the Company, no slogan or other
advertising device, product, process, method, substance, part or other material
now employed, or now contemplated to be employed, by the


<PAGE>   92

Company or any Subsidiary infringes upon any rights held by any other Person.
Except as specifically disclosed in Schedule 7.15, no claim or litigation
regarding any of the foregoing is pending or threatened, and no patent,
invention, device, application, principle or any statute, law, rule, regulation,
standard or code is pending or, to the knowledge of the Company, proposed,
which, in either case, could reasonably be expected to have a Material Adverse
Effect.

A.                Subsidiaries. As of the Closing Date, the Company has no
Subsidiaries other than those specifically disclosed in part (a) of Schedule
7.16 hereto and has no equity investments in any other corporation or entity
other than those specifically disclosed in part (b) of Schedule 7.16.

A.                Insurance. Except as specifically disclosed in Schedule 7.17,
the properties of the Company and its Subsidiaries are insured with insurance
companies not Affiliates of the Company rated at least "A" by A.M. Best Company,
in such amounts, with such deductibles and covering such risks as are
customarily carried by companies engaged in similar businesses and owning
similar properties in localities where the Company or such Subsidiary operates.

A.                Full Disclosure. None of the representations or warranties
made by the Company or any Subsidiary in the Loan Documents as of the date such
representations and warranties are made or deemed made, and none of the
statements contained in any exhibit, report, statement or certificate furnished
by or on behalf of the Company or any Subsidiary in connection with the Loan
Documents (including the offering and disclosure materials delivered by or on
behalf of the Company to the Revolving Lenders prior to the Closing Date),
contains any untrue statement of a material fact or omits any material fact
required to be stated therein or necessary to make the statements made therein,
in light of the circumstances under which they are made, not misleading as of
the time when made or delivered.

A.                Year 2000. (a) The Company and its Subsidiaries reasonably
believe that they are taking all commercially reasonable steps to ascertain the
extent of, and to quantify and successfully address, business and financial
risks facing the Company and its Subsidiaries as a result of what is commonly
referred to as the "Year 2000 problem" (i.e., the inability of certain computer
applications to recognize correctly and perform date-sensitive functions
involving certain dates prior to and after December 31, 1999) and (b) the
Company and its Subsidiaries reasonably believe that the Year 2000 problem will
not have a Material Adverse Effect.


                                   I. ARTICLE

                           [INTENTIONALLY LEFT BLANK]

<PAGE>   93


                                   I. ARTICLE

              AFFIRMATIVE COVENANTS RELATING TO REVOLVING LENDERS

         So long as any Revolving Lender shall have any Revolving Commitment
hereunder, or any Revolving Loan or other Obligation (other than Obligations in
respect of the Term Loan) shall remain unpaid or unsatisfied, or any Letter of
Credit shall remain outstanding, unless the Required Lenders waive compliance in
writing:

A.                Financial Statements. The Company shall deliver to the
Administrative Agent, in form and detail satisfactory to the Administrative
Agent and the Required Lenders, with sufficient copies for each Revolving
Lender:

(a)               as soon as available and in any event within 30 days after the
end of each four-week fiscal period of the Company, (i) consolidated balance
sheet of the Company and its Subsidiaries as of the end of such four-week fiscal
period, (ii) consolidated statement of earnings and (commencing June, 2000) cash
flow of the Company and its Subsidiaries for such four-week fiscal period and
for the period commencing at the end of the previous four-week fiscal period and
ending with the end of such four-week fiscal period setting forth in each case a
comparison of the results with the corresponding four-week fiscal period of the
previous year and for the period from the beginning of such fiscal year,
certified by a Responsible Officer of the Company; provided that after June
2000, such reports set forth in this subsection (a) shall be delivered to the
Administrative Agent within 15 days after the end of each four-week fiscal
period; and

(a)               as soon as available and in any event within 45 days after the
end of each of the first three fiscal quarters of each fiscal year of the
Company, (i) consolidated balance sheet of the Company and its Subsidiaries as
of the end of such fiscal quarter, and (ii) consolidated statement of earnings
and cash flow of the Company and its Subsidiaries for such fiscal quarter and
for the period commencing at the end of the previous fiscal year and ending with
the end of such fiscal quarter setting forth in each case a comparison of the
results with the corresponding fiscal quarter of the previous year, certified by
a Responsible Officer of the Company; (iii) a letter from a Responsible Officer
of the Company explaining (A) the factors (both positive and negative) that
impacted the Company's consolidated financial performance (including as
reflected in the consolidated balance sheet, statement of earnings and cash
flow) for such fiscal quarter and (B) the variances from the most recent
financial projections provided by the Company pursuant to subsection (d) below
for such time period; and

(a)               as soon as available and in any event within 90 days after the
end of each fiscal year of the Company, a copy of the annual audit report for
such fiscal year for the Company and its Subsidiaries, including therein
consolidated balance sheet of the Company and its Subsidiaries as of the end of
such fiscal year and consolidated statement of earnings and cash flow of the
Company and its Subsidiaries for such fiscal year,


<PAGE>   94

together with, in comparative form, the figures for the previous fiscal year,
certified (without any Impermissible Qualification) in a manner reasonably
acceptable to the Administrative Agent and the Required Lenders by independent
public accountants reasonably acceptable to the Administrative Agent and the
Required Lenders (the "Independent Auditor"); and

(a)               as soon as available and in any event by January 31 of each
year, for the three year period commencing on the first day of that Fiscal Year,
the following pro forma projected financial information, each certified as true
and correct by a Responsible Officer of the Company to the best of such
officer's knowledge: (i) the Company's pro forma balance sheets prepared in
accordance with GAAP for the next three fiscal years and for the first thirteen
periods of the first fiscal year, and (ii) projected pro forma statements of
earnings and cash flows and other operating information for the Company for the
next three fiscal years and for the thirteen fiscal periods of the first fiscal
year, which information presents fairly, on a pro forma basis, the balance
sheets of the Company and the Company's best good faith estimate and projections
of the Company's financial position and results of operations as of the dates
and for the periods indicated.

A.                Certificates; Other Information. The Company shall furnish to
the Administrative Agent, with sufficient copies for each Lender:

1.                concurrently with the delivery of the financial statements
referred to in subsection 9.1(a), (i) supplier status report for such four-week
fiscal period in form reasonably satisfactory to the Administrative Agent which
shall include a list of the twenty top suppliers, with an estimate of volume (as
a percentage of consolidated cost of goods sold) per such supplier, whether any
notice of discontinuance has been given by any such supplier and, if so, for
what reason, and (ii) customer status report for such four-week fiscal period in
form reasonably satisfactory to the Administrative Agent which shall include a
list of the top ten customers, with an estimate of percentage volume (as of the
previous year) per customer, whether any notice of discontinuance has been given
and, if so for what reason, and a list of chains including the number of units
served in the current four-week fiscal period and the previous four-week fiscal
period and the percentage change;

1.                concurrently with the delivery of the financial statements
referred to in subsection 9.1(c), a certificate of the Independent Auditor
stating that in making the examination necessary therefor no knowledge was
obtained of any Revolving Loan Default or Revolving Loan Event of Default,
except as specified in such certificate or that the computation of compliance
with the financial ratios and restrictions contained in Sections 10.10 through
10.13, 10.17, 10.20 and 10.22 provided to the Revolving Lenders and the
Administrative Agent does not fairly present the information set forth therein;

1.                concurrently with the delivery of the financial statements
referred to in subsections 9.1(b) and (c), a Compliance Certificate executed by
a Responsible Officer (including a full calculation of status of all "baskets"
of the financial covenants);


<PAGE>   95

1.                monthly within 20 days after each month a Borrowing Base
Certificate; provided that if the Effective Amount of all L/C Obligations plus
the Effective Amount of all Revolving Loans equals or exceeds 50% of the lesser
of (i) the Revolving Commitment or (ii) the Borrowing Base, the Company shall be
required to deliver to the Administrative Agent, with sufficient copies for each
Revolving Lender, a Borrowing Base Certificate (which may contain certain
estimated amounts where the actual amounts are not yet reasonably available) the
Wednesday of each week (as of the Saturday of the previous week);

1.                annually, a schedule of insurance carried by the Company and
its Subsidiaries including the amounts of such insurance, deductibles and risks
covered;

1.                promptly, (i) if the Company has capital stock that is
publicly traded, copies of all financial statements and reports that the Company
sends to its shareholders, and (ii) copies of all financial statements and
regular, periodical or special reports (including Forms 10K, 10Q and 8K) that
the Company or any Subsidiary may file with the SEC;

1.                promptly upon receipt, copies of its accountants' management
letters;

1.                concurrently with the delivery of the financial statements
referred to in subsection 9.1(b) and (c), a schedule reconciling the calculation
of adjusted EBITDA as calculated in the financial statements filed with the SEC
with the calculation of Adjusted EBITDA pursuant to this Agreement;

1.                at any time (and, if the following condition is met at any
time, such information shall then be provided for one year after the time that
the following condition no longer exists) that the Effective Amount of all L/C
Obligations plus the Effective Amount of all Revolving Loans equals or exceeds
50% of the lesser of (i) the Revolving Commitment or (ii) the Borrowing Base,
such information relating to distribution center performance for the
distribution centers that the Company expects to have at the completion of its
quickservice restaurant and specialty division integration plan as the
Administrative Agent deems reasonably satisfactory, including for each
distribution center the quarterly fill rate, on-time deliveries, cubes per route
mile and cases per man hour and, for review at the Company offices but not to be
distributed, revenues, expenses and operating profit for all centers as well as
operating expense to revenue and operating expense to case ratios for each
distribution center (in each case subject to each Revolving Lender signing
reasonably acceptable confidentiality agreements); and

1.                promptly, such additional information regarding the business,
financial or corporate affairs of the Company or any Subsidiary as the
Administrative Agent, at the request of any Lender, may from time to time
reasonably request.


<PAGE>   96

A.                Notices. The Company shall promptly notify the Administrative
Agent and each Revolving Lender:

1.                of the occurrence of any Revolving Loan Default or Revolving
Loan Event of Default, and of the occurrence or existence of any event or
circumstance that the Company reasonably expects will become a Revolving Loan
Default or Revolving Loan Event of Default;

1.                of any matter that has resulted or may result in a Material
Adverse Effect, including (i) breach or non-performance of, or any default
under, a Contractual Obligation of the Company or any Subsidiary; (ii) any
dispute, litigation, investigation, proceeding or suspension between the Company
or any Subsidiary and any Governmental Authority; or (iii) the commencement of,
or any material development in, any litigation or proceeding affecting the
Company or any Subsidiary, including pursuant to any applicable Environmental
Laws;

1.                of the occurrence of any of the following events affecting the
Company or any ERISA Affiliate (but in no event more than 10 days after such
event), and deliver to the Administrative Agent and each Revolving Lender a copy
of any notice with respect to such event that is filed with a Governmental
Authority and any notice delivered by a Governmental Authority to the Company or
any ERISA Affiliate with respect to such event:

a)                an ERISA Event;

a)                a material increase in the Unfunded Pension Liability of any
Pension Plan;

a)                the adoption of, or the commencement of contributions to, any
Plan subject to Section 412 of the Code by the Company or any ERISA Affiliate;

a)                the adoption of any amendment to a Plan subject to Section 412
of the Code, if such amendment results in a material increase in contributions
or Unfunded Pension Liability;

1.                of any material change in accounting policies or financial
reporting practices by the Company or any of its consolidated Subsidiaries;

1.                of the occurrence of any material labor dispute;

1.                of the occurrence of an "Early Amortization Event," as defined
in the Pooling and Servicing Agreement; or

1.                any event which will give rise to a prepayment pursuant to
Section 2.8(b).


<PAGE>   97

         Each notice under this Section shall be accompanied by a written
statement by a Responsible Officer setting forth details of the occurrence
referred to therein, and stating what action the Company or any affected
Subsidiary proposes to take with respect thereto and at what time. Each notice
under subsection 9.3(a) shall describe with particularity any and all clauses or
provisions of this Agreement or other Loan Document that have been (or
foreseeably will be) breached or violated.

A.                Preservation of Corporate Existence, etc. The Company shall,
and shall cause each Subsidiary to:

1.                preserve and maintain in full force and effect its corporate
existence and good standing under the laws of its state or jurisdiction of
incorporation except in connection with transactions permitted by Section 10.3
and sales of assets permitted by Section 10.2;

1.                preserve and maintain in full force and effect all
governmental rights, privileges, qualifications, permits, licenses and
franchises necessary or desirable in the normal conduct of its business except
in connection with transactions permitted by Section 10.3 and sales of assets
permitted by Section 10.2;

1.                use reasonable efforts, in the ordinary course of business, to
preserve its business organization and goodwill; and

1.                preserve or renew all of its registered patents, trademarks,
trade names and service marks, the non-preservation or non-renewal of which
could reasonably be expected to have a Material Adverse Effect.

A.                Maintenance of Property. The Company shall maintain, and shall
cause each Subsidiary to maintain, and preserve all its property which is used
or useful in its business in good working order and condition, ordinary wear and
tear excepted, and make all necessary repairs thereto and renewals and
replacements thereof except where the failure to do so could not reasonably be
expected to have a Material Adverse Effect.

A.                Insurance. The Company shall maintain, and shall cause each
Subsidiary to maintain, with financially sound and reputable independent
insurers, insurance with respect to its properties and business against loss or
damage of the kinds customarily insured against by Persons engaged in the same
or similar business, of such types and in such amounts as are customarily
carried under similar circumstances by such other Persons.

A.                Payment of Obligations. The Company shall, and shall cause
each Subsidiary to, pay and discharge as the same shall become due and payable,
all its respective obligations and liabilities, including:

<PAGE>   98


1.                all tax liabilities, assessments and governmental charges or
levies upon it or its properties or assets, unless the same are being contested
in good faith by appropriate proceedings and adequate reserves in accordance
with GAAP are being maintained by the Company or such Subsidiary;

1.                all lawful claims which, if unpaid, would by law become a Lien
upon its property; and

1.                all indebtedness, as and when due and payable, but subject to
any subordination provisions contained in any instrument or agreement evidencing
such Indebtedness.

A.                Compliance with Laws. The Company shall comply, and shall
cause each Subsidiary to comply, in all material respects with all Requirements
of Law of any Governmental Authority having jurisdiction over it or its business
(including the Federal Fair Labor Standards Act), except such as may be
contested in good faith or as to which a bona fide dispute may exist.

A.                Compliance with ERISA. The Company shall, and shall cause each
of its ERISA Affiliates to: (a) maintain each Plan in compliance in all material
respects with the applicable provisions of ERISA, the Code and other federal or
state law; (b) cause each Plan which is qualified under Section 401(a) of the
Code to maintain such qualification; and (c) make all required contributions to
any Plan subject to Section 412 of the Code.

A.                Inspection of Property and Books and Records. The Company
shall maintain and shall cause each Subsidiary to maintain proper books of
record and account, in which full, true and correct entries in conformity with
GAAP consistently applied shall be made of all financial transactions and
matters involving the assets and business of the Company and such Subsidiary.
The Company will (a) permit, and cause each of its Subsidiaries to permit,
access by the Administrative Agent or any Revolving Lender and its agents or
employees to the Company's and its Subsidiaries' books and records and its
respective place or places of business at intervals to be determined by the
Administrative Agent and without hindrance or delay and (b) permit, and cause
each of its Subsidiaries to permit, the Administrative Agent or any Revolving
Lender or its agents and employees to (1) inspect and perform appraisals of its
respective inventory, equipment, fixtures and real property and (2) inspect,
audit, check and make copies and/or extracts from any books, records, computer
data and records, computer programs, journals, orders, receipts, correspondence
and other data relating to its inventory, accounts receivable, contract rights,
general intangibles, equipment, fixtures and real property and any other
Collateral, or relating to any other transactions between the parties hereto and
(c) permit, and cause each of its Subsidiaries to permit, the Administrative
Agent or any Revolving Lender to discuss the Company's or such Subsidiary's
financial matters with its officers and independent public accountant (and the
Company, for itself and each of its Subsidiaries, hereby authorizes such
independent public accountant to


<PAGE>   99

discuss such financial matters with the Administrative Agent or any Revolving
Lender or its representatives whether or not any representative of the Company
or such Subsidiary is present). As long as no Revolving Loan Event of Default or
Revolving Loan Default has occurred and is continuing, the Administrative Agent
shall give advance notice of any intent to visit a premises, and all such visits
shall be during normal business hours and made in such a way as to interfere as
little as possible with the conduct of the Company's or its Subsidiaries'
businesses. In addition to, and not by way of limitation of, the Administrative
Agent's and the Revolving Lenders' other rights under this Section, the Company
acknowledges that the Administrative Agent may obtain a new appraisal of any
Collateral (or an update of an existing appraisal) at any time that any
Obligations are outstanding if the Administrative Agent or the Required Lenders,
in its (or their) reasonable judgment, (a) determines that a new appraisal or
update of an existing appraisal is warranted as a result of a Revolving Lender's
internal credit review and evaluation of the Obligations or (b) determines that
such new appraisal or update of existing appraisal is necessary for the
Administrative Agent or the Revolving Lenders to comply with any applicable law,
regulation, guideline, decision or request (whether or not having the force of
law) of any court, regulator, or other governmental authority. Notwithstanding
anything otherwise provided in this Section, all inspections related to
Subsidiaries will be coordinated with the Company, all inspections by any
Revolving Lender will be coordinated with the Administrative Agent and all
Collateral reviews will be done by the Administrative Agent and not by a
Revolving Lender. The Company agrees that all such inspections and/or audits and
appraisals shall be at the Company's expense. Notwithstanding anything otherwise
provided in this Section, as long as no Revolving Loan Event of Default or
Revolving Loan Default has occurred or is continuing, the Company shall not be
required to reimburse the Administrative Agent or any Revolving Lender for
appraisals or Collateral reviews relating to the Company or any of its
Subsidiaries, more frequently than once each fiscal year.

A.                Environmental Laws. The Company shall, and shall cause each
Subsidiary to, conduct its operations and keep and maintain its property in
compliance with all Environmental Laws.

