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                                 CSK AUTO, INC.

                   THIRD AMENDED AND RESTATED CREDIT AGREEMENT

                         dated as of September 30, 1999

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


                                  $545,740,000
                                 Credit Facility

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                            THE CHASE MANHATTAN BANK,
                            as Administrative Agent,

                           DLJ CAPITAL FUNDING, INC.,
                              as Syndication Agent,

                                       and

                          LEHMAN COMMERCIAL PAPER INC.,
                             as Documentation Agent

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                             CHASE SECURITIES INC.,
                                       and
                           DLJ CAPITAL FUNDING, INC.,
                 as Joint Lead Arrangers and Joint Book Runners
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                                TABLE OF CONTENTS

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SECTION 1. DEFINITIONS...................................................     2
            1.1  Defined Terms...........................................     2
            1.2  Other Definitional Provisions...........................    24

SECTION 2. TERM LOANS....................................................    25
            2.1  Term Loans..............................................    25
            2.2  Repayment of Term Loans.................................    25
            2.3  Use of Proceeds.........................................    25

SECTION 3. AMOUNT AND TERMS OF REVOLVING
            CREDIT COMMITMENTS...........................................    25
            3.1  Revolving Credit Commitments............................    26
            3.2  Commitment Fee..........................................    26
            3.3  Proceeds of Revolving Credit Loans......................    27
            3.4  Swing Line Commitment...................................    27
            3.5  Issuance of Letters of Credit...........................    28
            3.6  Participating Interests.................................    29
            3.7  Procedure for Opening Letters of Credit.................    29
            3.8  Payments in Respect of Letters of Credit................    29
            3.9  Letter of Credit Fees...................................    30
            3.10  Letter of Credit Reserves..............................    30
            3.11  Further Assurances.....................................    32
            3.12  Obligations Absolute...................................    32
            3.13  Assignments............................................    32
            3.14  Participations.........................................    32

SECTION 4. GENERAL PROVISIONS APPLICABLE TO LOANS........................    33
            4.1  Procedure for Borrowing.................................    33
            4.2  Conversion and Continuation Options.....................    33
            4.3  Changes of Commitment Amounts...........................    34
            4.4  Optional and Mandatory Prepayments; Repayments of
                 Term Loans..............................................    35
            4.5  Interest Rates and Payment Dates........................    38
            4.6  Computation of Interest and Fees........................    39
            4.7  Certain Fees............................................    40
            4.8  Inability to Determine Interest Rate....................    40
            4.9  Pro Rata Treatment and Payments.........................    40
            4.10  Illegality.............................................    43
            4.11  Requirements of Law....................................    43
            4.12  Indemnity..............................................    46
            4.13  Repayment of Loans; Evidence of Debt...................    46
            4.14  Replacement of Lenders.................................    48

SECTION 5. REPRESENTATIONS AND WARRANTIES................................    48
            5.1  Financial Condition.....................................    48
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           5.2  No Change................................................    49
           5.3  Corporate Existence; Compliance with Law.................    49
           5.4  Corporate Power; Authorization...........................    50
           5.5  Enforceable Obligations..................................    50
           5.6  No Legal Bar.............................................    51
           5.7  No Material Litigation...................................    51
           5.8  Investment Company Act...................................    51
           5.9  Federal Regulation.......................................    52
           5.10  No Default..............................................    52
           5.11  Taxes...................................................    52
           5.12  Subsidiaries............................................    52
           5.13  Ownership of Property; Liens............................    52
           5.14  ERISA...................................................    53
           5.15  Collateral Documents....................................    54
           5.16  Copyrights, Permits, Trademarks and Licenses............    54
           5.17  Environmental Matters...................................    55
           5.18  Accuracy and Completeness of Information................    55
           5.19  Year 2000 Matters.......................................    56

SECTION 6. CONDITIONS PRECEDENT..........................................    56
           6.1  Conditions to Initial Loans and Letters of Credit........    56
           6.2  Conditions to All Loans and Letters of Credit............    59

SECTION 7. AFFIRMATIVE COVENANTS.........................................    60
           7.1  Financial Statements.....................................    60
           7.2  Certificates; Other Information..........................    61
           7.3  Payment of Obligations...................................    62
           7.4  Conduct of Business and Maintenance of Existence.........    62
           7.5  Maintenance of Property; Insurance.......................    63
           7.6  Inspection of Property; Books and Records; Discussions...    63
           7.7  Notices..................................................    63
           7.8  Environmental Laws.......................................    64
           7.9  Receipt of Stock Certificates and Subsidiary Guarantee,
                Subsidiary Security Agreement and Subsidiary Pledge
                Agreement or Supplements Thereto.........................    65

SECTION 8. NEGATIVE COVENANTS............................................    65
           8.1  Indebtedness.............................................    66
           8.2  Limitation on Liens......................................    67
           8.3  Limitation on Contingent Obligations.....................    69
           8.4  Prohibition of Fundamental Changes.......................    69
           8.5  Prohibition on Sale of Assets............................    70
           8.6  Limitation on Investments, Loans and Advances............    71
           8.7  Capital Expenditures.....................................    72
           8.8  Consolidated EBITDA......................................    73
           8.9  Debt to EBITDA...........................................    73
           8.10  Interest Coverage.......................................    74
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           8.11  Limitation on Dividends.................................    74
           8.12  Transactions with Affiliates............................    75
           8.13  Prepayments and Amendments of Permanent Subordinated
                 Debt....................................................    75
           8.14  Limitation on Changes in Fiscal Year....................    76
           8.15  Limitation on Lines of Business.........................    76
           8.16  Limitation on Interest Rate Agreements..................    76

SECTION 9. EVENTS OF DEFAULT.............................................    76

SECTION 10. THE ADMINISTRATIVE AGENT; THE ISSUING LENDER; OTHER AGENTS...    79
            10.1  Appointment............................................    80
            10.2  Delegation of Duties...................................    80
            10.3  Exculpatory Provisions.................................    80
            10.4  Reliance by Administrative Agent.......................    80
            10.5  Notice of Default......................................    81
            10.6  Non-Reliance on Administrative Agent, Syndication
                  Agent, Documentation Agent and Other Lenders...........    81
            10.7  Indemnification........................................    82
            10.8  The Administrative Agent, Syndication Agent and
                  Documentation Agent, Each in its Individual Capacity...    82
            10.9  Successor Agent........................................    82
            10.10  Issuing Lender as Issuer of Letters of Credit.........    83

SECTION 11. MISCELLANEOUS................................................    83
            11.1  Amendments and Waivers.................................    83
            11.2  Notices................................................    85
            11.3  No Waiver; Cumulative Remedies.........................    85
            11.4  Survival of Representations and Warranties.............    86
            11.5  Payment of Expenses and Taxes..........................    86
            11.6  Successors and Assigns; Participations and
                  Assignments............................................    87
            11.7  Adjustments; Setoff....................................    90
            11.8  Counterparts...........................................    91
            11.9  Governing Law; No Third Party Rights...................    92
            11.10  Submission to Jurisdiction; Waivers...................    92
            11.11  Releases..............................................    92
            11.12  Interest..............................................    93
            11.13  Special Indemnification...............................    93
            11.14  Permitted Payments and Transactions...................    94
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ANNEX A            Pricing Grid

SCHEDULES

Schedule I         List of Addresses for Notices; Lending Offices; Commitment
                     Amounts
Schedule 3.5(c)    Letters of Credit
Schedule 5.12      Subsidiaries
Schedule 5.13      Fee and Leased Properties
Schedule 5.15(b)   UCC Filing Offices
Schedule 5.16      Trademarks and Copyrights
Schedule 8.1(a)    Indebtedness to Remain Outstanding
Schedule 8.2       Existing Liens
Schedule 8.3(d)    Existing Contingent Obligations