A.                Use of Proceeds. The Company shall use the proceeds of the
Revolving Loans to provide for working capital, capital expenditures and other
general corporate purposes not in contravention of any Requirement of Law or of
any Loan Document.

A.                Further Assurances. Promptly upon the written request of the
Administrative Agent, or the Required Lenders, the Company shall, and shall
cause each Subsidiary to, execute, acknowledge, deliver, record, re-record,
file, re-file, register and re-register, any and all such further acts, deeds,
conveyances, security agreements, mortgages, assignments, estoppel certificates,
financing statements and continuations thereof, termination statements, notices
of assignment, transfers, certificates, assurances and other instruments the
Administrative Agent or the Required Lenders as the case may be, may reasonably
request from time to time in order (a) to ensure that (i) the Obligations


<PAGE>   100

with respect to the Revolving Loans are secured by substantially all assets of
the Company and (ii) the Obligations with respect to the Revolving Loans are
secured by substantially all of the assets of each Subsidiary (including,
promptly upon the acquisition or creation thereof, any Subsidiary created or
acquired after the date hereof), (b) to perfect and maintain the validity,
effectiveness and priority of any of the Loan Documents and the Liens intended
to be created thereby, and (c) to better assure, convey, grant, assign,
transfer, preserve, protect and confirm to the Administrative Agent and the
Revolving Lenders the rights granted or now or hereafter intended to be granted
to the Administrative Agent and the Revolving Lenders under any Loan Documents
or under any other document executed in connection therewith. Contemporaneously
with the execution and delivery of any document referred to above, the Company
shall, and shall cause each Subsidiary to, deliver all resolutions, opinions and
corporate documents as the Administrative Agent or the Required Lenders may
reasonably request to confirm the enforceability of such document and the
perfection of the security interest created thereby, if applicable.


                                   I. ARTICLE

                NEGATIVE COVENANTS RELATING TO REVOLVING LENDERS

         So long as any Revolving Lender shall have any Revolving Commitment
hereunder, or any Revolving Loan or other Obligation (other than Obligations in
respect of the Term Loan) shall remain unpaid or unsatisfied, or any Letter of
Credit shall remain outstanding, unless the Required Lenders waive compliance in
writing:

A.                Limitation on Liens. The Company shall not, and shall not
suffer or permit any Subsidiary to, directly or indirectly, make, create, incur,
assume or suffer to exist any Lien upon or with respect to any part of its
property, whether now owned or hereafter acquired, other than the following
("Permitted Liens"):

1.                any Lien existing on property of the Company or any Subsidiary
on the Closing Date and set forth in Schedule 10.1 securing Indebtedness
outstanding on such date;

1.                any Lien created under any Loan Document and any Lien in favor
of a Revolving Lender or its Affiliates and securing the Hedging Agreements;

1.                any second priority Lien created under any Loan Document in
favor of the Term Lender;

1.                Liens for taxes, fees, assessments or other governmental
charges which are not delinquent or remain payable without penalty, or to the
extent that non-payment thereof is permitted by Section 9.7; provided that no
notice of lien has been filed or recorded under the Code;

<PAGE>   101

1.                carriers', warehousemen's, mechanics', landlords',
materialmen's, repairmen's or other similar Liens arising in the ordinary course
of business which are not delinquent or remain payable without penalty or which
are being contested in good faith and by appropriate proceedings, which
proceedings have the effect of preventing the forfeiture or sale of the property
subject thereto;

1.                Liens (other than any Lien imposed by ERISA) consisting of
pledges or deposits required in the ordinary course of business in connection
with workers' compensation, unemployment insurance and other social security
legislation;

1.                Liens on the property of the Company or its Subsidiary
securing (i) the non-delinquent performance of bids, trade contracts (other than
for borrowed money), leases, statutory obligations, (ii) contingent obligations
on surety and appeal bonds, and (iii) other non-delinquent obligations of a like
nature; in each case, incurred in the ordinary course of business; 2. Liens
consisting of judgment or judicial attachment liens, provided that the
enforcement of such Liens is effectively stayed;

1.                easements, rights-of-way, restrictions and other similar
encumbrances incurred in the ordinary course of business which, in the
aggregate, are not substantial in amount, and which do not in any case
materially detract from the value of the property subject thereto or interfere
with the ordinary conduct of the businesses of the Company and its Subsidiaries;

1.                Liens on assets of corporations which become Subsidiaries
after the date of this Agreement; provided, however, (i) that such Liens existed
at the time the respective corporations became Subsidiaries and were not created
in anticipation thereof and (ii) the principal amount of the Indebtedness
secured by any and all such Liens shall not at any time exceed $4,000,000;

1.                purchase money security interests on any property acquired or
held by the Company or its Subsidiaries in the ordinary course of business,
securing Indebtedness incurred or assumed for the purpose of financing all or
any part of the cost of acquiring such property; provided that (i) any such Lien
attaches to such property concurrently with or within 20 days after the
acquisition thereof, (ii) such Lien attaches solely to the property so acquired
in such transaction, (iii) the principal amount of the debt secured thereby does
not exceed 100% of the cost of such property and (iv) the principal amount of
the Indebtedness secured by any and all such purchase money security interests
shall not at any time exceed $5,000,000;

1.                Liens securing obligations in respect of capital leases on
assets subject to such leases, provided that such capital leases are otherwise
permitted hereunder;


<PAGE>   102

1.                Liens arising solely by virtue of any statutory or common law
provision relating to banker's liens, rights of set-off or similar rights and
remedies as to deposit accounts or other funds maintained with a creditor
depository institution; provided that (i) such deposit account is not a
dedicated cash collateral account and is not subject to restrictions against
access by the Company in excess of those set forth by regulations promulgated by
the FRB, and (ii) such deposit account is not intended by the Company or any
Subsidiary to provide collateral to the depository institution;

1.                other Liens to secure obligations, so long as the aggregate
amount secured by such Liens does not exceed $5,000,000 at any time;

1.                Liens on Receivables Program Assets; and

1.                Liens on assets of foreign Subsidiaries securing Indebtedness
not in excess of $10,000,000 at any time outstanding.

A.                Asset Dispositions, etc. The Company will not, and will not
permit any of its Subsidiaries to, sell, transfer, lease, contribute or
otherwise convey, or grant options, warrants or other rights with respect to,
all or any substantial part of its assets (including accounts receivable and
capital stock of Subsidiaries) to any Person, unless

1.                such sale, transfer, lease, contribution or conveyance is in
the ordinary course of its business or is permitted by Section 10.3;

1.                such sale, transfer, lease, contribution or conveyance is a
disposition of real estate or warehouses owned or leased on the date hereof made
within two years after the date hereof in connection with the Company's
warehouse consolidation plan;

1.                with respect to any real estate or warehouses purchased after
the date hereof, such sale is pursuant to a sale-leaseback arrangement so long
as a leasehold mortgage is granted with respect thereto in form satisfactory to
the Administrative Agent;

1.                with respect to any sale, transfer, lease, contribution or
conveyance which is not made in connection with the acquisition of assets by the
Company, the net book value of such assets, together with the net book value of
all other assets sold, transferred, leased, contributed or conveyed otherwise
than in the ordinary course of business by the Company or any of its
Subsidiaries pursuant to this clause since the Closing Date, does not exceed
$10,000,000;

1.                with respect to any sale, transfer, lease, contribution or
conveyance (other than any sale, transfer, lease, contribution or conveyance of
assets of the ProSource national accounts division) which is made in connection
with the acquisition of assets by the Company, the net book value of such assets
does not exceed the net book value of the assets acquired by the Company in
connection with any such acquisition;


<PAGE>   103

1.                such sale, transfer, lease, contribution or conveyance is of
obsolete or unuseful Equipment and the aggregate proceeds of all such sales,
transfers, leases, contributions or conveyance of such Equipment is $5,000,000
or less in any fiscal year;

1.                such sale, transfer, lease, contribution or conveyance shall
be of Receivables Program Assets pursuant to a Qualified Receivables Transaction
to a Receivables Subsidiary; or

1.                such sale, transfer, lease, contribution or conveyance shall
be of Receivables Program Assets pursuant to a Qualified Receivables Transaction
by a Receivables Subsidiary to a Special Purpose Vehicle.

A.                Consolidations and Mergers. The Company shall not, and shall
not suffer or permit any Subsidiary to, merge, consolidate with or into, or
convey, transfer, lease or otherwise dispose of (whether in one transaction or
in a series of transactions) all or substantially all of its assets (whether now
owned or hereafter acquired) to or in favor of any Person, except:

1.                any Subsidiary may merge with the Company, provided that the
Company shall be the continuing or surviving corporation, or with any one or
more Subsidiaries; provided that if any transaction shall be between a
Subsidiary and a Wholly-Owned Subsidiary, the Wholly-Owned Subsidiary shall be
the continuing or surviving corporation and if any transaction shall be between
a Guarantor and a Subsidiary which is not a Guarantor, the Guarantor shall be
the continuing or surviving corporation;

1.                any Subsidiary may sell all or substantially all of its assets
(upon voluntary liquidation or otherwise) to the Company or another Wholly-Owned
Subsidiary, which wholly-owned Subsidiary is a Guarantor if the selling
Subsidiary is a Guarantor;

1.                so long as no Revolving Loan Default has occurred and is
continuing, or would occur after giving effect thereto, the Company or any of
its Subsidiaries may purchase all or substantially all of the assets of any
Person, or acquire such Person by merger, if such acquisition is approved by the
Administrative Agent and Required Lenders;

1.                as permitted by Section 10.2; or

1.                as permitted by Section 10.4(g).

A.                Loans and Investments. The Company shall not purchase or
acquire, or suffer or permit any Subsidiary to purchase or acquire, or make any
commitment therefor, any capital stock, equity interest, or any obligations or
other securities of, or any interest in, any Person, or make or commit to make
any Acquisitions, or make or commit to make any advance, loan, extension of
credit or capital contribution


<PAGE>   104

to or any other investment in, any Person including any Affiliate of the
Company, except for:

1.                investments in Cash Equivalents Investments;

1.                extensions of credit in the nature of accounts receivable or
notes receivable arising from the sale or lease of goods or services in the
ordinary course of business;

1.                in the ordinary course of business extensions of credit by the
Company to any of its Subsidiaries or by any of its Subsidiaries to another of
its Subsidiaries;

1.                until such time as a Revolving Loan Default shall have
occurred and be continuing, loans and advances to Holberg made on or after the
Closing Date not to exceed $10,000,000 at any time outstanding; provided that
upon the occurrence of such a Revolving Loan Default, any outstanding loans and
advances permitted by this clause (d) must be immediately repaid in full;

1.                investments in a Receivables Subsidiary, consisting of
Receivables Program Assets and Purchase Money Notes in payment for Receivables
Program Assets;

1.                investments by a Receivables Subsidiary in a Special Purpose
Vehicle;

1.                (i) Acquisitions (other than those permitted under Section
10.3(c)) and investments in amounts (including cash paid and Indebtedness
assumed or refinanced) not in excess of $15,000,000 per year, so long as, in the
case of an Acquisition, (A) the entity acquired had a positive operating income
for the 12 months prior to the Acquisition, (B) the entity acquired engaged only
in lines of business in which the Company is engaged, (C) in the case of a stock
Acquisition, the Acquisition is approved by the Board of Directors of the
acquired entity, and (D) giving effect to the Acquisition (x) the Company would
have been in compliance with all covenants hereof as if such Acquisition took
place on the first day of the fiscal quarter period ending at the end of the
last fiscal quarter as demonstrated by a certificate of a Responsible Officer
delivered prior to such Acquisition and (y) at least $50,000,000 of the
Revolving Commitments remain unused (it being understood that the principal
amount of Revolving Loans and the outstanding L/C Obligations shall be deemed
usage), and (ii) existing investments listed on Schedule 10.4; and

1.                loans and advances to employees not to exceed $5,000,000 at
any time outstanding.

A.                Limitation on Indebtedness. The Company shall not, and shall
not suffer or permit any Subsidiary to, create, incur, assume, suffer to exist,
or otherwise


<PAGE>   105

become or remain directly or indirectly liable with respect to, any
Indebtedness, other than the following ("Permitted Indebtedness"):

1.                Indebtedness incurred pursuant to this Agreement (including
the Term Loan);

1.                Indebtedness consisting of Contingent Obligations permitted
pursuant to Section 10.8;

1.                Indebtedness existing on the Closing Date and set forth in
Schedule 10.5;

1.                Indebtedness secured by Liens permitted by subsection 10.1(j)
in an aggregate amount outstanding not to exceed $5,000,000.

1.                Subordinated Debt;

1.                Indebtedness with respect to any assets acquired by the
Company or any of its Subsidiaries (or assets owned by Subsidiaries the stock of
which is acquired by the Company or any of its Subsidiaries) in existence at the
time of the acquisition of such assets or stock, which Indebtedness was not
incurred in contemplation of the acquisition; provided that such Indebtedness
does not in an aggregate amount outstanding exceed $5,000,000;

1.                Capitalized Lease Obligations not in excess of $50,000,000
created in any one fiscal year and not in excess of $100,000,000 at any time
outstanding (it being understood that pursuant to Section 1.3(a) capital leases
of up to $45,000,000 in the aggregate arising out of the sale-leaseback of
distribution centers shall be treated as operating leases);

1.                Other notes payable to vendors not in excess of $5,000,000 at
any time outstanding;

1.                the Senior Subordinated Notes;

1.                Indebtedness of foreign Subsidiaries not in excess of
$10,000,000 at any time outstanding;

1.                Other Indebtedness not in excess of $5,000,000 at any time
outstanding;

1.                Receivables Program Obligations, pursuant to a Qualified
Receivables Transaction;

1.                the Senior Unsecured Notes; and


<PAGE>   106

1.                New Subordinated Debt in an amount not to exceed $25,000,000
in the aggregate.

A.                Transactions with Affiliates. The Company will not, and will
not permit any of its Subsidiaries to, enter into, or cause, suffer or permit to
exist any arrangement or contract with any of its other Affiliates (a) unless
such arrangement or contract is fair and equitable to the Company or such
Subsidiary and is an arrangement or contract of the kind which would be entered
into by a prudent Person in the position of the Company or such Subsidiary with
a Person which is not one of its Affiliates, it being understood that any
Qualified Receivables Transaction shall be deemed to satisfy this clause (a);
(b) except (i) the arrangement between Holberg and the Company under the Tax
Sharing Agreement, and (ii) the insurance arrangement between NEHC and its
Subsidiaries and an affiliate of Holberg, the fees with respect to which shall
not exceed the usual and customary fees for such services; (c) except
arrangements or contracts which provide for investments in Affiliates of the
Company or any of its Subsidiaries to the extent such investments are permitted
pursuant to Section 10.4 provided, however, that unless a Revolving Loan Event
of Default shall have occurred and be continuing, Corporate Allocations
permitted under Section 10.11 can be paid; (d) except transactions between the
Company or its Subsidiaries on the one hand and DLJ or its Affiliates on the
other hand involving the provision of financial, investment banking, lending,
management, consulting or underwriting services by DLJ or its Affiliates;
provided that the fees payable to DLJ or its Affiliates do not exceed the usual
and customary fees of DLJ or its Affiliates, as the case may be, for such
services or the usual and customary fees of other New York investment banking
firms for such services; (e) except transactions between the Company and Holberg
involving the provision of financial, management or consulting services provided
that (i) the fees payable by the Company for such services do not exceed the
usual and customary fees for such services and (ii) the payment of any such fees
shall be subject to the consent of the Administrative Agent or, if in excess of
$2,000,000 in any fiscal year, the Required Lenders; or (f) except (i) payments
required under this Agreement to the Term Lender and (ii) payments by the
Company in respect of fees and expenses (including any underwriting discount)
relating to the Term Loan and the Term Lender Notes.

A.                Use of Proceeds. The Company shall not, and shall not suffer
or permit any Subsidiary to, use any portion of the Revolving Loan proceeds or
any Letter of Credit, directly or indirectly, (i) to purchase or carry Margin
Stock, (ii) to repay or otherwise refinance indebtedness of the Company or
others incurred to purchase or carry Margin Stock, (iii) to extend credit for
the purpose of purchasing or carrying any Margin Stock or (iv) to acquire any
security in any transaction that is subject to Section 13 or 14 of the Exchange
Act.

A.                Contingent Obligations. The Company shall not, and shall not
suffer or permit any Subsidiary to, create, incur, assume or suffer to exist any
Contingent Obligations except:


<PAGE>   107

1.                endorsements for collection or deposit in the ordinary course
of business;

1.                Hedging Agreements entered into in the ordinary course of
business as bona fide hedging transactions;

1.                Contingent Obligations of the Company and its Subsidiaries
existing as of the Closing Date and listed in Schedule 10.8;

1.                other Contingent Obligations so long as the aggregate amount
of such Contingent Obligations outstanding at any one time does not exceed
$3,000,000;

1.                Receivables Program Obligations; and

1.                guarantees of the Obligations, the Senior Subordinated Notes
and the Senior Unsecured Notes.

A.                Joint Ventures. The Company shall not, and shall not suffer or
permit any Subsidiary to enter into any Joint Venture, other than in the
ordinary course of business and other than as permitted by Section 10.4(g).

B.                Rental Obligations. The Company will not, and will not permit
any of its Subsidiaries to, enter into at any time any arrangement which does
not create a Capitalized Lease Liability and which involves the leasing by the
Company or any of its Subsidiaries from any lessor of any real or personal
property (or any interest therein), except arrangements which, together with all
other such arrangements which shall then be in effect, will not require the
payment of an aggregate amount of rentals by the Company and its Subsidiaries in
excess of (excluding escalations resulting from a rise in the consumer price or
similar index) $67,500,000 for any fiscal year; provided, however, that any
calculation made for purposes of this Section shall exclude any amounts required
to be expended for maintenance and repairs, insurance, taxes, assessments, and
other similar charges.