EXHIBITS

EXHIBIT A          Form of Revolving Credit Note
EXHIBIT B          Form of Tranche B Note
EXHIBIT B-1        Form of Tranche B-1 Note
EXHIBIT B-2        Form of Tranche B-2 Note
EXHIBIT C          Form of Swing Line Note
EXHIBIT D          Form of Assignment and Acceptance
EXHIBIT E-1        Company Security Agreement
EXHIBIT E-2        Subsidiary Security Agreement
EXHIBIT F-1        Holdings Guarantee
EXHIBIT F-2        Subsidiary Guarantee
EXHIBIT G-1        Holdings Pledge Agreement
EXHIBIT G-2        Company Pledge Agreement
EXHIBIT G-3        Subsidiary Pledge Agreement
EXHIBIT H          Form of L/C Participation Certificate
EXHIBIT I          Form of Swing Line Loan Participation Certificate
EXHIBIT J-1        Form of Opinion of Gibson, Dunn & Crutcher LLP
EXHIBIT J-2        Form of Opinion of Bryan Cave LLP
EXHIBIT J-3        Form of Opinion of Ryan, Swanson & Cleveland PLLC, Washington
                     counsel to the Company
EXHIBIT K          Form of Subsection 4.11(d)(2) Certificate
EXHIBIT L-1        Form of Company Closing Certificate
EXHIBIT L-2        Form of Holdings Closing Certificate
EXHIBIT L-3        Form of Subsidiary Closing Certificate


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               THIRD AMENDED AND RESTATED CREDIT AGREEMENT, dated as of
September 30, 1999, among CSK AUTO, INC., an Arizona corporation (the
"Company"), the several lenders from time to time parties hereto (the
"Lenders"), THE CHASE MANHATTAN BANK, a New York banking corporation, as
administrative agent for the Lenders (in such capacity, the "Administrative
Agent"), DLJ CAPITAL FUNDING, INC., a Delaware corporation, as syndication agent
for the Lenders (in such capacity, the "Syndication Agent") and LEHMAN
COMMERCIAL PAPER INC., a Delaware corporation, as documentation agent for the
Lenders (in such capacity, the "Documentation Agent").

                              W I T N E S S E T H:

               WHEREAS, the Company, the several lenders from time to time
parties thereto, the Administrative Agent and the Documentation Agent entered
into a credit agreement, dated as of October 30, 1996 (as amended, supplemented
or otherwise modified, the "1996 Credit Agreement");

               WHEREAS, the Company entered into (a) an amended and restated
credit agreement, dated as of December 8, 1997, with the several lenders from
time to time parties thereto, the Administrative Agent and the Documentation
Agent (as amended, supplemented or otherwise modified to date, the "First
Amended and Restated Credit Agreement") to refinance the loans under the 1996
Credit Agreement (the "Refinancing") and to acquire (the "Trak West
Acquisition") all of the issued and outstanding capital stock of TRK Socal,
Inc., a Delaware corporation ("Socal"), to which certain assets of Trak Auto
Corporation, Trak Corporation d/b/a Trak Auto Corporation I and Super Trak
Corporation (collectively, "Trak West") were assigned or transferred on or prior
to the 1997 Closing Date (as hereinafter defined) pursuant to the Asset Purchase
Agreement between the Company and Trak West dated October 6, 1997 (the Trak West
Acquisition together with the Refinancing and the other transactions
contemplated hereby, collectively the "1997 Transaction") and (b) a second
amended and restated credit agreement, dated as of June 30, 1999, with the
several lenders from time to time parties thereto, the Administrative Agent and
the Documentation Agent (the "Existing Credit Agreement") to (i) acquire (the
"Big Wheel Acquisition") certain assets of APSCO Products Company d/b/a Big
Wheel/Rossi, a Minnesota corporation ("Big Wheel"), for a purchase price in cash
of approximately $60,000,000 and the repayment of existing debt of Big Wheel in
an aggregate amount of approximately $5,000,000 pursuant to the Asset Purchase
Agreement between the Company and Big Wheel, dated as of May 17, 1999, and (ii)
prepay (without reducing the Revolving Credit Commitments) the then outstanding
Revolving Credit Loans in an approximate amount of $60,000,000 (the
"Prepayment");

               WHEREAS, the Company intends to acquire (the "PAI Acquisition")
all of the issued and outstanding shares of capital stock of PACCAR Automotive,
Inc. (now known as Al's and Grand Auto Supply, Inc.), a Washington corporation
("PAI"), a wholly-owned subsidiary of PACCAR, Inc. (the "Seller"), for a
purchase price in cash of approximately $143,200,000, pursuant to a Stock
Purchase Agreement among the Company, PAI and the Seller, dated as of August 20,
1999 (as amended, supplemented or otherwise modified, the "Stock Purchase
Agreement");

               WHEREAS, the parties hereto have agreed to amend and restate the
Existing Credit Agreement (the "Amendment", together with the PAI Acquisition
and other transactions
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contemplated hereby and thereby, collectively, the "Transaction") as provided in
this Agreement; and

               NOW, THEREFORE, in consideration of the premises and mutual
agreements contained herein, and for other valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto agree that
on the Closing Date (as defined below) the Existing Credit Agreement shall be
amended and restated in its entirety as follows:

               SECTION 1. DEFINITIONS

               1.1 Defined Terms. As used in this Agreement, the terms defined
in the caption hereto shall have the meanings set forth therein, and the
following terms have the following meanings:

               "Adjustment Date": as defined in the Pricing Grid.

               "Administrative Agent": Chase, in its capacity as administrative
        agent hereunder.

               "Affiliate": of any Person (a) any Person (other than a
        Subsidiary) which, directly or indirectly, is in control of, is
        controlled by, or is under common control with such Person, (b) any
        Person who is a director or officer (i) of such Person, (ii) of any
        Subsidiary of such Person or (iii) of any Person described in clause (a)
        above or (c) in the case of a trust, its protectors or trustees, any
        Person who is or has been a beneficiary thereof, or any Person who is or
        has been able to appoint a beneficiary thereof. For purposes of this
        definition, control of a Person shall mean the power, direct or indirect
        (i) to vote 25% or more of the securities having ordinary voting power
        for the election of directors of such Person, whether by ownership of
        securities, contract, proxy or otherwise, or (ii) to direct or cause the
        direction of the management and policies of such Person, whether by
        ownership of securities, contract, proxy or otherwise.

               "Agents": collectively, the Administrative Agent, the Syndication
        Agent and the Documentation Agent.

               "Agreement": this Third Amended and Restated Credit Agreement, as
        amended, supplemented or modified from time to time.

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

               "Alternate Base Rate Lending Office": as to each Lender, the
        office of such Lender located within the United States which shall be
        making or maintaining Alternate Base Rate Loans.

               "Alternate Base Rate Loans": Loans at such time as they are made
        and/or being maintained at a rate of interest based upon the Alternate
        Base Rate.

               "Amendment": as defined in the recitals hereto.

               "Applicable Margin": (a) From the Closing Date until (and
        excluding) the Delivery Date, the Applicable Margins for the Tranche B
        Term Loans, Tranche B-1 Term Loans and Revolving Credit Loans (including
        the Swing Line Loans) shall be adjusted based upon the Company's
        Leverage Ratio as set forth in the Pricing Grid, which Leverage Ratio
        shall be determined from the Company's financial statements for the
        latest quarterly period delivered to the Administrative Agent and the
        Lenders, provided, that from the Closing Date until (and excluding) the
        Delivery Date, the Applicable Margins shall in no event be less than the
        following: (i) 0.75% for Revolving Credit Loans (including Swing Line
        Loans) which are Alternate Base Rate Loans and 1.75% for Revolving
        Credit Loans which are Eurodollar Loans; and (ii) 1.00% for the Tranche
        B Term Loans and Tranche B-1 Term Loans which are Alternate Base Rate
        Loans and 2.00% for the Tranche B Term Loans and Tranche B-1 Term Loans
        which are Eurodollar Loans. On the Delivery Date and on each Adjustment
        Date thereafter, the Applicable Margins for the Revolving Credit Loans
        (including the Swing Line Loans) and the Tranche B Term Loans and the
        Tranche B-1 Term Loans shall be adjusted based upon the Company's
        Leverage Ratio as set forth in the Pricing Grid.
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               (b) From the Closing Date until (and excluding) the Tranche B-2
        Delivery Date, the Applicable Margin for the Tranche B-2 Term Loans
        shall be based upon the Company's Leverage Ratio as set forth in the
        Pricing Grid, which Leverage Ratio shall be determined on the Closing
        Date based on the Company's financial statements for the latest
        quarterly period immediately prior to the Closing Date which are
        delivered to the Administrative Agent under the Existing Credit
        Agreement and adjusted to give effect on a pro forma basis to the PAI
        Acquisition. On the Tranche B-2 Delivery Date and on each Adjustment
        Date thereafter, the Applicable Margin for the Tranche B-2 Term Loans
        shall be adjusted based on the Company's Leverage Ratio as set forth in
        the Pricing Grid.