A.                Restricted Payments. On and at all times after the Closing
Date:

1.                the Company will not declare, pay or make any dividend or
distribution (in cash, property or obligations) on any shares of any class of
capital stock (now or hereafter outstanding) of the Company or on any warrants,
options or other rights with respect to any shares of any class of capital stock
(now or hereafter outstanding) of the Company (other than dividends or
distributions payable in its common stock or warrants to purchase its common
stock or splitups or reclassifications of its stock into additional or other
shares of its common stock) or apply, or permit any of its Subsidiaries to
apply, any of its funds, property or assets to the purchase, redemption, sinking
fund or other retirement of, or agree or permit any of its Subsidiaries to
purchase or redeem, any shares of any class of capital stock (now or hereafter
outstanding) of the Company, or


<PAGE>   108

warrants, options or other rights with respect to any shares of any class of
capital stock (now or hereafter outstanding) of the Company;

1.                the Company will not, and will not permit any of its
Subsidiaries to

a)                make any payment or prepayment of principal of, or make any
payment of interest on, any Subordinated Debt, the Senior Subordinated Notes,
the Senior Unsecured Notes or the Term Loan on any day other than the stated,
scheduled date for such payment or prepayment set forth in the documents and
instruments memorializing such Subordinated Debt, the Senior Subordinated Notes,
or the Senior Unsecured Notes, or which would violate the subordination
provisions of such Subordinated Debt or the Senior Subordinated Notes; or

a)                redeem, purchase or defease any Subordinated Debt, Senior
Unsecured Notes, the Senior Subordinated Notes or the Term Loan;

1.                except as otherwise permitted under this Section, the Company
will not make any payment to NEHC or Holberg, including without limitation, in
respect of Corporate Allocations and will not make any payment with respect to
annual management fees; and

1.                the Company will not, and will not permit any Subsidiary to,
make any deposit for any of the foregoing purposes;

provided, however, that, unless immediately before or after giving effect
thereto, any Revolving Loan Event of Default shall have occurred and be
continuing, the Company may declare, pay or make payments in respect of

a)                Corporate Allocations during any fiscal year of the Company in
an aggregate amount not to exceed $5,000,000 in any fiscal year;

a)                Payments with respect to the insurance arrangements permitted
pursuant to Section 10.6(b)(ii);

a)                Payments permitted pursuant to Section 10.6(e);

a)                Payments under the Tax Sharing Agreement; and

a)                commencing after January 11, 2003, payments of dividends in
amounts not greater than interest payable by NEHC on its $100,387,000 12 %
Senior Discount Notes so long as (A) the Company would be in pro forma
compliance with all covenants hereunder, as if such dividends were paid on the
last day of the last fiscal quarter ended before such proposed payment and (B)
the proceeds of the dividends shall be applied to such interest on such Senior
Discount Notes.


<PAGE>   109

A.                Minimum Interest Coverage. The Company will not permit the
Interest Coverage Ratio for any Computation Period to be less than the ratio set
forth below opposite the period in which such Computation Period ends:

<TABLE>
<CAPTION>
                                         Period                                               Ratio
                                         ------                                               -----
<S>                                                                                        <C>
              The Closing Date through the next to last day of the fourth fiscal           1.25 to 1.0
     quarter of 2000
              The last day of the fourth fiscal quarter of 2000 through the next           1.30 to 1.0
     to last day of the first fiscal quarter of 2001
              The last day of the first fiscal quarter of 2001 through the next to         1.35 to 1.0
     last day of the second fiscal quarter of 2001
              The last day of the second fiscal quarter of 2001 through the next           1.50 to 1.0
     to last day of the second fiscal quarter of 2002
              The last day of the second fiscal quarter of 2002 and thereafter             1.75 to 1.0
</TABLE>

A.                Maximum Leverage. The Company will not permit the Leverage
Ratio at any fiscal quarter end to exceed the following ratios during the
following periods:

<TABLE>
<CAPTION>
                                         Period                                               Ratio
                                         ------                                               -----
<S>                                                                                        <C>
              The last day of the fourth fiscal quarter of 1999 through the next           3.50 to 1.0
     to last day of the fourth fiscal quarter of 2000
              The last day of the fourth fiscal quarter of 2000 through the next           3.25 to 1.0
     to last day of the second fiscal quarter of 2001
              The last day of the second fiscal quarter of 2001 and thereafter             3.00 to 1.0
</TABLE>

A.                ERISA. The Company shall not, and shall not suffer or permit
any of its ERISA Affiliates to: (a) engage in a prohibited transaction or
violation of the fiduciary responsibility rules with respect to any Plan which
has resulted or could reasonably expected to result in liability of the Company
in an aggregate amount in excess of $5,000,000 or (b) engage in a transaction
that could be subject to Section 4069 or 4212(c) of ERISA.

A.                Modification of Certain Agreements. The Company will not
consent to any amendment, supplement or other modification of any of the terms
or provisions contained in, or applicable to, the Tax Sharing Agreement, this
Agreement in respect of any provisions applicable to the Term Loan or any
document or instrument evidencing or applicable to any Subordinated Debt, the
Senior Subordinated Notes or the Senior Unsecured Notes other than any
amendment, supplement or other modification which extends the date or reduces
the amount of any required repayment or redemption.

<PAGE>   110

A.                Negative Pledges, Restrictive Agreements, etc. The Company
will not, and will not permit any of its Subsidiaries to, enter into any
agreement (excluding this Agreement, any other Loan Document and any agreement
governing any Indebtedness permitted either by clause (c), clause (i) or clause
(m) or clause (n) of Section 10.5 as in effect on the Closing Date or by either
of clause (d) or clause (f) or clause (o) of Section 10.5 as to the assets
financed with the proceeds of such Indebtedness) prohibiting

1.                the creation or assumption of any Lien upon its properties,
revenues or assets (other than Receivables Program Assets), whether now owned or
hereafter acquired, or the ability of the Company or any Subsidiary to amend or
otherwise modify this Agreement or any other Loan Document; or

1.                the ability of any Subsidiary (other than a Receivables
Subsidiary) to make any payments, directly or indirectly, to the Company by way
of dividends, advances, repayments of loans or advances, reimbursements of
management and other intercompany charges, expenses and accruals or other
returns on investments, or any other agreement or arrangement which restricts
the ability of any Subsidiary (other than a Receivables Subsidiary) to make any
payment, directly or indirectly, to the Company.

A.                Maximum Capital Expenditures. The Company will not permit the
aggregate amount of all Capital Expenditures made by the Company and its
Subsidiaries to exceed $75,000,000 in the period from May 21, 1998, through
December 31, 1998, $50,000,000 in fiscal year 1999 and $40,000,000 in any fiscal
year thereafter; provided; that the amounts so permitted in any year shall be
reduced by expenses associated with the J.D. Edwards computer conversion added
to Adjusted EBITDA pursuant to clause (g) of the definition of "Adjusted
EBITDA"; provided, further that in addition to the foregoing Capital
Expenditures, the Company and its Subsidiaries may make Capital Expenditures
aggregating from the date hereof not in excess of $25,000,000 in connection with
real estate and warehouse construction projects (net of proceeds of sales of
such projects with respect to which all Capital Expenditures were made after May
21, 1998); and provided, further, that if the Company and its Subsidiaries do
not expend the full amount scheduled to be permitted in any period, the amount
not so expended may be carried over for expenditures in the next fiscal year but
not after such next fiscal year.

A.                Change in Business. The Company shall not, and shall not
suffer or permit any Subsidiary to, engage in any material line of business
substantially different from those lines of business carried on by the Company
and its Subsidiaries on the date hereof.

A.                Accounting Changes. The Company shall not, and shall not
suffer or permit any Subsidiary to, make any significant change in accounting
treatment or reporting practices, except as required by GAAP, or change the
fiscal year of the Company or of any Subsidiary.

<PAGE>   111

A.                Restructuring Costs. The Company shall not, and shall not
suffer or permit any Subsidiary to, incur Restructuring Costs in excess of the
following amounts in the following periods:

<TABLE>
<CAPTION>
          Period                                       Amount
          ------                                       ------
<S>                                                    <C>
          Fiscal year 1999                             $175,000,000
          Fiscal year 2000                             $ 25,000,000
          Fiscal Year 2001                             $ 10,000,000
          Each fiscal year thereafter                  $  5,000,000
</TABLE>

provided, however, that if the Company and its Subsidiaries do not incur the
full amount of restructuring costs scheduled to be permitted in any such
period, the amount not so incurred may be carried over for incurrence in the
next period but not after such next period.

A.                Receivables Facility. The Company and its Subsidiaries shall
not amend or modify, or permit the amendment or modification of, any provision
of a Receivables Document if, as a result of such amendment or modification:

1.                a Receivables Subsidiary would not be required to apply all
funds available to it (after giving effect to the allocation of funds to
reserves required under the terms of the Receivables Documents and to the
payment of interest, principal and other amounts owed under the Receivables
Documents) to pay the purchase price for Receivables (including any deferred
portion of the purchase price); or

1.                the degree of recourse to the Company or its Subsidiaries
under or in the respect of the Receivables Documents is increased in any
material respect.

         Notwithstanding anything to the contrary contained in this Section, any
changes to the Receivables Documents which relate to the Company's and/or any
other Receivables Seller's servicing or origination of Receivables Program
Assets shall be permitted.


                                   I. ARTICLE

                         COVENANTS RELATING TO TERM LOAN

         So long as the Term Loan shall remain outstanding:

A.                [INTENTIONALLY LEFT BLANK]

A.                Asset Sales. The Company shall not, and shall not permit any
of its Restricted Subsidiaries to, consummate an Asset Sale other than transfers
of Term Loan


<PAGE>   112

Receivables to a Term Loan Receivables Subsidiary in connection with a
Receivables Transaction unless:

(1)               the Company (or its Restricted Subsidiary, as the case may be)
receives consideration at the time of such Asset Sale at least equal to the fair
market value (evidenced by a resolution of the Board of Directors of the Company
set forth in an Officers' Certificate delivered to the Trustee) of the assets or
Equity Interests issued or sold or otherwise disposed of; and

(1)               at least 80% of the consideration therefor received by the
Company or its Restricted Subsidiary is in the form of cash. For purposes of
this provision each of the following shall be deemed to be cash:

(a)               any liabilities (as shown on the Company's or the Company's
Restricted Subsidiary's most recent balance sheet) of the Company or any
Restricted Subsidiary (other than contingent liabilities and liabilities that
are by their terms subordinated to the Term Loan or any guarantee thereof) that
are assumed by the transferee of any such assets pursuant to a customary
novation agreement that releases the Company or such Restricted Subsidiary from
further liability, and

(a)               any securities, notes or other obligations received by the
Company or such Restricted Subsidiary from such transferee that are converted by
the Company or such Restricted Subsidiary into cash within 180 days (to the
extent of the cash received).

         Within 360 days after the receipt of any Net Proceeds from an Asset
Sale, the Company may apply such Net Proceeds, at its option:

(a)               to permanently repay obligations in respect of the Revolving
Loans or to pay other first priority secured Debt (and, in either case, to
correspondingly permanently reduce commitments with respect thereto in the case
of revolving borrowings); or

(a)               to the acquisition of a controlling interest in another
business, the making of a capital expenditure or the acquisition of other
long-term assets, in each case, in a Permitted Business.

         Pending the final application of any such Net Proceeds, the Company may
temporarily reduce the obligations in respect of the Revolving Loans or
otherwise invest such Net Proceeds in any manner that is not prohibited by this
Agreement.

         Any Net Proceeds from Asset Sales that are not applied or invested as
provided in the first sentence of this paragraph will be deemed to constitute
"Excess Proceeds."

         When the aggregate amount of Excess Proceeds exceeds $15,000,000 the
Company shall make an offer to the Term Lender (an "Asset Sale Offer") to repay
the


<PAGE>   113

maximum Accreted Value of the Term Loan that may be funded with of the Excess
Proceeds at an offer price in cash in an amount equal to 100% of the Accreted
Value thereof plus accrued and unpaid interest and Liquidated Damages thereon,
if any, to the date of repayment. To the extent that the aggregate amount of the
Term Loan offered to be repaid pursuant to an Asset Sale Offer is less than the
Excess Proceeds, the Company may use any remaining Excess Proceeds for general
corporate purposes. Upon completion of such offer to repay, the amount of Excess
Proceeds shall be reset at zero.

A.                Impairment of Liens. The Company shall not, and the Company
shall not permit any Restricted Subsidiary to, take or knowingly or negligently
omit to take, any action which action or omission might or would have the result
of materially impairing the Term Loan Liens granted by the Term Lender with
respect to this Agreement, the other Loan Documents, and the Collateral for the
benefit of the Term Lender Notes Trustee and the holders of the Term Lender
Notes and the Term Loan Liens granted by the Company with respect to the
Collateral for the benefit of the Term Lender. Except as permitted by this
Agreement and the Loan Documents, the Company shall not, and shall not permit
any Restricted Subsidiary to, grant to any Person other than the Administrative
Agent, for the benefit of the Administrative Agent and the Lenders, any interest
whatsoever in any of the Collateral.

A.                Restricted Payments. From and after the date hereof the
Company shall not, and shall not permit any of its Restricted Subsidiaries to,
directly or indirectly:

(1)               declare or pay any dividend or make any other payment or
distribution on account of its or any of its Restricted Subsidiaries' Equity
Interests (including, without limitation, any payment in connection with any
merger or consolidation involving the Company) or to the direct or indirect
holders of the Company or any of its Restricted Subsidiaries' Equity Interests
in their capacity as such (other than dividends or distributions payable in the
Company's Equity Interests (other than Disqualified Stock));

(1)               purchase, redeem or otherwise acquire or retire for value
(including without limitation, in connection with any merger or consolidation
involving the Company) any of its Equity Interests or those of any direct or
indirect parent of the Company;

(1)               make any payment on or with respect to, or purchase, redeem,
defease or otherwise acquire or retire for value any Debt that is equal with or
subordinated to the Term Loan (other than the Term Loan), except scheduled
payments of interest or principal at Stated Maturity of such Debt; or

(1)               make any Restricted Investment (all such payments and other
actions set forth in clauses (1) through (4) above being collectively referred
to as "Restricted Payments"), unless, at the time of and after giving effect to
such Restricted Payment:


<PAGE>   114

(a)               no Term Loan Default or Term Loan Event of Default shall have
occurred and be continuing or would occur as a consequence thereof; and

(a)               the Company would, at the time of such Restricted Payment and
after giving pro forma effect thereto as if such Restricted Payment had been
made at the beginning of the applicable four-quarter period, have been permitted
to incur at least $1.00 of additional Debt pursuant to the Fixed Charge Coverage
Ratio test set forth in the first paragraph of Section 11.5; and

(a)               such Restricted Payment, together with the aggregate amount of
all other Restricted Payments made by the Company and its Term Loan Subsidiaries
after the date hereof (excluding Restricted Payments permitted by clause (2) of
the next succeeding paragraph), is less than the sum of

                           (1) 50% of the Company's Term Loan Consolidated Net
                  Income for the period (taken as one accounting period) from
                  the beginning of the first fiscal quarter commencing after the
                  date hereof to the end of the Company's most recently ended
                  fiscal quarter for which internal financial statements are
                  available at the time of such Restricted Payment (or, if such
                  Term Loan Consolidated Net Income for such period is a
                  deficit, less 100% of such deficit): plus

                           (2) 100% of the aggregate net cash proceeds received
                  by the Company from the issue or sale since the date hereof of
                  Equity Interests (other than our Disqualified Stock) or of
                  Disqualified Stock or debt securities that have been converted
                  into such Equity Interests (other than Equity Interests (or
                  Disqualified Stock or convertible debt securities) sold to a
                  Term Loan Subsidiary of the Company and other than
                  Disqualified Stock or convertible debt securities that have
                  been converted into Disqualified Stock), plus

                           (3) to the extent that any Restricted Investment that
                  was made after the date hereof is sold for cash or otherwise
                  liquidated or repaid for cash, the lesser of (a) the cash
                  return of capital with respect to such Restricted Investment
                  (less the cost of disposition, if any) and (b) the initial
                  amount of such Restricted Investment, plus

                           (4) if any Unrestricted Subsidiary (a) is
                  redesignated as a Restricted Subsidiary, the fair market value
                  of such redesignated Subsidiary (as determined in good faith
                  by the Board of Directors of the Company) as of the date of
                  its redesignation or (b) pays any cash dividends or cash
                  distributions to the Company or any of its



<PAGE>   115

                  Restricted Subsidiaries, 50% of any such cash dividends or
                  cash distributions made after the date of the Indenture.

         The foregoing provisions shall not prohibit:

(a)               the payment of any dividend within 60 days after the date of
declaration thereof, if at said date of declaration such payment would have
complied with the provisions this Section;

(a)               the redemption, repurchase, retirement, defeasance or other
acquisition of any equal or subordinated Debt or Equity Interests of the Company
in exchange for, or out of the net cash proceeds of the substantially concurrent
sale or issuance (other than to a Restricted Subsidiary of the Company) of,
other Equity Interests of the Company (other than any Disqualified Stock);
provided that the amount of any such net cash proceeds that are utilized for any
such redemption, repurchase, retirement, defeasance or other acquisition shall
be excluded from clause (c)(2) of the preceding paragraph;

(a)               the defeasance, redemption, repurchase or other acquisition of
equal or subordinated Debt with the net cash proceeds from an incurrence of
Permitted Refinancing Debt;

(a)               the payment of any dividend by a Restricted Subsidiary of the
Company to the holders of its Equity Interests on a pro rata basis;

(a)               the declaration or payment of dividends to NEHC for expenses
incurred by NEHC or Holberg in its capacity as a holding company that are
attributable to the Company's operations and those of its Restricted
Subsidiaries, including, without limitation:

                  (a) customary salary, bonus and other benefits payable to
         officers and employees of NEHC or Holberg,

                  (b) fees and expenses paid to members of the Board of
         Directors of NEHC or Holberg,

                  (c) general corporate overhead expenses of NEHC or Holberg,

                  (d) foreign, federal, state or local tax liabilities paid by
         NEHC or Holberg,

                  (e) management, consulting or advisory fees paid to Holberg
         not to exceed $4,000,000 in any fiscal year, and


<PAGE>   116

                  (f) the repurchase, redemption or other acquisition or
         retirement for value of any Equity Interests of NEHC or Holberg held by
         any member of NEHC's or the Company's (or any of the Company's
         Restricted Subsidiaries') management pursuant to any management equity
         subscription agreement or stock option agreement in effect as of the
         date of the Indenture; provided, however, the aggregate amount paid
         pursuant to the foregoing clauses (a) through (f) does not exceed
         $7,000,000 in any fiscal year;

(a)               Investments in any Person (other than in the Company or a Term
Loan Wholly-Owned Subsidiary of the Company that is a Restricted Subsidiary)
engaged in a Permitted Business in an amount not to exceed $5,000,000;

(a)               other Investments in Unrestricted Subsidiaries having an
aggregate fair market value, taken together with all other Investments made
pursuant to this clause (7) that are at that time outstanding, not to exceed
$2,000,000;

(a)               Permitted Investments;

(a)               payments to NEHC or Holberg pursuant to any tax sharing
agreement among Holberg and other members of the affiliated corporations of
which Holberg is the common parent;

(a)               optional and mandatory prepayments of any obligations relating
to the Revolving Loans or other senior secured Debt allowed to be incurred
pursuant to Section 11.5; or

(a)               other Restricted Payments in an aggregate amount not to exceed
$10,000,000.

         The Board of Directors of the Company may designate any Restricted
Subsidiary to be an Unrestricted Subsidiary if such designation would not cause
a Term Loan Default; provided that in no event shall the business currently
operated by any Restricted Subsidiary be transferred to or held by an
Unrestricted Subsidiary. For purposes of making such determination, all
outstanding Investments by the Company and its Restricted Subsidiaries (except
to the extent repaid in cash) in the Term Loan Subsidiary so designated shall be
deemed to be Restricted Payments at the time of such designation and shall
reduce the amount available for Restricted Payments under the first paragraph of
this covenant. All such outstanding Investments shall be deemed to constitute
Investments in an amount equal to the fair market value of such Investments at
the time of such designation (as determined in good faith by the Board of
Directors of the Company). Such designation shall only be permitted if such
Restricted Payment would be permitted at such time and if such Restricted
Subsidiary otherwise meets the definition of an Unrestricted Subsidiary.


<PAGE>   117

         The amount of all Restricted Payments (other than cash) shall be the
fair market value on the date of the Restricted Payment of the asset(s) or
securities proposed to be transferred or issued by the Company or its Term Loan
Subsidiary, as the case may be, pursuant to the Restricted Payment. The fair
market value of any non-cash Restricted Payment shall be determined in good
faith by the Board of Directors of the Company whose resolution with respect
thereto shall be delivered to the Term Lender Notes Trustee; such determination
shall be based upon an opinion or appraisal issued by an accounting, appraisal
or investment banking firm of national standing if such fair market value
exceeds $10,000,000. Not later than the date of making any Restricted Payment,
the Company shall deliver to the Term Lender an Officers' Certificate stating
that such Restricted Payment is permitted and setting forth the basis upon
which the calculations required by this Section were computed, together with a
copy of any fairness opinion or appraisal required under this Section.

A.                Incurrence of Debt and Issuance of Preferred Stock. The
Company shall not, and shall not permit any of its Term Loan Subsidiaries to,
directly or indirectly, create, incur, issue, assume, guarantee or otherwise
become directly or indirectly liable, contingently or otherwise, with respect to
(collectively, "incur") any Debt (including Acquired Debt) and the Company shall
not issue any Disqualified Stock and shall not permit any of its Term Loan
Subsidiaries to issue any shares of preferred stock; provided, however, that the
Company may incur Debt (including Acquired Debt) or issue shares of Disqualified
Stock if the Fixed Charge Coverage Ratio for its most recently ended four full
fiscal quarters for which internal financial statements are available
immediately preceding the date on which such additional Debt is incurred or such
Disqualified Stock is issued would have been at least 2.0 to 1.0, determined on
a pro forma basis (including a pro forma application of the net proceeds
therefrom), as if the additional Debt had been incurred, or the Disqualified
Stock had been issued, as the case may be, at the beginning of such four-quarter
period.

         The provisions of the first paragraph of this covenant shall not apply
to the incurrence of any of the following items of Debt (collectively,
"Permitted Debt"):

(1)               the incurrence by the Company and its Restricted Subsidiaries
of Debt represented by the Senior Subordinated Notes, Senior Notes and the
guarantees thereof, respectively;

(1)               the incurrence by the Company and any of its Restricted
Subsidiaries of Debt and letters of credit under Credit Facilities (excluding
Debt permitted by clause (4) below) in an aggregate principal amount at any one
time outstanding under this clause (2) (with letters of credit being deemed to
have a principal amount equal to the maximum potential liability of the Company
and its Restricted Subsidiaries thereunder) not to exceed $225,000,000 plus the
Term Loan Borrowing Base;

(1)               the incurrence by the Company and its Restricted Subsidiaries
of the Existing Debt;

<PAGE>   118

(1)               the incurrence by the Company and the Restricted Subsidiaries
of Debt represented by the Term Loan;

(1)               the incurrence by the Company or any of its Restricted
Subsidiaries of Debt represented by Term Loan Capital Lease Obligations,
mortgage financings or purchase money obligations, in each case incurred for the
purpose of financing all or any part of the purchase price or cost of
construction or improvement of property, plant or equipment used in our business
or such Restricted Subsidiary (whether through the direct purchase of assets or
the Capital Stock of any Person owning such assets), in an aggregate principal
amount not to exceed $125,000,000;

(1)               the incurrence by the Company or any of its Restricted
Subsidiaries of Debt in connection with the acquisition of assets or a new
Restricted Subsidiary; provided that such Debt was incurred by the prior owner
of such assets or such Restricted Subsidiary prior to such acquisition by the
Company or one of its Term Loan Subsidiaries and was not incurred in connection
with, or in contemplation of, such acquisition by the Company or one of its Term
Loan Subsidiaries; provided further that the principal amount (or accreted
value, as applicable) of such Debt, together with any other outstanding Debt
incurred pursuant to this clause (6), does not exceed $5,000,000;

(1)               the incurrence by the Company or any of its Restricted
Subsidiaries of Permitted Refinancing Debt in exchange for, or the net proceeds
of which are used to refund, refinance or replace Debt that was permitted to be
incurred under the first paragraph of this covenant or clauses (1), (3), (4),
(5), (6), (7), or (17) hereof;

(1)               the incurrence by the Company or any of its Restricted
Subsidiaries of intercompany Debt between or among the Company and any of its
Term Loan Wholly-Owned Subsidiaries that are Restricted Subsidiaries; provided,
however, that:

(a)               if the Company is the obligor on such Debt and the payee is
not a Subsidiary Guarantor, such Debt is expressly subordinated to the prior
payment in full in cash of the Term Loan; and

(a)               (1) any subsequent issuance or transfer of Equity Interests
that results in any such Debt being held by a Person other than the Company or
its Term Loan Wholly-Owned Subsidiary that is a Restricted Subsidiary and (2)
any sale or other transfer of any such Debt to a Person that is not either the
Company or a Term Loan Wholly-Owned Subsidiary that is a Restricted Subsidiary
of the Company shall be deemed, in each case, to constitute an incurrence of
such Debt by the Company or the Company's Restricted Subsidiary, as the case may
be;

(1)               the incurrence by the Company or any of its Restricted
Subsidiaries of Hedging Obligations that are incurred for the purpose of fixing
or hedging currency risk

<PAGE>   119

or interest rate risk with respect to any floating rate Debt that is permitted
by the terms of this Agreement to be outstanding;

(1)               the guarantee by the Company or any of its Restricted
Subsidiaries of the Company's Debt or Debt of a Restricted Subsidiary of the
Company that was permitted to be incurred by another provision of this covenant;

(1)               the incurrence by the Company's Unrestricted Subsidiaries of
Non-Recourse Debt, provided, however, that if any such Debt ceases to be
Non-Recourse Debt of an Unrestricted Subsidiary, such event shall be deemed to
constitute an incurrence of Debt by a Restricted Subsidiary of the Company;

(1)               Asset Sales in the form of Receivables Transactions;

(1)               Debt incurred by the Company or any of its Restricted
Subsidiaries constituting reimbursement obligations with respect to letters of
credit issued in the ordinary course of business, including without limitation
to letters of credit in respect to workers' compensation claims or
self-insurance, or other Debt with respect to reimbursement type obligations
regarding workers' compensation claims; provided, however, that upon the drawing
of such letters of credit or the incurrence of such Debt, such obligations are
reimbursed within 30 days following such drawing or incurrence;

(1)               Debt arising from the Company's agreements or those of a
Restricted Subsidiary of the Company providing for indemnification, adjustment
of purchase price or similar obligations, in each case, incurred or assumed in
connection with the disposition of any business, asset or Term Loan Subsidiary,
other than guarantees of Debt incurred by any Person acquiring all or any
portion of such business, assets or Term Loan Subsidiary for the purpose of
financing such acquisition; provided that the maximum aggregate liability of all
such Debt shall at no time exceed 50% of the gross proceeds actually received by
the Company or its Restricted Subsidiary in connection with such disposition;

(1)               obligations in respect of performance and surety bonds and
completion guarantees provided by the Company or any of its Restricted
Subsidiaries in the ordinary course of business;

(1)               guarantees incurred in the ordinary course of business in an
aggregate principal amount not to exceed $5,000,000 at any time outstanding; and

(1)               the incurrence by the Company or any of its Restricted
Subsidiaries of additional Debt, including Attributable Debt incurred after the
date hereof, in an aggregate principal amount (or accreted value, as applicable)
at any time outstanding, including all Permitted Refinancing Debt incurred to
refund, refinance or replace any other Debt incurred pursuant to this clause
(17), not to exceed $25,000,000.


<PAGE>   120

         For purposes of determining compliance with this covenant, in the event
that an item of Debt meets the criteria of more than one of the categories of
Permitted Debt described in clauses (1) through (17) above or is entitled to be
incurred pursuant to the first paragraph of this covenant, the Company shall, in
its sole discretion, classify such item of Debt in any manner that complies with
this covenant and such item of Debt will be treated as having been incurred
pursuant to only one of such clauses or pursuant to the first paragraph hereof.

         Accrual of interest and the accretion of accreted value will not be
deemed to be an incurrence of Debt for purposes of this covenant.

A.                Liens. The Company shall not, and shall not permit any of its
Restricted Subsidiaries to, create, incur, assume or otherwise cause or suffer
to exist or become effective any Term Loan Lien (other than Term Loan Permitted
Liens) upon any of its property or assets, now owned or hereafter acquired.

A.                Dividend and Other Payment Restrictions Affecting Restricted
Subsidiaries. The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to
exist or become effective any encumbrance or restriction on the ability of its
Restricted Subsidiary to:

(a)               pay dividends or make any other distributions to the Company
or any of the Company's Restricted Subsidiaries on its Capital Stock or with
respect to any other interest or participation in, or measured by, its profits,
or

(a)               pay any indebtedness owed to the Company or any of its
Restricted Subsidiaries;

(1)               make loans or advances to the Company or any of its Restricted
Subsidiaries; or

(1)               transfer any of its properties or assets to the Company or any
of its Restricted Subsidiaries, except for such encumbrances or restrictions
existing under or by reason of

(a)               Existing Debt as in effect on the date hereof,

(a)               this Agreement as in effect as of the date thereof, and any
amendments, modifications, restatements, renewals, increases, supplements,
refundings, replacements or refinancings thereof, provided that such amendments,
modifications, restatements, renewals, increases, supplements, refundings,
replacement or refinancings are no more restrictive in the aggregate (as
determined by the Administrative Agent in good faith) with respect to such
dividend and other payment restrictions than those contained in this Agreement
as in effect on the date thereof,


<PAGE>   121

(a)               any applicable law, rule, regulation or order,

(a)               any instrument governing Debt or Capital Stock of a Person
acquired by the Company or any of its Restricted Subsidiaries as in effect at
the time of such acquisition (except to the extent such Debt was incurred in
connection with or in contemplation of such acquisition), which encumbrance or
restriction is not applicable to any Person, or the properties or assets of any
Person, other than the Person, or the property or assets of the Person, so
acquired, provided that, in the case of Debt, such Debt was permitted by the
terms of the Term Loan portion of this Agreement to be incurred,

(a)               by reason of customary non-assignment provisions in leases
entered into in the ordinary course of business and consistent with past
practices,

(a)               purchase money obligations for property acquired in the
ordinary course of business that impose restrictions of the nature described in
clause (3) above on the property so acquired,

(a)               Permitted Refinancing Debt, provided that the material
restrictions contained in the agreements governing such Permitted Refinancing
Debt are no more restrictive than those contained in the agreements governing
the Debt being refinanced,

(a)               contracts for the sale of assets, including without limitation
customary restrictions with respect to a Term Loan Subsidiary pursuant to an
agreement that has been entered into for the sale or disposition of all or
substantially all of the Capital Stock or assets of such Term Loan Subsidiary,
and

(a)               restrictions on cash or other deposits or net worth imposed by
customers under contracts entered into in the ordinary course of business.

A.                Merger, Consolidation, or Sale of Assets. The Company shall
not consolidate or merge with or into (whether or not the Company is the
surviving corporation), or sell, assign, transfer, convey or otherwise dispose
of all or substantially all of its properties or assets in one or more related
transactions, to another corporation, Person or entity unless

(1)               the Company is the surviving corporation or the entity or the
Person formed by or surviving any such consolidation or merger (if other than
the Company) or to which such sale, assignment, transfer, conveyance or other
disposition shall have been made is a corporation organized or existing under
the laws of the United States, any state thereof or the District of Columbia;

(1)               the entity or Person formed by or surviving any such
consolidation or merger (if other than the Company) or the entity or Person to
which such sale,


<PAGE>   122

assignment, transfer, conveyance or other disposition shall have been made
assumes all of the Company's obligations under this Agreement in a form
acceptable to the Term Lender;

(1)               immediately after such transaction no Term Loan Default or
Term Loan Event of Default exists; and

(1)               except in the case of a merger of the Company with or into a
Term Loan Wholly-Owned Subsidiary that is a Restricted Subsidiary of the
Company, the Company or the entity or Person formed by or surviving any such
consolidation or merger (if other than the Company), or to which such sale,
assignment, transfer, conveyance or other disposition shall have been made will,
at the time of such transaction and after giving pro forma effect thereto as if
such transaction had occurred at the beginning of the applicable four-quarter
period, be permitted to incur at least $1.00 of additional Debt pursuant to the
Fixed Charge Coverage Ratio test set forth in the first paragraph of Section
11.5. The Company shall not, directly or indirectly, lease all or substantially
all of its properties or assets, in one or more related transactions, to any
person.

A.                Transactions with Affiliates. The Company shall not, and shall
not permit any of its Restricted Subsidiaries to, make any payment to, or sell,
lease, transfer or otherwise dispose of any of its properties or assets to, or
purchase any property or assets from, or enter into or make or amend any
transaction, contract, agreement, understanding, loan, advance or guarantee
with, or for the benefit of, any Term Loan Affiliate (each of the foregoing, an
"Affiliate Transaction") involving consideration in excess of $3,000,000 unless

(1)               such Affiliate Transaction is on terms that are no less
favorable to the Company or the relevant Restricted Subsidiary than those that
would have been obtained in a comparable transaction by the Company or such
Restricted Subsidiary with an unrelated Person and

(1)               the Company delivers to the Term Lender

(a)               with respect to any Affiliate Transaction or series of related
Affiliate Transactions involving aggregate consideration in excess of
$7,500,000, a resolution of the Board of Directors of the Company set forth in
an Officers' Certificate certifying that such Affiliate Transaction complies
with clause (1) above and that such Affiliate Transaction has been approved by a
majority of the disinterested members of the Board of Directors of the Company
and

(a)               with respect to any Affiliate Transaction or series of related
Affiliate Transactions involving either aggregate consideration in excess of
$15,000,000 or an aggregate consideration in excess of $10,000,000 where there
are no disinterested members of the Board of Directors, an opinion as to the
fairness to the Company or such Restricted Subsidiary of such Affiliate
Transaction from a financial point of view issued by an accounting, appraisal or
investment banking firm of national standing.


<PAGE>   123

         The following items shall not be deemed to be Affiliate Transactions
and, therefore, shall not be subject to the provisions of the prior paragraph:

(a)               any employment agreement entered into by the Company or any of
its Restricted Subsidiaries in the ordinary course of business and consistent
with the Company's or the Company's Restricted Subsidiaries' past practice,

(a)               transactions between or among the Company and/or the Company's
Restricted Subsidiaries,

(a)               Permitted Investments and Restricted Payments that are
permitted by Section 11.4,

(a)               customary loans, advances, fees and compensation paid to, and
indemnity provided on behalf of, officers, directors, employees or consultants
of the Company or any of its Restricted Subsidiaries,

(a)               annual management fees paid to Holberg not to exceed
$5,000,000 in any one year,

(b)               transactions pursuant to any contract or agreement in effect
on the date hereof as the same may be amended, modified or replaced from time to
time so long as any such amendment, modification or replacement is no less
favorable to the Company and its Restricted Subsidiaries than the contract or
agreement as in effect on the date hereof or is approved by a majority of the
disinterested directors of the Company,

(a)               transactions between the Company or its Restricted
Subsidiaries on the one hand, and Holberg on the other hand, involving the
provision of financial or advisory services by Holberg; provided that fees
payable to Holberg do not exceed the usual and customary fees for similar
services,

(a)               transactions between the Company or its Restricted
Subsidiaries on the one hand, and DLJ (including for the purposes of this
section, its Affiliates) on the other hand, involving the provision of
financial, advisory, placement or underwriting services by DLJ; provided that
fees payable to DLJ do not exceed the usual and customary fees of DLJ for
similar services,

(a)               the insurance arrangements between NEHC and its Term Loan
Subsidiaries and an Affiliate of Holberg that are not less favorable to the
Company or any of its Term Loan Subsidiaries than those that are in effect on
the date hereof provided such arrangements are conducted in the ordinary course
of business consistent with past practices, and


<PAGE>   124

(a)               payments under any tax sharing agreement in effect among
Holberg and other members of the affiliated group of corporations of which it is
the common parent.