               "Asset Sale": any sale, sale-leaseback, or other disposition by
        the Company or any Subsidiary thereof of any of its property or assets,
        including the stock of any Subsidiary of the Company that is restricted
        by subsection 8.5 hereof, other than sales and dispositions permitted by
        subsections 8.5(a), (b), (c), (e), (f) and (g).

               "Assignee":  as defined in subsection 11.6(c).

               "Assignment and Acceptance": an assignment and acceptance
        substantially in the form of Exhibit D.

               "Available Revolving Credit Commitment": as to any Lender, at a
        particular time, an amount equal to (a) the amount of such Lender's
        Revolving Credit Commitment at such time, less (b) the sum of (i) the
        aggregate unpaid principal amount at such time of all Revolving Credit
        Loans made by such Lender pursuant to subsection 3.1, (ii) such Lender's
        Revolving Credit Commitment Percentage of the aggregate unpaid principal
        amount at such time of all Swing Line Loans, provided that for purposes
        of calculating the Revolving Credit Commitments pursuant to subsection
        3.2 the amount referred to in this clause (ii) shall be zero, (iii) such
        Lender's L/C Participating Interest in the aggregate amount available to
        be drawn at such time under all outstanding Letters of Credit issued by
        the Issuing Lender and (iv) such Lender's Revolving Credit Commitment
        Percentage of the aggregate outstanding amount of L/C Obligations;
        collectively, as to all the Lenders, the "Available Revolving Credit
        Commitments".

               "Base Amount": as defined in subsection 8.7(d).

               "benefitted Lender": as defined in subsection 11.7.

               "Big Wheel": as defined in the recitals hereto.

               "Big Wheel Acquisition":  as defined in the recitals hereto.

               "Board":  as defined in the definition of "Alternate Base Rate".

               "Borrowing Date": any Business Day specified in a notice pursuant
        to (a) subsection 3.4 or 4.1 as a date on which the Company requests the
        Swing Line Lender or the Lenders to make Loans hereunder or (b)
        subsection 3.5 as a date on which the Company requests the Issuing
        Lender to issue a Letter of Credit hereunder.
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               "Business Day": a day other than a Saturday, Sunday or other day
        on which commercial banks in New York City are authorized or required by
        law to close.

               "Capital Expenditures": for any period, all amounts which would,
        in accordance with GAAP, be set forth as capital expenditures (exclusive
        of any amount attributable to capitalized interest) on the consolidated
        statement of cash flows or other similar statement of the Company and
        its Subsidiaries for such period and shall in any event include
        expenditures to acquire all or a portion of the Capital Stock or assets
        of any Person (exclusive of expenditures for the acquisition of cash)
        but shall exclude any expenditures made with the proceeds of
        condemnation or eminent domain proceedings affecting real property or
        with insurance proceeds; provided that any Capital Expenditures financed
        with the proceeds of any Indebtedness permitted hereunder (other than
        Indebtedness incurred hereunder) shall be deemed to be a Capital
        Expenditure only in the period in which, and by the amount which, any
        principal of such Indebtedness is repaid.

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

               "Carmel Trust": the Carmel Trust, a trust governed by the laws
        of Canada.