A.                Sale and Leaseback Transactions. The Company shall not, and
shall not permit any of its Restricted Subsidiaries to, enter into any sale and
leaseback transaction; provided that the Company may enter into a sale and
leaseback transaction if

(1)               the Company could have

(a)               incurred Debt in an amount equal to the Attributable Debt
relating to such sale and leaseback transaction pursuant to Section 11.5, and

(a)               incurred a Term Loan Lien to secure such Debt pursuant to
Section 11.6,

(1)               the gross cash proceeds of such sale and leaseback transaction
are at least equal to the fair market value (as determined in good faith by the
Board of Directors of the Company and set forth in an Officers' Certificate
delivered to the Term Lender Notes Trustee) of the property that is the subject
of such sale and leaseback transaction and

(1)               the transfer of assets in such sale and leaseback transaction
is permitted by, and the Company applies the proceeds of such transaction in
compliance with Section 11.2.

A.                Limitation on Issuances and Sales of Capital Stock of
Wholly-Owned Restricted Subsidiaries. The Company

(1)               shall not, and shall not permit any of its Term Loan
Wholly-Owned Subsidiaries that is a Restricted Subsidiary to, transfer, convey,
sell, lease or otherwise dispose of any Capital Stock of any Term Loan
Wholly-Owned Subsidiary to any Person (other than the Company or a Term Loan
Wholly-Owned Subsidiary that is a Restricted Subsidiary), unless

(a)               such transfer, conveyance, sale, lease or other disposition is
of all the Capital Stock of such Term Loan Wholly-Owned Subsidiaries that is a
Restricted Subsidiary, and

(a)               the cash Net Proceeds from such transfer, conveyance, sale,
lease or other disposition are applied in accordance with Section 11.2, and

(1)               shall not permit any Term Loan Wholly-Owned Subsidiary that is
a Restricted Subsidiary to issue any of its Equity Interests (other than, if
necessary, shares of


<PAGE>   125

our Capital Stock constituting directors' qualifying shares) to any Person other
than to the Company or a Term Loan Wholly-Owned Subsidiary that is a Restricted
Subsidiary.

A.                Limitations on Issuances of Guarantees of Debt. The Company
will not permit any of its Restricted Subsidiaries, directly or indirectly, to
Guarantee or pledge (other than pledges of assets permitted under Section 11.6)
any assets to secure the payment of any other Debt unless either such Restricted
Subsidiary simultaneously executes and delivers an agreement supplemental to
this Agreement providing for the Guarantee of the payment of the Term Loan by
such Restricted Subsidiary, which Guarantee shall be senior to or pari passu
with such Restricted Subsidiary's Guarantee of or pledge to secure such other
Debt.

         Notwithstanding the foregoing, any such Guarantee by a Restricted
Subsidiary of the Term Loan shall provide by its terms that it shall be
automatically and unconditionally released and discharged upon any sale,
exchange or transfer, to any Person not a Term Loan Affiliate of the Company's,
of all of the Company's stock in, or all or substantially all the assets of,
such Restricted Subsidiary, which sale, exchange or transfer is made in
compliance with the applicable provisions of the Term Loan portion of this
Agreement. The form of such Guarantee will be attached as an exhibit to this
Agreement.

A.                Business Activities. The Company shall not, and shall not
permit any Restricted Subsidiary to, engage in any business other than a
Permitted Business, except to such extent as would not be material to the
Company and its Restricted Subsidiaries taken as a whole.

B.                Additional Guarantees.

(1)               If the Company or any of its Restricted Subsidiaries shall,
after the date hereof transfer or cause to be transferred, including by way of
any Investment, in one or a series of transactions (whether or not related), any
assets, businesses, divisions, real property or equipment having an aggregate
fair market value (as determined in good faith by the Board of Directors of the
Company) in excess of $1,000,000 to any Restricted Subsidiary that is not a
Foreign Subsidiary,

(1)               if the Company or any of its Restricted Subsidiaries shall
acquire another Restricted Subsidiary other than a Foreign Subsidiary having
total assets with a fair market value (as determined in good faith by the Board
of Directors of the Company) in excess of $1,000,000, or

(1)               if any Restricted Subsidiary other than a Foreign Subsidiary
shall incur Acquired Debt in excess of $1,000,000, then, in each case, the
Company shall, at the time of such transfer, acquisition or incurrence,

(a)               cause such transferee, acquired Restricted Subsidiary or
Restricted Subsidiary incurring Acquired Debt (if not then a Subsidiary
Guarantor) to execute a


<PAGE>   126

Guarantee of the Company's obligations relating to the Term Loan in the form set
forth herein,

(a)               deliver to the Administrative Agent an Opinion of Counsel, in
form reasonably satisfactory to the Administrative Agent, that such Guarantee is
a valid, binding and enforceable obligation of such transferee, acquired
Restricted Subsidiary or Restricted Subsidiary incurring Acquired Debt, subject
to customary exceptions for bankruptcy, fraudulent conveyance and equitable
principles. Notwithstanding the foregoing, the Company or any of its Restricted
Subsidiaries may make a Restricted Investment in any Term Loan Wholly-Owned
Subsidiaries that is a Restricted Subsidiary without compliance with this
covenant provided that such restricted investment is permitted by Section 11.4.

A.                Reports. So long as the Term Loan is outstanding, the Company
shall furnish to the Term Lender within the time periods specified in the SEC's
rules and regulations:

(1)               all quarterly and annual financial information that would be
required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the
Company was required to file such Forms, including a "Management's Discussion
and Analysis of Financial Condition and Results of Operations" and, with respect
to the annual information only, a report thereon by the Company's certified
independent accountants; and

(1)               all current reports that would be required to be filed with
the Commission on Form 8-K if the Company was required to file such reports.

         In addition, the Company shall, for so long as the Term Loan remains
outstanding, furnish to the Term Lender, upon its request, the information
required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

A.                Mortgage Amendments. On the Closing Date, the Company is
delivering to the Term Lender the Mortgage Amendments. The Company shall upon
demand pay all recording charges, recording taxes, fees, and title insurance
premiums and charges necessary or appropriate and incurred by the Term Lender or
their counsel to record the Mortgage Amendments and obtain fully paid title
insurance, in favor of the Administrative Agent, insuring the Mortgage
Amendments as modifications to the Mortgages previously recorded and showing no
exceptions to title other than Permitted Liens. Such title insurance shall be
issued by a title insurance company satisfactory to Administrative Agent, shall
be on terms satisfactory to Administrative Agent, and shall provide coverage
insuring each Mortgage (as amended by the relevant Mortgage Amendment) in an
amount equal to twice the amount of such coverage immediately prior to the
Closing Date. The Company shall sign any affidavits, tax returns, and other
forms that may be reasonably requested of it in connection with the recordation
of the Mortgage Amendments. If any Liens exist that are not Permitted Liens,
then the Company shall promptly remove such Liens. Upon request by the Term
Lender or the Administrative Agent, the Company shall promptly amend,
re-execute, modify, supplement, or otherwise make changes to the Mortgage
Amendments (including any descriptive information and


<PAGE>   127

acknowledgments) as necessary to assure that they can be validly recorded or as
otherwise required by any title insurance company. The parties shall reasonably
cooperate to minimize any recording taxes payable on the recording of the
Mortgage Amendments, but all such arrangements shall be subject to approval by
counsel to the Term Lender.


                                   I. ARTICLE

                        REVOLVING LOAN EVENTS OF DEFAULT

A.                Revolving Loan Event of Default. Any of the following shall
constitute a "Revolving Loan Event of Default":

1.                Non-Payment. The Company fails to pay, (i) when and as
required to be paid herein, any amount of principal of any Revolving Loan or of
any L/C Obligation or (ii) within 5 days after the same becomes due, any
interest, fee or any other amount payable hereunder or under any other Loan
Document; or

1.                Representation or Warranty. Any representation or warranty by
the Company, NEHC, or any Subsidiary made or deemed made herein (other than the
representations and warranties made in Article VIII), in any other Loan
Document, or which is contained in any certificate, document or financial or
other statement by the Company, NEHC, any Subsidiary or any Responsible Officer,
furnished at any time under this Agreement (other than certificates, documents
or financial or other statements furnished solely to the Term Lender or to the
Administrative Agent and the Term Lender), or in or under any other Loan
Document, is incorrect in any material respect on or as of the date made or
deemed made; or

1.                Specific Defaults. The Company fails to perform or observe any
term, covenant or agreement contained in any of Section 9.1, 9.2, 9.3 or 9.9 or
in Article X; or

1.                Other Defaults. The Company, any Subsidiary party thereto or
NEHC fails to perform or observe any other term or covenant contained in this
Agreement (other than those in Article XI) or any other Loan Document, and such
default shall continue unremedied for a period of 20 days after the date upon
which written notice thereof is given to the Company by the Administrative Agent
or any Revolving Lender; or

1.                Cross-Default. NEHC, the Company or any Subsidiary (other than
a Receivables Subsidiary) (i) fails to make any payment (including any mandatory
prepayment or redemption) in respect of any Indebtedness (including Indebtedness
under the Term Loan) or Contingent Obligation having an aggregate principal
amount (including undrawn committed or available amounts and including amounts
owing to all creditors under any combined or syndicated credit arrangement) of
more than $5,000,000 when due (whether by scheduled maturity, required
prepayment, acceleration, demand, or otherwise)


<PAGE>   128

and such failure continues after the applicable grace or notice period, if any,
specified in the relevant document on the date of such failure; or (ii) fails to
perform or observe any other condition or covenant, or any other event shall
occur or condition exist, under any agreement or instrument relating to any such
Indebtedness (including Indebtedness under the Term Loan) or Contingent
Obligation, and such failure continues after the applicable grace or notice
period, if any, specified in the relevant document on the date of such failure
if the effect of such failure, event or condition is to cause, or to permit the
holder or holders of such Indebtedness or beneficiary or beneficiaries of such
Indebtedness (or a trustee or agent on behalf of such holder or holders or
beneficiary or beneficiaries) to cause such Indebtedness to be declared to be
due and payable prior to its stated maturity, or such Contingent Obligation to
become payable or cash collateral in respect thereof to be demanded or; or

1.                Insolvency; Voluntary Proceedings. The Company, NEHC or any
Subsidiary other than a Receivables Subsidiary (i) ceases or fails to be
solvent, or generally fails to pay, or admits in writing its inability to pay,
its debts as they become due, subject to applicable grace periods, if any,
whether at stated maturity or otherwise; (ii) voluntarily ceases to conduct its
business in the ordinary course; (iii) commences any Insolvency Proceeding with
respect to itself; or (iv) takes any action to effectuate or authorize any of
the foregoing; or

1.                Involuntary Proceedings. (i) Any involuntary Insolvency
Proceeding is commenced or filed against the Company, NEHC or any Subsidiary
other than a Receivables Subsidiary, or any writ, judgment, warrant of
attachment, execution or similar process, is issued or levied against a
substantial part of the Company's, NEHC's or any Subsidiary's properties, and
any such proceeding or petition shall not be dismissed, or such writ, judgment,
warrant of attachment, execution or similar process shall not be released,
vacated or fully bonded within 60 days after commencement, filing or levy; (ii)
the Company, NEHC or any Subsidiary other than a Receivables Subsidiary admits
the material allegations of a petition against it in any Insolvency Proceeding,
or an order for relief (or similar order under non-U.S. law) is ordered in any
Insolvency Proceeding; or (iii) the Company, NEHC or any Subsidiary other than a
Receivables Subsidiary acquiesces in the appointment of a receiver, trustee,
custodian, conservator, liquidator, mortgagee in possession (or agent therefor),
or other similar Person for itself or a substantial portion of its property or
business; or

1.                ERISA. (i) An ERISA Event shall occur with respect to a
Pension Plan or Multiemployer Plan which has resulted or could reasonably be
expected to result in liability of the Company under Title IV of ERISA to the
Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount in excess of
$5,000,000 unless the ERISA Event is a contribution failure sufficient to give
rise to a Lien under Section 302(f) of ERISA in which case the dollar liability
threshold does not apply; the aggregate amount of Unfunded Pension Liability
among all Pension Plans at any time exceeds $5,000,000; or (iii) the Company or
any ERISA Affiliate shall fail to pay when due, after the expiration of any
applicable grace period, any installment payment with respect to its withdrawal



<PAGE>   129

liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate
amount in excess of $5,000,000; or

1.                Monetary Judgments. One or more non-interlocutory judgments,
non-interlocutory orders, decrees or arbitration awards is entered against the
Company, NEHC or any Subsidiary other than a Receivables Subsidiary involving in
the aggregate a liability (to the extent not covered by independent third-party
insurance as to which the insurer does not dispute coverage) as to any single or
related series of transactions, incidents or conditions, of $2,000,000 or more,
and the same shall remain unsatisfied, unvacated and unstayed pending appeal for
a period of 10 days after the entry thereof; or

1.                Non-Monetary Judgments. Any non-monetary judgment, order or
decree is entered against the Company, NEHC or any Subsidiary which does or
would reasonably be expected to have a Material Adverse Effect, and there shall
be any period of 10 consecutive days during which a stay of enforcement of such
judgment or order, by reason of a pending appeal or otherwise, shall not be in
effect; or

1.                Change of Control. There occurs any Change of Control, Term
Loan Change of Control or any "Change of Control" or like event as defined in
any other indenture or other agreement or instrument pursuant to which
Indebtedness or equity is issued or Receivables are sold by NEHC, the Company or
any Subsidiary; or

1.                Impairment of Security, etc. Any Loan Document, or any Lien
granted thereunder in favor of the Revolving Lenders, shall (except in
accordance with its terms), in whole or in part, terminate, cease to be
effective or cease to be the legally valid, binding and enforceable obligation
of the Company, NEHC or any Subsidiary party thereto; the Company, NEHC, or any
Subsidiary shall, directly or indirectly, contest in any manner such
effectiveness, validity, binding nature or enforceability; or any Lien granted
in favor of the Revolving Lenders securing any Liability shall, in whole or in
part, cease to be a perfected first priority Lien; provided, however, no
Revolving Loan Event of Default hereunder shall exist to the extent (A) the
failure of such Lien to remain effective is due solely to the negligence of the
Administrative Agent or the Revolving Lenders or (B) the failure to maintain
perfection of such Lien is due solely to the failure of the Administrative Agent
to file appropriate Uniform Commercial Code continuation statements; or

1.                NEHC. NEHC shall guarantee any Indebtedness of any Affiliate,
other than the Company and the Subsidiaries of the Company.

A.                Remedies. If any Revolving Loan Event of Default occurs, the
Administrative Agent shall, at the request of, or may, with the consent of, the
Required Lenders,

1.                declare the commitment of each Revolving Lender to make
Revolving Loans and any obligation of the Issuing Lender to Issue Letters of
Credit to be terminated, whereupon such commitments and obligation shall be
terminated;


<PAGE>   130

1.                declare an amount equal to the maximum aggregate amount that
is or at any time thereafter may become available for drawing under any
outstanding Letters of Credit (whether or not any beneficiary shall have
presented, or shall be entitled at such time to present, the drafts or other
documents required to draw under such Letters of Credit) to be immediately due
and payable, and declare the unpaid principal amount of all outstanding
Revolving Loans, all interest accrued and unpaid thereon, and all other amounts
owing or payable hereunder or under any other Loan Document to be immediately
due and payable, without presentment, demand, protest or other notice of any
kind, all of which are hereby expressly waived by the Company; and

1.                exercise on behalf of itself and the Revolving Lenders all
rights and remedies available to it and the Revolving Lenders under the Loan
Documents or applicable law;

provided, however, that upon the occurrence of any event specified in
subsection (f) or (g) of Section 12.1 (in the case of clause (i) of subsection
(g) upon the expiration of the 60-day period mentioned therein), the obligation
of each Revolving Lender to make Revolving Loans and any obligation of the
Issuing Lender to Issue Letters of Credit shall automatically terminate and the
unpaid principal amount of all outstanding Revolving Loans and all interest
thereon and other amounts as aforesaid shall automatically become due and
payable without further act of the Administrative Agent, the Issuing Lender or
any Revolving Lender.

A.                Rights Not Exclusive. The rights provided for in this
Agreement and the other Loan Documents are cumulative and are not exclusive of
any other rights, powers, privileges or remedies provided by law or in equity,
or under any other instrument, document or agreement now existing or hereafter
arising.

A.                Article XII for the Exclusive Benefit of Revolving Lenders and
Issuing Lender. In the interest of clarity, the parties hereby agree and
acknowledge that the provisions of this Article are for the exclusive benefit of
the Revolving Lenders and the Issuing Lender and that the provisions of this
Article do not apply to the Term Lender in any manner whatsoever.


                                   I. ARTICLE

                           TERM LOAN EVENTS OF DEFAULT

A.                Term Loan Events of Default. Any of the following shall
constitute a "Term Loan Event of Default":

1.                default for 30 days in the payment when due of interest on, or
Liquidated Damages with respect to, the Term Loan;


<PAGE>   131

1.                default in payment when due of principal of or premium, if
any, on the Term Loan;

1.                failure by the Company to comply with the provisions described
under Sections 2.9, 11.2 or 11.8 hereof;

1.                failure by the Company for 30 days after notice from the
Administrative Agent or the Term Lender to comply with the provisions described
under Sections 11.4 or 11.5 hereof;

1.                failure by the Company for 60 days after notice from the
Administrative Agent or the Term Lender to comply with any of its other
agreements relating to the Term Loan portion of this Agreement;

1.                default under any mortgage, indenture or instrument under
which there may be issued or by which there may be secured or evidenced any Debt
for money borrowed by the Company or any of its Subsidiaries (or the payment of
which is guaranteed by the Company or any of its Subsidiaries) whether such Debt
or Guarantee now exists, or is created after the date hereof, which default (a)
is caused by a failure to pay principal of or premium, if any, or interest on
such Debt prior to the expiration of the grace period provided in such Debt on
the date of such default (a "Payment Default") or (b) results in the
acceleration of such Debt prior to its express maturity and, in each case, the
principal amount of any such Debt, together with the principal amount of any
other such Debt under which there has been a Payment Default or the maturity of
which has been so accelerated, aggregates $15,000,000 or more;

1.                failure by the Company or any of its Subsidiaries to pay final
judgments aggregating in excess of $5,000,000, which judgments are not paid,
discharged or stayed for a period of 60 days;

1.                The Company or any of its Significant Subsidiaries or any
group of Term Loan Subsidiaries that, taken as a whole, would constitute a
Significant Subsidiary, pursuant to or within the meaning of Bankruptcy Law:

a)                Commences a voluntary case,

a)                Consents to the entry of an order for relief against it in an
involuntary case,

a)                Consents to the appointment of a custodian of it or for all or
substantially all of its property,

a)                Makes a general assignment for the benefit of its creditors,
or

<PAGE>   132

a)                Generally is not paying its debts as they become due; or

1.                A court of competent jurisdiction enters an order or decree
under any Bankruptcy Law that:

a)                Is for relief against the Company or any of its Significant
Subsidiaries or any group of Term Loan Subsidiaries that, taken as a whole,
would constitute a Significant Subsidiary in an involuntary case;

a)                Appoints a custodian of the Company or any of its Significant
Subsidiaries or any group of Term Loan Subsidiaries that, taken as a whole,
would constitute a Significant Subsidiary or for all or substantially all of the
property of the Company or any of its Significant Subsidiaries or any group of
Term Loan Subsidiaries that, taken as a whole, would constitute a Significant
Subsidiary; or

a)                Orders the liquidation of the Company or any of its
Significant Subsidiaries or any group of Term Loan Subsidiaries that, taken as a
whole, would constitute a Significant Subsidiary;

         and the order or decree remains unstayed and in effect for 60
         consecutive days. The term "Custodian" means any receiver, trustee,
         assignee, liquidator or similar official under any Bankruptcy Law.

1.                the Term Loan Liens securing the Term Loan shall, at any time,
cease to be in full force and effect for any reason (other than by operation of
this Agreement or the Collateral Documents) other than the satisfaction in full
of all Obligations with respect to the Term Loan and discharge of the Term Loan
portion of this Agreement, or any Term Loan Lien securing the Term Loan shall be
declared invalid or unenforceable or the Term Lender, the Company or any Term
Loan Subsidiary Guarantor shall assert, in any pleading in any court of
competent jurisdiction, that any such Term Loan Lien is invalid or
unenforceable.

A.                Acceleration. If any Term Loan Event of Default occurs and is
continuing, the Term Lender may declare the Accreted Value of the Term Loan to
be due and payable immediately. Notwithstanding the foregoing, in the case of a
Term Loan Event of Default as described in (h) and (i) of Section 13.1 hereof,
the Term Loan will become due and payable without further action or notice.

         In the case of any Term Loan Event of Default occurring by reason of
any willful action (or inaction) taken (or not taken) by or on behalf of the
Company with the intention of avoiding payment of the premium that the Company
would have had to pay if the Company then had elected to prepay the Term Loan
pursuant to the optional prepayment redemption provisions of Section 2.7
hereof, an equivalent premium shall also become and be immediately due and
payable to the extent permitted by law upon the acceleration of


<PAGE>   133

the Term Loan. If a Term Loan Event of Default occurs prior to September 15,
2003 by reason of any willful action (or inaction) taken (or not taken) by or on
behalf of the Company with the intention of avoiding the prohibition on
prepayment of the Term Loan prior to September 15, 2003 set forth in Section
2.7, then the amount payable in respect of the Term Loan for purposes of this
paragraph for each of the twelve-month periods beginning on September 15 of the
years indicated below shall be set forth below, expressed as percentages of the
Accreted Value that would otherwise be due but for the provisions of this
sentence, plus accrued and unpaid interest and Liquidated Damages, if any, to
the date of payment:

<TABLE>
<CAPTION>
               Year                                 Percentage
<S>                                                 <C>
               1999                                    112.0%
               2000                                    110.5%
               2001                                    109.0%
               2002                                    107.5%
</TABLE>

A.                Other Remedies. Subject to the provisions of the
Revolving/Term Loan Intercreditor Agreement, if a Term Loan Event of Default
occurs and is continuing, the Term Lender (or the Administrative Agent upon the
direction of the Term Lender) may pursue any available remedy to collect the
payment of principal, premium, if any, interest and Liquidated Damages, if any,
on the Term Loan or to enforce the performance of any provision of this
Agreement.

         The Administrative Agent or the Term Lender may maintain a proceeding
even if they do not possess any of the notes evidencing the Term Loan or do not
produce any of them in the proceeding. A delay or omission by the Administrative
Agent or the Term Lender in exercising any right or remedy accruing upon a Term
Loan Event of Default shall not impair the right or remedy or constitute a
waiver of or acquiescence in the Term Loan Event of Default. All remedies are
cumulative to the extent permitted by law.

         The Company shall deliver to the Term Lender annually a statement
regarding compliance with this Agreement, and the Company shall upon becoming
aware of any Term Loan Default or Term Loan Event of Default, deliver to the
Administrative Agent a statement specifying such Term Loan Default or Term Loan
Event of Default.

A.                Waiver of Past Defaults. The Term Lender by notice to the
Administrative Agent may waive any existing Term Loan Default or Term Loan Event
of Default and its consequences under this Agreement (including any acceleration
(other than an automatic acceleration resulting from a Term Loan Event of
Default under clause (h) or (i) of Section 13.1 hereof)) except a continuing
Term Loan Default or Term Loan Event of Default in the payment of interest on,
or the principal of, the Term Loan (other than as a result of an acceleration),
which shall require the consent of all of the holders of the Term Lender Notes
then outstanding.

<PAGE>   134

A.                Control by the Term Lender. Subject to the provisions of the
Revolving/Term Loan Intercreditor Agreement, the Term Lender may direct the
time, method and place of conducting any proceeding for exercising any remedy
available to the Administrative Agent or exercising any trust power conferred on
it. However, (i) the Administrative Agent may refuse to follow any direction
that conflicts with law or this Agreement and that the Administrative Agent
determines may involve the Administrative Agent in personal liability, and (ii)
the Administrative Agent may take any other action deemed proper by the
Administrative Agent which is not inconsistent with such direction. Subject to
the provisions of Article XIV hereof, in case a Term Loan Event of Default shall
occur (which shall not be cured), the Administrative Agent shall be required, in
the exercise of its power, to use the degree of care of a prudent person in the
conduct of its own affairs. Notwithstanding any provision to the contrary in
this Agreement, the Administrative Agent is under no obligation to exercise any
of its rights or powers under this Agreement at the request of the Term Lender,
unless the Term Lender shall offer to the Administrative Agent security and
indemnity satisfactory to it against any loss, liability or expense.

A.                Limitation on Suits. Subject to the provisions of the
Revolving/Term Loan Intercreditor Agreement, the Term Lender may pursue a remedy
with respect to this Agreement only if:

1.                The Term Lender gives to the Administrative Agent written
notice of a continuing Term Loan Event of Default or the Administrative Agent
receives such notice from the Company;

1.                The Term Lender makes a written request to the Administrative
Agent to pursue the remedy;

1.                The Term Lender offers and, if requested, provides to the
Administrative Agent indemnity satisfactory to the Administrative Agent against
any loss, liability or expense;

1.                The Administrative Agent does not comply with the request
within 60 days after receipt of the request and the offer and, if requested, the
provision of indemnity; and

1.                During such 60-day period the Term Lender does not give the
Administrative Agent a direction inconsistent with the request.

A.                Rights of Term Lender to Receive Payment. Notwithstanding any
other provision of this Agreement, the right of the Term Lender to receive
payment of principal, premium, if any, interest, and Liquidated Damages, if any,
on the Term Loan, on or after the respective due dates expressed in this
Agreement (including in connection with an Offer to Purchase), or to bring suit
for the enforcement of any such payment on or after


<PAGE>   135

such respective dates, shall not be impaired or affected without the consent of
the Term Lender.

A.                Collection Suit by Administrative Agent. If a Term Loan Event
of Default specified in Section 13.1(a) or (b) hereof occurs and is continuing,
the Administrative Agent is authorized to recover judgment in its own name and
as Administrative Agent of an express trust against the Company for the whole
amount of principal of, premium and Liquidated Damages, if any, and interest
remaining unpaid on the Term Loan and interest on overdue principal and, to the
extent lawful, interest and such further amount as shall be sufficient to cover
the costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Administrative Agent, its agents and
counsel.

A.                Article XIII for the Exclusive Benefit of Term Lender. In the
interest of clarity, the parties hereby agree and acknowledge that the
provisions of this Article are for the exclusive benefit of the Term Lender and
that the provisions of this Article do not apply to the Revolving Lenders or the
Issuing Lender in any manner whatsoever.


                                   I. ARTICLE

                            THE ADMINISTRATIVE AGENT

1.                Appointment and Authorization. Each Lender hereby irrevocably
(subject to Section 14.9) appoints, designates and authorizes the Administrative
Agent to take such action on its behalf under the provisions of this Agreement
and each other Loan Document and to exercise such powers and perform such duties
as are expressly delegated to it by the terms of this Agreement or any other
Loan Document, together with such powers as are reasonably incidental thereto.
Notwithstanding any provision to the contrary contained elsewhere in this
Agreement or in any other Loan Document, the Administrative Agent shall not have
any duties or responsibilities, except those expressly set forth herein, nor
shall the Administrative Agent have or be deemed to have 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.

1.                The Issuing Lender shall act on behalf of the Revolving
Lenders with respect to any Letters of Credit Issued by it and the documents
associated therewith until such time and except for so long as the
Administrative Agent may agree at the request of the Required Lenders to act for
such Issuing Lender with respect thereto; provided, however, that the Issuing
Lender shall have all of the benefits and immunities (i) provided to the
Administrative Agent in this Article with respect to any acts taken or omissions
suffered by the Issuing Lender in connection with Letters of Credit Issued by it
or proposed to be Issued by it and the application and agreements for letters of
credit


<PAGE>   136

pertaining to the Letters of Credit as fully as if the term "Administrative
Agent," as used in this Article, included the Issuing Lender with respect to
such acts or omissions and (ii) as additionally provided in this Agreement with
respect to the Issuing Lender.

A.                Delegation of Duties. The Administrative Agent may execute any
of its duties under this Agreement or any other Loan Document by or through
agents, employees 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 agent or
attorney-in-fact that it selects with reasonable care.

A.                Liability of Administrative Agent. None of the Agent-Related
Persons shall (i) be liable for any action taken or omitted to be taken by any
of them under or in connection with this Agreement or any other Loan Document or
the transactions contemplated hereby (except for its own gross negligence or
willful misconduct) or (ii) be responsible in any manner to any of the Lenders
for any recital, statement, representation or warranty made by the Company or
any Subsidiary or Affiliate of the Company, or any officer thereof, contained in
this Agreement or in any other Loan Document, or in any certificate, report,
statement or other document referred to or provided for in, or received by the
Administrative Agent under or in connection with, this Agreement or any other
Loan Document, or the validity, effectiveness, genuineness, enforceability or
sufficiency of this Agreement or any other Loan Document, or for any failure of
the Company or any other party to any Loan Document to perform its obligations
hereunder or thereunder. No Agent-Related Person shall be under any obligation
to any Lender to ascertain or to inquire as to the observance or performance of
any of the agreements contained in, or conditions of, this Agreement or any
other Loan Document, or to inspect the properties, books or records of the
Company or any of the Company's Subsidiaries or Affiliates.

1.                Reliance by Administrative Agent. The Administrative Agent
shall be entitled to rely, and shall be fully protected in relying, upon any
writing, resolution, notice, consent, certificate, affidavit, letter, telegram,
facsimile, telex or telephone message, statement 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 the Company), independent accountants and
other experts selected by 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 as it deems appropriate and, if it so
requests, it shall first be indemnified to its satisfaction by the Lenders
against any and all liability and expense which may be incurred by it by reason
of taking or continuing to take any such action. The Administrative Agent shall
in all cases be fully protected in acting, or in refraining from acting, under
this Agreement or any other Loan Document in accordance with a request or
consent of the Required Lenders (or all Lenders as required herein) and such
request and any action taken or failure to act pursuant thereto shall be binding
upon all of the Lenders.


<PAGE>   137

1.                For purposes of determining compliance with the conditions
specified in Section 6.1, each Revolving Lender that has executed this Agreement
shall be deemed to have consented to, approved or accepted or to be satisfied
with, each document or other matter either sent by the Administrative Agent to
such Revolving Lender for consent, approval, acceptance or satisfaction, or
required thereunder to be consented to or approved by or acceptable or
satisfactory to the Revolving Lender unless such Revolving Lender has provided
written notice to the Administrative Agent of its lack of consent, approval or
satisfaction.

A.                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, except with respect to defaults in the payment of principal, interest
and fees required to be paid to the Administrative Agent for the account of the
Lenders, unless the Administrative Agent shall have received written notice from
a Lender or the Company referring to this Agreement, describing such Default or
Event of Default and stating that such notice is a "notice of default." The
Administrative Agent will promptly notify the Revolving Lenders or the Term
Lender, as the case may be, of its receipt of any such notice. Subject to
Section 14.13, the Administrative Agent shall take such action with respect to
such Revolving Loan Default or Revolving Loan Event of Default as may be
requested by the Required Lenders in accordance with Article XII (or in the case
of a Term Loan Default or Term Loan Event of Default, such action as may be
requested by the Term Lender in accordance with Article XIII); provided,
however, that unless and until the Administrative Agent has received any such
request, 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 or in the best interest of the
Revolving Lenders or the Term Lender, as the case may be.

A.                Credit Decision. Each Lender acknowledges that none of the
Agent-Related Persons has made any representation or warranty to it, and that no
act by the Administrative Agent hereinafter taken, including any review of the
affairs of the Company and its Subsidiaries, shall be deemed to constitute any
representation or warranty by any Agent-Related Person to any Lender. Each
Lender represents to the Administrative Agent that it has, independently and
without reliance upon any Agent-Related Person and based on such documents and
information as it has deemed appropriate, made its own appraisal of and
investigation into the business, prospects, operations, property, financial and
other condition and creditworthiness of the Company and its Subsidiaries, and
all applicable bank regulatory laws relating to the transactions contemplated
hereby, and made its own decision to enter into this Agreement and to extend
credit to the Company hereunder. Each Lender also represents that it will,
independently and without reliance upon any Agent-Related Person 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 investigations as it deems necessary to inform itself as to the business,
prospects, operations, property, financial and other condition and
creditworthiness of the Company. Except for notices, reports and


<PAGE>   138

other documents expressly herein required to be furnished to the Lenders by the
Administrative Agent, the Administrative Agent shall not have any duty or
responsibility to provide any Lender with any credit or other information
concerning the business, prospects, operations, property, financial and other
condition or creditworthiness of the Company which may come into the possession
of any of the Agent-Related Persons.

A.                Indemnification of Administrative Agent. Whether or not the
transactions contemplated hereby are consummated, the Lenders shall indemnify
upon demand the Agent-Related Persons (to the extent not reimbursed by or on
behalf of the Company and without limiting the obligation of the Company to do
so), pro rata, from and against any and all Indemnified Obligations; provided,
however, that no Lender shall be liable for the payment to the Agent-Related
Persons of any portion of such Indemnified Obligations resulting solely from
such Person's gross negligence or willful misconduct. Without limitation of the
foregoing, each Lender shall reimburse the Administrative Agent upon demand for
its ratable share of any costs or out-of-pocket expenses (including Attorney
Costs) incurred by the Administrative Agent in connection with the preparation,
execution, delivery, administration, modification, amendment or enforcement
(whether through negotiations, legal proceedings or otherwise) of, or legal
advice in respect of rights or responsibilities under, this Agreement, any other
Loan Document, or any document contemplated by or referred to herein, to the
extent that the Administrative Agent is not reimbursed for such expenses by or
on behalf of the Company. The undertaking in this Section shall survive the
payment of all Obligations hereunder and the resignation or replacement of the
Administrative Agent.

A.                Administrative Agent in Individual Capacity. Bank of America
and its Affiliates may make loans to, issue letters of credit for the account
of, accept deposits from, acquire equity interests in and generally engage in
any kind of banking, trust, financial advisory, underwriting or other business
with the Company and its Subsidiaries and Affiliates as though Bank of America
were not the Administrative Agent or Bank of America were not the Issuing Lender
hereunder and without notice to or consent of the Lenders. The Lenders
acknowledge that, pursuant to such activities, Bank of America or its Affiliates
may receive information regarding the Company or its Affiliates (including
information that may be subject to confidentiality obligations in favor of the
Company or such Subsidiary) and acknowledge that the Administrative Agent shall
be under no obligation to provide such information to them. With respect to its
Revolving Loans, Bank of America shall have the same rights and powers under
this Agreement as any other Revolving Lender and may exercise the same as though
it were not the Administrative Agent or the Issuing Lender.

A.                Successor Agent. The Administrative Agent may, and at the
request of the Required Lenders shall, resign as Administrative Agent upon 30
days' notice to the Lenders. If the Administrative Agent resigns under this
Agreement, the Required Lenders shall appoint from among the Revolving Lenders a
successor agent for the Revolving Lenders. If no successor agent is appointed
prior to the effective date of the resignation of the Administrative Agent, the
Administrative Agent may appoint, after


<PAGE>   139

consulting with the Revolving Lenders and the Company, a successor agent from
among the Revolving Lenders. Upon the acceptance of its appointment as successor
agent hereunder, such successor agent shall succeed to all the rights, powers
and duties of the retiring Administrative Agent and the term "Administrative
Agent" shall mean such successor agent and the retiring Administrative Agent's
appointment, powers and duties as Administrative Agent shall be terminated.
After any retiring Administrative Agent's resignation hereunder as
Administrative Agent, the provisions of this Article and Sections 15.4 and 15.5
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. If no successor agent
has accepted appointment as Administrative Agent by the date which 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 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. Notwithstanding the foregoing, however, Bank of
America may not be removed as the Administrative Agent at the request of the
Required Lenders unless Bank of America shall also simultaneously be replaced as
"Issuing Lender" hereunder pursuant to documentation in form and substance
reasonably satisfactory to Bank of America. Notwithstanding the foregoing
however, if at any time the Obligations of the Company in respect of the
Revolving Loans and Letters of Credit and the Revolving Commitments shall be
terminated, the Administrative Agent may, and at the request of the Term Lender
Notes Trustee shall, resign as Administrative Agent and the Term Lender Notes
Trustee or such other Person as shall be agreed upon by the Term Lender and the
Company shall become the successor Administrative Agent. Without limiting the
foregoing, the Administrative Agent may at any time resign as administrative
agent for the Term Lender and remain as administrative agent for the Revolving
Lenders; in such event, the Term Lender Notes Trustee or such other Person as
shall be agreed upon by the Term Lender and the Company shall become
administrative agent for the Term Lender and shall exercise the rights,
privileges and duties of the Administrative Agent with respect to the Term
Lender and the Term Loan hereunder and under the other Loan Documents; provided
that, so long as any Obligations in respect of the Revolving Loans are
outstanding, the Administrative Agent for the Revolving Lenders shall continue
to act as the agent for all of the Lenders with respect to the perfection of the
Lenders' security interest in possessory collateral and the two Administrative
Agents will execute such bailment or other agreements as are necessary or
desirable to effectuate the foregoing.

1.                Withholding Tax. If any Revolving Lender is a "foreign
corporation, partnership or trust" within the meaning of the Code and such
Revolving Lender claims exemption from, or a reduction of, U.S. withholding tax
under Sections 1441 or 1442 of the Code or if any Revolving Lender claims
exemption from withholding tax pursuant to Section 871(h) or 881(c) of the Code,
such Revolving Lender agrees with and in favor of the Administrative Agent, to
deliver to the Administrative Agent:

a)                if such Revolving Lender claims an exemption from, or a
reduction of, withholding tax under a United States tax treaty, properly
completed IRS Form 1001


<PAGE>   140

before the payment of any interest in the first calendar year and before the
payment of any interest in each third succeeding calendar year during which
interest may be paid under this Agreement;

a)                if such Revolving Lender claims that interest paid under this
Agreement is exempt from United States withholding tax because it is effectively
connected with a United States trade or business of such Revolving Lender, two
properly completed and executed copies of IRS Form 4224 before the payment of
any interest is due in the first taxable year of such Revolving Lender and in
each succeeding taxable year of such Revolving Lender during which interest may
be paid under this Agreement, and IRS Form W-9;

a)                in the case of any Revolving Lender that is exempt from
withholding tax pursuant to Section 881(h) or 881(c) of the Code, properly
completed IRS Form W-8 or any applicable successor form before the payment of
any interest is due; and

a)                such other form or forms as may be required under the Code or
other laws of the United States as a condition to exemption from, or reduction
of, United States withholding tax.

Such Revolving Lender agrees to promptly notify the Administrative Agent of any
change in circumstances which would modify or render invalid any claimed
exemption or reduction.

1.                If any Revolving Lender claims exemption from, or reduction
of, withholding tax under a United States tax treaty by providing IRS Form 1001
and such Revolving Lender sells, assigns, grants a participation in, or
otherwise transfers all or part of the Obligations of the Company to such
Revolving Lender, such Revolving Lender agrees to notify the Administrative
Agent of the percentage amount in which it is no longer the beneficial owner of
Obligations of the Company to such Revolving Lender. To the extent of such
percentage amount, the Administrative Agent will treat such Revolving Lender's
IRS Form 1001 as no longer valid.

1.                If any Revolving Lender claiming exemption from United States
withholding tax by filing IRS Form 4224 with the Administrative Agent sells,
assigns, grants a participation in, or otherwise transfers all or part of the
Obligations of the Company to such Revolving Lender, such Revolving Lender
agrees to undertake sole responsibility for complying with the withholding tax
requirements imposed by Sections 1441 and 1442 of the Code.

1.                If any Revolving Lender is entitled to a reduction in the
applicable withholding tax, the Administrative Agent may withhold from any
interest payment to such Revolving Lender an amount equivalent to the applicable
withholding tax after taking into account such reduction. If the forms or other
documentation required by


<PAGE>   141

subsection (a) of this Section are not delivered to the Administrative Agent,
then the Administrative Agent may withhold from any interest payment to such
Revolving Lender not providing such forms or other documentation an amount
equivalent to the applicable withholding tax.

1.                If the IRS or any other Governmental Authority of the United
States or other jurisdiction asserts a claim that the Administrative Agent did
not properly withhold tax from amounts paid to or for the account of any
Revolving Lender (because the appropriate form was not delivered, was not
properly executed, or because such Revolving Lender failed to notify the
Administrative Agent of a change in circumstances which rendered the exemption
from, or reduction of, withholding tax ineffective, or for any other reason)
such Revolving Lender shall indemnify the Administrative Agent fully for all
amounts paid, directly or indirectly, by the Administrative Agent as tax or
otherwise, including penalties and interest, and including any taxes imposed by
any jurisdiction on the amounts payable to the Administrative Agent under this
Section, together with all costs and expenses (including Attorney Costs). The
obligation of the Revolving Lenders under this subsection shall survive the
payment of all Obligations and the resignation or replacement of the
Administrative Agent.

1.                Collateral Matters. The Administrative Agent is authorized on
behalf of all the Lenders; without the necessity of any notice to or further
consent from the Lenders, from time to time to take any action with respect to
any Collateral or the Loan Documents which may be necessary to perfect and
maintain perfected the security interest in and Liens upon the Collateral
granted pursuant to the Loan Documents.

a)                The Lenders irrevocably authorize the Administrative Agent, at
its option and in its discretion, to release any Lien granted to or held by the
Administrative Agent upon any Collateral upon termination of the Revolving
Commitments and payment in full of all Loans and all other obligations known to
the Administrative Agent and payable under this Agreement or any other Loan
Document; constituting property sold or to be sold or disposed of as part of or
in connection with any disposition permitted hereunder; constituting property in
which the Company or any Subsidiary owned no interest at the time the Lien was
granted or at any time thereafter; constituting property leased to the Company
or any Subsidiary under a lease which has expired or been terminated in a
transaction permitted under this Agreement or is about to expire and which has
not been, and is not intended by the Company or such Subsidiary to be, renewed
or extended; consisting of an instrument evidencing Indebtedness or other debt
instrument, if the indebtedness thereby has been paid in full; with the consent
of the Required Lenders, upon the sale of such Collateral; upon the incurrence
of Indebtedness by the Company and its Subsidiaries secured by any Collateral,
which the Company has represented that it is permitted to incur hereunder and,
except in connection with the financing of a purchase or lease of such
Collateral, the proceeds of which the Company has represented it will apply as
set forth in Section 11.2 hereof as if such financing were an Asset Sale; or if
approved, authorized or ratified in writing by the Required Lenders or, if
required by Section 15.1(e), all the Lenders. Upon request by the Administrative
Agent at any time,


<PAGE>   142

the Lenders will confirm in writing the Administrative Agent's authority to
release particular types or items of Collateral pursuant to this subsection
14.11(b).

A.                [INTENTIONALLY LEFT BLANK]

A.                Senior Debt. The Administrative Agent shall be permitted,
subject to the provisions of the Revolving/Term Loan Intercreditor Agreement, to
act on the sole instructions of the Required Lenders without the instruction of
the Term Lender.


                                   I. ARTICLE

                                  MISCELLANEOUS

A.                Amendments and Waivers. No amendment or waiver of any
provision of this Agreement, any other Loan Document or the Intercreditor
Agreement, and no consent with respect to any departure by the Company, NEHC or
any applicable Subsidiary therefrom, shall be effective unless the same shall be
in writing and signed by the Required Lenders (or by the Administrative Agent at
the written request of the Required Lenders) and the Company and acknowledged by
the Administrative Agent, and then any such waiver or consent shall be effective
only in the specific instance and for the specific purpose for which given;
provided, however, that no such waiver, amendment, or consent shall, unless in
writing and signed by all the Revolving Lenders (and with respect to clause (e)
only, the Term Lender) and the Company and acknowledged by the Administrative
Agent, do any of the following:

1.                increase or extend the Revolving Commitment of any Revolving
Lender (or reinstate any Revolving Commitment terminated pursuant to Section
12.2);

1.                reduce the amount of, postpone or delay any date fixed by this
Agreement or any other Loan Document for any payment or prepayment of principal,
interest, fees or other amounts due to the Revolving Lenders (or any of them)
hereunder or under any other Loan Document or amend the application of payments
with respect thereto;

1.                reduce the principal of, or the rate of interest specified
herein on any Revolving Loan, or (subject to clause (ii) below) any fees or
other amounts payable hereunder or under any other Loan Document on any
Revolving Loan or Letter of Credit;

1.                change the percentage of the Revolving Commitments or of the
aggregate unpaid principal amount of the Revolving Loans which is required for
the Revolving Lenders or any of them to take any action hereunder;

1.                release all or any substantial part of the Collateral in a
manner not permitted by this Agreement or release any Guarantor (unless the
Guarantor is being sold


<PAGE>   143

or otherwise disposed of in a transaction permitted by this Agreement) or amend
the Revolving/Term Loan Intercreditor Agreement as it relates to the priorities
of different secured creditors in the Collateral;

1.                extend any Letter of Credit expiration date to a date beyond
the Revolving Termination Date; or

1.                amend this Section, or Section 2.14, or any provision herein
providing for consent or other action by all Revolving Lenders;

and, provided further that (i) no amendment, waiver or consent shall, unless in
writing and signed by the Issuing Lender in addition to the Required Lenders or
all the Revolving Lenders, as the case may be, affect the rights or duties of
the Issuing Lender under this Agreement or any L/C-Related Document relating to
any Letter of Credit Issued or to be Issued by it, (ii) no amendment, waiver or
consent shall, unless in writing and signed by the Administrative Agent in
addition to the Required Lenders or all the Revolving Lenders, as the case may
be, affect the rights or duties of the Administrative Agent under this
Agreement or any other Loan Document, and (iii) the Fee Letters may be amended,
or rights or privileges thereunder waived, in a writing executed by the parties
thereto and; provided, further, that, at the Company's request, the
Administrative Agent shall, without the consent of any Lender, release the
security interest of the Administrative Agent and the Lenders in any property
subject to Capitalized Lease Obligations permitted under Section 10.5(g); and
provided, further, that if at any time the Obligations of the Company in
respect of the Revolving Loans and Letters of Credit shall have been paid in
full and the Revolving Commitments shall have terminated, anything in this
Section referring to "Revolving Lender(s)" or the "Required Lenders" shall be
substituted by the "Term Lender," any references to "Revolving Loan(s)" or
"Letter of Credit" shall be substituted by the "Term Loan," and any reference
to "Required Lenders" shall be substituted by "Term Lender." Notwithstanding
the foregoing provisions of this Section, no provisions of Articles V
(Collateral and Guaranty), XI (Covenants Relating to Term Loan) and XIII(Term
Loan Events of Default) and Sections 1.2, 2.1(b), 2.2 (only to the extent
relating to the Term Loan or the Term Lender), 2.3(b), 2.7, 2.9, 2.10(b),
2.11(a)(ii), 2.11(b)(ii), 2.11(c)(ii), 2.13 (second sentence only), 2.14 (first
sentence, second clause of the third sentence and fourth sentence), 6.1 (only
to the extent relating to the Term Loan or the Term Lender), 6.2 (only to the
extent relating to the Term Loan or the Term Lender), 15.1 (parenthetical clause
on the ninth line thereof, clause (e), this sentence and the next sentence
only), 15.2 (only to the extent relating to the Term Loan or the Term Lender),
15.3 (only to the extent relating to the Term Loan or the Term Lender), 15.4(b)
(only to the extent relating to the Term Loan or the Term Lender), 15.5 (only to
the extent relating to the Term Loan or the Term Lender), 15.6 (only to the
extent relating to the Term Loan or the Term Lender), 15.7 (only to the extent
relating to the Term Loan or the Term Lender), 15.8(g), 15.9 (only to the extent
relating to the Term Loan or the Term Lender), 15.12 (only to the extent
relating to the Term Loan or the Term Lender), 15.13 (only to the extent
relating to the Term Loan or the Term Lender), 15.14 (only to the extent
relating to the Term Loan or the Term Lender), 15.15 (only to the extent
relating to

<PAGE>   144
the Term Loan or the Term Lender), 15.16 (only to the extent relating to the
Term Loan or the Term Lender), 15.17 (only to the extent relating to the Term
Loan or the Term Lender), 15.18 (only to the extent relating to the Term Loan or
the Term Lender) and 15.19 (only to the extent relating to the Term Loan or the
Term Lender) (and no defined terms used in any of the foregoing articles and
sections, but only to the extent used with respect to the Term Loan or the Term
Lender) may be waived or amended without the prior written consent of the Term
Lender. Nothing in this Section 15.1 shall limit the Revolving Lenders rights
under Section 10.15 hereof.

1.                Notices. All notices, requests and other communications shall
be in writing (including, unless the context expressly otherwise provides, by
facsimile transmission, provided that any matter transmitted by the Company by
facsimile (i) shall be immediately confirmed by a telephone call to the
recipient at the number specified on Schedule 15.2 and (ii) shall be followed
promptly by delivery of a hard copy original thereof) and mailed, faxed or
delivered to the address or facsimile number specified for notices on Schedule
15.2; or, as directed to the Company or the Administrative Agent, to such other
address as shall be designated by such party in a written notice to the other
parties, and as directed to any other party, at such other address as shall be
designated by such party in a written notice to the Company and the
Administrative Agent.

1.                All such notices, requests and communications shall, when
transmitted by overnight delivery, or faxed, be effective when delivered for
overnight (next-day) delivery, or transmitted in legible form by facsimile
machine, respectively, or if mailed, upon the third Business Day after the date
deposited into the U.S. mail, or if delivered, upon delivery; except that
notices pursuant to Article II, III or XIV shall not be effective until actually
received by the Administrative Agent, and notices to the Issuing Lender pursuant
to Article III shall not be effective until actually received by the Issuing
Lender at the address specified for the Issuing Lender on Schedule 15.2.

1.                Any agreement of the Administrative Agent and the Lenders
herein to receive certain notices by telephone or facsimile is solely for the
convenience and at the request of the Company. The Administrative Agent and the
Lenders shall be entitled to rely on the authority of any Person purporting to
be a Person authorized by the Company to give such notice and the Administrative
Agent and the Lenders shall not have any liability to the Company or other
Person on account of any action taken or not taken by the Administrative Agent
or the Lenders in reliance upon such telephonic or facsimile notice. The
obligation of the Company to repay the Loans and L/C Obligations shall not be
affected in any way or to any extent by any failure by the Administrative Agent
and the Lenders to receive written confirmation of any telephonic or facsimile
notice or the receipt by the Administrative Agent and the Lenders of a
confirmation which is at variance with the terms understood by the
Administrative Agent and the Lenders to be contained in the telephonic or
facsimile notice.

A.                No Waiver; Cumulative Remedies. No failure to exercise and no
delay in exercising, on the part of the Administrative Agent or any Lender, any
right,


<PAGE>   145

remedy, power or privilege hereunder, shall operate as a waiver thereof; nor
shall any single or partial exercise of any right, remedy, power or privilege
hereunder preclude any other or further exercise thereof or the exercise of any
other right, remedy, power or privilege.

A.                Costs and Expenses. The Company shall:

1.                whether or not the transactions contemplated hereby are
consummated, pay or reimburse Bank of America (including in its capacity as
Administrative Agent and Issuing Lender) within five Business Days after demand
for all costs and expenses incurred by Bank of America (including in its
capacity as Administrative Agent and Issuing Lender) in connection with the
development, preparation, delivery, administration and execution of, and any
amendment, supplement, waiver or modification to (in each case, whether or not
consummated), this Agreement, any Loan Document and any other documents prepared
in connection herewith or therewith, and the consummation of the transactions
contemplated hereby and thereby, including reasonable Attorney Costs incurred by
Bank of America (including in its capacity as Administrative Agent and Issuing
Lender) with respect thereto; and

1.                pay or reimburse the Administrative Agent, the Arranger and
each Lender within five Business Days after demand for all costs and expenses
(including Attorney Costs) incurred by them in connection with the enforcement,
attempted enforcement, or preservation of any rights or remedies under this
Agreement or any other Loan Document during the existence of an Event of Default
or after acceleration of the Loans (including in connection with any "workout"
or restructuring regarding the Loans, and including in any Insolvency Proceeding
or appellate proceeding).

A.                Company Indemnification. Whether or not the transactions
contemplated hereby are consummated, the Company shall indemnify and hold the
Agent-Related Persons, and each Lender and each of its respective officers,
directors, employees, counsel, agents and attorneys-in-fact (each, an
"Indemnified Person") harmless from and against any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
charges, expenses and disbursements (including Attorney Costs) of any kind or
nature whatsoever which may at any time (including at any time following
repayment of the Loans, the termination of the Letters of Credit and the
termination, resignation or replacement of the Administrative Agent or
replacement of any Lender) be imposed on, incurred by or asserted against any
such Person in any way relating to or arising out of this Agreement or any
document contemplated by or referred to herein, or the transactions contemplated
hereby, or any action taken or omitted by any such Person under or in connection
with any of the foregoing, including with respect to any investigation,
litigation or proceeding (including any Insolvency Proceeding or appellate
proceeding) related to or arising out of this Agreement or the Loans or Letters
of Credit or the use of the proceeds thereof, whether or not any Indemnified
Person is a party thereto (all the foregoing, collectively, the "Indemnified
Obligations"); provided, that the Company shall have no obligation hereunder to
any Indemnified Person with respect to Indemnified Obligations


<PAGE>   146

resulting solely from the gross negligence or willful misconduct of such
Indemnified Person. The agreements in this Section shall survive payment of all
other Obligations.

A.                Payments Set Aside. To the extent that the Company makes a
payment to the Administrative Agent or the Lenders, or the Administrative Agent
or the Lenders exercise their right of set-off, and such payment or the proceeds
of such set-off or any part thereof are subsequently invalidated, declared to be
fraudulent or preferential, set aside or required (including pursuant to any
settlement entered into by the Administrative Agent or such Lender in its
discretion) to be repaid to a trustee, receiver or any other party, in
connection with any Insolvency Proceeding or otherwise, then (a) to the extent
of such recovery the obligation or part thereof originally intended to be
satisfied shall be revived and continued in full force and effect as if such
payment had not been made or such set-off had not occurred and (b) each Lender
severally agrees to pay to the Administrative Agent upon demand its pro rata
share of any amount so recovered from or repaid by the Administrative Agent,
which had previously been received by such Lender.

A.                Successors and Assigns. The provisions of this Agreement shall
be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns, except that the Company may not assign or
transfer any of its rights or obligations under this Agreement without the prior
written consent of the Administrative Agent and each Lender.

1.                Assignments, Participations, etc. Any Revolving Lender may,
with the written consent of the Company at all times (other than during the
existence of a Revolving Loan Event of Default) and the Administrative Agent,
which consents shall not be unreasonably withheld, at any time assign and
delegate to one or more Eligible Assignees (provided that no written consent of
the Company, or the Administrative Agent shall be required in connection with an
assignment and delegation by Bank of America or in connection with any
assignment and delegation by a Revolving Lender to an Eligible Assignee that is
an Affiliate of such Revolving Lender) (each an "Assignee") all, or any part of
all, of the Revolving Loans, the Revolving Commitment, the L/C Obligations and
the other rights and obligations of such Revolving Lender hereunder, in a
minimum amount of $5,000,000 (provided that no minimum amount shall be
applicable to any assignment and delegation to an existing Revolving Lender or
an Affiliate of a Revolving Lender or to an assignment of the entire remaining
amount of the Revolving Loans and Revolving Commitment of a Revolving Lender)
provided, however, that the Company and the Administrative Agent may continue to
deal solely and directly with such Revolving Lender in connection with the
interest so assigned to an Assignee until (i) written notice of such assignment,
together with payment instructions, addresses and related information with
respect to the Assignee, shall have been given to the Company and the
Administrative Agent by such Revolving Lender and the Assignee; (ii) such
Revolving Lender and its Assignee shall have delivered to the Company and the
Administrative Agent an Assignment and Acceptance substantially in the form of
Exhibit G ("Assignment and Acceptance"), together with any Note or Notes subject
to such assignment, (iii) the assignor Revolving Lender or Assignee has paid to
the Administrative Agent a processing


<PAGE>   147

fee in the amount of $3,000 and (iv) the information in the Assignment and
Acceptance is recorded in the Register pursuant to subsection (d) hereof.

1.                From and after the date that the Administrative Agent notifies
the assignor Revolving Lender that it has received (and provided its consent
with respect to) an executed Assignment and Acceptance and payment of the
above-referenced processing fee and it has recorded the information in the
Register, (i) the Assignee thereunder shall be a party hereto and, to the extent
that rights and obligations hereunder have been assigned to it pursuant to such
Assignment and Acceptance, shall have the rights and obligations of a Revolving
Lender under the Loan Documents and (ii) the assignor Revolving Lender shall, to
the extent that rights and obligations hereunder and under the other Loan
Documents have been assigned by it pursuant to such Assignment and Acceptance,
relinquish its rights and be released from its obligations under the Loan
Documents.

1.                Within five Business Days after its receipt of notice by the
Administrative Agent that it has received an executed Assignment and Acceptance
and payment of the processing fee (and provided that it consents to such
assignment in accordance with subsection 15.8(a)), the Company shall execute and
deliver to the Administrative Agent, new Notes evidencing such Assignee's
assigned Revolving Loans and Revolving Commitment and, if the assignor Revolving
Lender has retained a portion of its Revolving Loans and its Revolving
Commitments, replacement Notes in the principal amount of the Revolving Loans
retained by the assignor Revolving Lender (such Notes to be in exchange for, but
not in payment of, the Notes held by such Revolving Lender). Immediately upon
each Assignee making its processing fee payment under the Assignment and
Acceptance, this Agreement shall be deemed to be amended to the extent, but only
to the extent, necessary to reflect the addition of the Assignee and the
resulting adjustment of the Revolving Commitments arising therefrom. The
Revolving Commitment allocated to each Assignee shall reduce such Revolving
Commitments of the assigning Revolving Lender pro tanto.

1.                The Company hereby designates the Administrative Agent to
serve as the Company's agent, solely for purposes of this Section 15.8(d), to
maintain a register (the "Register") on which it will record the Revolving
Commitments from time to time of each of the Revolving Lenders, the address and
any U.S. federal taxpayers identification number of each Lender, the Loans made
by each of the Lenders and each repayment in respect of the principal amount of
the Loans of each Lender. Failure to make any such recordation, or any error in
such recordation shall not affect any Lender's obligations in respect of such
Loans. With respect to any Revolving Lender, the transfer of the Revolving
Commitments of such Revolving Lender and the rights to the principal of, and
interest on, any Revolving Loan made pursuant to such Revolving Commitments
shall not be effective until such transfer is recorded on the Register
maintained by the Administrative Agent with respect to ownership of such
Revolving Commitments and loans and prior to such recordation all amounts owing
to the transferor with respect to such Revolving Commitments and Revolving Loans
shall remain owing to the transferor. The registration of assignment or transfer
of all or part of any Revolving Commitments


<PAGE>   148

and Revolving Loans shall be recorded by the Administrative Agent on the
Register only upon the acceptance by the Administrative Agent of a properly
executed and delivered Assignment and Acceptance pursuant to this Section.
Coincident with the delivery of such an Assignment and Acceptance to the
Administrative Agent for acceptance and registration of assignment or transfer
of all or part of a Revolving Loan, or as soon thereafter as practicable, the
assigning or transferor Revolving Lender shall surrender the Note evidencing
such Revolving Loan, and thereupon one or more new Notes in the same aggregate
principal amount shall be issued to the assigning or transferor Revolving Lender
and/or the new Revolving Lender. The Company agrees to indemnify the
Administrative Agent from and against any and all losses, claims, damages and
liabilities of whatsoever nature which may be imposed on, asserted against or
incurred by the Administrative Agent in performing its duties under this Section
15.8(d).

1.                Any Revolving Lender may at any time sell to one or more
commercial banks or other Persons not Affiliates of the Company (a
"Participant") participating interests in any Revolving Loans, the Revolving
Commitment of that Revolving Lender and the other interests of that Revolving
Lender (the "originating Lender") hereunder and under the other Loan Documents;
provided, however, that (i) the originating Lender's obligations under this
Agreement shall remain unchanged, (ii) the originating Lender shall remain
solely responsible for the performance of such obligations, (iii) the Company,
the Issuing Lender and the Administrative Agent shall continue to deal solely
and directly with the originating Lender in connection with the originating
Lender's rights and obligations under this Agreement and the other Loan
Documents and (iv) no Revolving Lender shall transfer or grant any participating
interest under which the Participant has rights to approve any amendment to, or
any consent or waiver with respect to, this Agreement or any other Loan
Document, except to the extent such amendment, consent or waiver would require
unanimous consent of the Revolving Lenders as described in the first proviso to
Section 15.1. In the case of any such participation, the Participant shall be
entitled to the benefit of Sections 4.1, 4.3 and 15.5 as though it were also a
Revolving Lender hereunder, and if amounts outstanding under this Agreement are
due and unpaid, or shall have been declared or shall have become due and payable
upon the occurrence of a Revolving Loan Event of Default, each Participant shall
be deemed to have the right of set-off 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 Revolving Lender under
this Agreement.

1.                Notwithstanding any other provision in this Agreement, any
Revolving Lender may at any time create a security interest in, or pledge, all
or any portion of its rights under and interest in this Agreement and the Note
held by it in favor of any Federal Reserve Bank in accordance with Regulation A
of the FRB or U.S. Treasury Regulation 31 CFR Section 203.14, and such Federal
Reserve Bank may enforce such pledge or security interest in any manner
permitted under applicable law.

2.                Notwithstanding the foregoing, but subject to the terms of the
Revolving/Term Loan Intercreditor Agreement, the Term Lender may at any time
transfer to, or pledge or create a security interest in favor of, any Person all
or any portion of its


<PAGE>   149

rights under and interests in this Agreement and the other Loan Documents
(including, without limitation, the Note held by it). Upon any such transfer
(but not any such pledge or grant of a security interest prior to the pledgee's
or secured party's foreclosure thereon), the transferee shall succeed to all of
the rights of the Term Lender hereunder and under the other Loan Documents with
respect to the rights so assigned or transferred and may enforce such rights as
if it were the original Term Lender hereunder. The beneficiary of any such
pledge or grant of a security interest may enforce such pledge or security
interest in any manner permitted under applicable law.

A.                Confidentiality. Each Lender agrees to take and to cause its
Affiliates to take normal and reasonable precautions and exercise due care to
maintain the confidentiality of all information identified as "confidential" or
"secret" by the Company and provided to it by the Company or any Subsidiary, or
by the Administrative Agent on such Company's or Subsidiary's behalf, under this
Agreement or any other Loan Document, and neither it nor any of its Affiliates
shall use any such information other than in connection with or in enforcement
of this Agreement and the other Loan Documents or in connection with other
business now or hereafter existing or contemplated with the Company or any
Subsidiary; except to the extent such information (i) was or becomes generally
available to the public other than as a result of disclosure by the Lender, or
(ii) was or becomes available on a non-confidential basis from a source other
than the Company, provided that such source is not bound by a confidentiality
agreement with the Company known to the Lender; provided, however, that any
Lender may disclose such information (A) at the request or pursuant to any
requirement of the National Association of Insurance Commissioners or any
Governmental Authority to which the Lender is subject or in connection with an
examination of such Lender by any such authority; (B) pursuant to subpoena or
other court process; (C) when required to do so in accordance with the
provisions of any applicable Requirement of Law; (D) to the extent reasonably
required in connection with any litigation or proceeding to which the
Administrative Agent, any Lender or their respective Affiliates may be party;
(E) to the extent reasonably required in connection with the exercise of any
remedy hereunder or under any other Loan Document; (F) to such Lender's
independent auditors and other professional advisors; (G) to any Participant or
Assignee, actual or potential, provided that such Person agrees in writing to
keep such information confidential to the same extent required of the Lenders
hereunder; (H) as to any Lender or its Affiliate, as expressly permitted under
the terms of any other document or agreement regarding confidentiality to which
the Company or any Subsidiary is party or is deemed party with such Lender or
such Affiliate; and (I) to its Affiliates.

A.                Set-off. In addition to any rights and remedies of the
Revolving Lenders provided by law, if a Revolving Loan Event of Default exists
or the Revolving Loans have been accelerated, each Revolving Lender is
authorized at any time and from time to time, without prior notice to the
Company, any such notice being waived by the Company to the fullest extent
permitted by law, to set off and apply any and all deposits (general or special,
time or demand, provisional or final) at any time held by, and other
indebtedness at any time owing by, such Revolving Lender to or for the credit or
the


<PAGE>   150

account of the Company against any and all Obligations owing to such Revolving
Lender, now or hereafter existing, irrespective of whether or not the
Administrative Agent or such Revolving Lender shall have made demand under this
Agreement or any Loan Document and although such Obligations may be contingent
or unmatured. Each Revolving Lender agrees promptly to notify the Company and
the Administrative Agent after any such set-off and application made by such
Revolving Lender; provided, however, that the failure to give such notice shall
not affect the validity of such set-off and application.

A.                Automatic Debits of Fees. With respect to any commitment fee,
arrangement fee, letter of credit fee or other fee, or any other cost or expense
(including Attorney Costs) due and payable to the Administrative Agent, the
Issuing Lender, Bank of America or the Arranger under the Loan Documents, the
Company hereby irrevocably authorizes Bank of America to debit any deposit
account of the Company with Bank of America in an amount such that the aggregate
amount debited from all such deposit accounts does not exceed such fee or other
cost or expense. If there are insufficient funds in such deposit accounts to
cover the amount of the fee or other cost or expense then due, such debits will
be reversed (in whole or in part, in Bank of America's sole discretion) and such
amount not debited shall be deemed to be unpaid. No such debit under this
Section shall be deemed a set-off.

A.                Notification of Addresses, Lending Offices, etc. Each Lender
shall notify the Administrative Agent in writing of any changes in the address
to which notices to the Lender should be directed, of addresses of any Lending
Office, of payment instructions in respect of all payments to be made to it
hereunder and of such other administrative information as the Administrative
Agent shall reasonably request.

A.                Counterparts. This Agreement may be executed in any number of
separate counterparts, each of which, when so executed, shall be deemed an
original, and all of said counterparts taken together shall be deemed to
constitute but one and the same instrument.

A.                Severability. The illegality or unenforceability of any
provision of this Agreement or any instrument or agreement required hereunder
shall not in any way affect or impair the legality or enforceability of the
remaining provisions of this Agreement or any instrument or agreement required
hereunder.

A.                No Third Parties Benefited. This Agreement is made and entered
into for the sole protection and legal benefit of the Company, the Lenders, the
Administrative Agent and the Agent-Related Persons, and their permitted
successors and assigns, and no other Person shall be a direct or indirect legal
beneficiary of, or have any direct or indirect cause of action or claim in
connection with, this Agreement or any of the other Loan Documents.

1.                Governing Law and Jurisdiction. THIS AGREEMENT AND THE NOTES
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE


<PAGE>   151

WITH, THE LAW OF THE STATE OF ILLINOIS; PROVIDED THAT THE ADMINISTRATIVE AGENT,
THE LENDERS AND THE BORROWER SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.

1.                ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT
OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF ILLINOIS
OR OF THE UNITED STATES FOR THE NORTHERN DISTRICT OF ILLINOIS, AND BY EXECUTION
AND DELIVERY OF THIS AGREEMENT, EACH OF THE COMPANY, THE ADMINISTRATIVE AGENT
AND THE LENDERS CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE
NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH OF THE COMPANY, THE
ADMINISTRATIVE AGENT AND THE LENDERS IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING
ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON
CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR
PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS AGREEMENT OR ANY DOCUMENT
RELATED HERETO. THE COMPANY, THE ADMINISTRATIVE AGENT AND THE LENDERS EACH WAIVE
PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE
BY ANY OTHER MEANS PERMITTED BY ILLINOIS LAW.

A.                Waiver of Jury Trial. THE COMPANY, THE LENDERS AND THE
ADMINISTRATIVE AGENT EACH WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OF
ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS
AGREEMENT, THE OTHER LOAN DOCUMENTS, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR
THEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY
ANY OF THE PARTIES AGAINST ANY OTHER PARTY OR ANY AGENT-RELATED PERSON,
PARTICIPANT OR ASSIGNEE, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS,
OR OTHERWISE. THE COMPANY, THE LENDERS AND THE ADMINISTRATIVE AGENT EACH AGREE
THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A
JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR
RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO
ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART,
TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR THE OTHER LOAN
DOCUMENTS OR ANY PROVISION HEREOF OR THEREOF. THIS WAIVER SHALL APPLY TO ANY
SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT
AND THE OTHER LOAN DOCUMENTS.


<PAGE>   152

A.                Entire Agreement. This Agreement, together with the other Loan
Documents, embodies the entire agreement and understanding among the Company,
the Lenders and the Administrative Agent, and supersedes all prior or
contemporaneous agreements and understandings of such Persons, verbal or
written, relating to the subject matter hereof and thereof.

A.                No Personal Liability of Directors, Officers, Employees and
Stockholders. No director, officer, employee, incorporator or stockholder of the
Company, as such, shall have any liability for any Obligations of the Company
under this Agreement, or for any claim based on, in respect of, or by reason of,
such obligations or their creation. Each Lender waives and releases all such
liability. The waiver and release are part of the consideration for the Loans.


                            [SIGNATURE PAGES FOLLOW]


<PAGE>   153


         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.


                                AMERISERVE FOOD DISTRIBUTION, INC.

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


<PAGE>   154



                                BANK OF AMERICA, N.A.,
                                as Administrative Agent

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








                                  Fourth Amendment And Restated Credit Agreement
<PAGE>   155



                                BANK OF AMERICA, N.A., as
                                Issuing Lender and Revolving Lender


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



                                  Fourth Amendment And Restated Credit Agreement
<PAGE>   156



                                LASALLE BANK N.A.
                                as a Revolving Lender


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



                                  Fourth Amendment And Restated Credit Agreement
<PAGE>   157



                                TRANSAMERICA BUSINESS CREDIT CORPORATION,
                                as a Revolving Lender


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



                                  Fourth Amendment And Restated Credit Agreement
<PAGE>   158



                                AMERISERVE FINANCE TRUST,
                                as Term Lender


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



                                  Fourth Amendment And Restated Credit Agreement
<PAGE>   159



                                BAY VIEW FINANCIAL CORPORATION,
                                as a Revolving Lender


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



                                  Fourth Amendment And Restated Credit Agreement
<PAGE>   160



                                BHF (USA) CAPITAL CORPORATION,
                                as a Revolving Lender


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



                                  Fourth Amendment And Restated Credit Agreement
<PAGE>   161



                                FLEET CAPITAL CORPORATION,
                                as a Revolving Lender


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


                                  Fourth Amendment And Restated Credit Agreement
<PAGE>   162



                                FOOTHILL INCOME TRUST LP,
                                as a Revolving Lender

                                By: FIT, GP, LLC


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



                                  Fourth Amendment And Restated Credit Agreement
<PAGE>   163



                                FLEET BUSINESS CREDIT CORPORATION,
                                as a Revolving Lender


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



                                  Fourth Amendment And Restated Credit Agreement