               "Cash Equivalents": (a) securities issued or directly and fully
        guaranteed or insured by the United States of America or any agency or
        instrumentality thereof having maturities of not more than six months
        from the date of acquisition, (b) 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 or with
        any domestic commercial bank having capital and surplus in excess of
        $300,000,000, (c) repurchase obligations with a term of not more than
        seven days for underlying securities of the types described in clauses
        (a) and (b) entered into with any financial institution meeting the
        qualifications specified in clause (b) above, and (d) commercial paper
        issued by any Lender or the parent corporation of any Lender, and
        commercial paper rated A-1 or the equivalent thereof by Standard &
        Poor's Ratings Group or P-1 or the equivalent thereof by Moody's
        Investors Service, Inc. and in each case maturing within six months
        after the date of acquisition.

               "C/D Assessment Rate": for any day the net annual assessment rate
        (rounded upwards, if necessary, to the next 1/100 of 1%) determined by
        the Administrative Agent to be payable on such day to the Federal
        Deposit Insurance Corporation or any successor ("FDIC") for FDIC's
        insuring time deposits made in Dollars at offices of the Administrative
        Agent in the United States.

               "C/D Reserve Percentage": for any day as applied to any Base CD
        Rate, that percentage (expressed as a decimal) which is in effect on
        such day, as prescribed by the Board for determining maximum reserve
        requirement for a Depositary Institution (as defined in Regulation D of
        the Board) in respect of new non-personal time deposits in Dollars
        having a maturity of 30 days or more.
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               "Change in Law": with respect to any Lender, the adoption of any
        law, rule, regulation, policy, guideline or directive (whether or not
        having the force of law) or any change therein or in the interpretation
        or application thereof by any Governmental Authority having jurisdiction
        over such Lender, in each case after the Closing Date.

               "Change of Control": shall be considered to have occurred if
        (a)(1) any "person" or "group" (as such terms are used in Sections 13(d)
        and 14(d) of the Securities Exchange Act of 1934, as amended), whether
        acting singly or in concert with one or more "person" or "group", other
        than the Initial Shareholders or any Person acting in the capacity of an
        underwriter, shall, directly or indirectly, have acquired, or acquire
        the power to vote or direct the voting of, 30% or more on a fully
        diluted basis, of the outstanding Capital Stock of Holdings or (2)
        during any period of two consecutive calendar years, individuals who at
        the beginning of such period constituted the board of directors of
        Holdings together with any new members of such board of directors whose
        elections by such board of directors or whose nomination for election by
        the stockholders of Holdings was approved by a vote of a majority of the
        members of such board of directors then still in office who either were
        directors at the beginning of such period or whose election or
        nomination for election was previously so approved shall cease for any
        reason to constitute a majority of the directors of Holdings then in
        office, or (b) Holdings shall cease to own and control directly, of
        record and beneficially, 100% of each class of outstanding Capital Stock
        of the Company, free and clear of all Liens, other than Liens in favor
        of the Administrative Agent and the Lenders pursuant to the Credit
        Documents.

               "Chase": The Chase Manhattan Bank, a New York banking
        corporation, and its successors.

               "Class": (a) as to any Loan, its designation as a Tranche B Term
        Loan, Tranche B-1 Term Loan, Tranche B-2 Term Loan or Revolving Credit
        Loan and (b) as to any Commitment, its designation as a Tranche B Term
        Loan Commitment, Tranche B-1 Term Loan Commitment, Tranche B-2 Term Loan
        Commitment or Revolving Credit Commitment.

               "Closing Date": the date (which shall be on or prior to November
        15, 1999) on which the Lenders make their initial Loans herein.

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

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

               "Commercial L/C": a commercial documentary Letter of Credit under
        which the Issuing Lender agrees to make payments in Dollars for the
        account of the Company, on behalf of the Company or a Subsidiary
        thereof, in respect of obligations of the Company or such Subsidiary in
        connection with the purchase of goods or services in the ordinary course
        of business.

               "Commitment": as to any Lender at any time, such Lender's Swing
        Line Commitment, Tranche B Term Loan Commitment, Tranche B-1 Term Loan
        Commitment,
<PAGE>   12
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        Tranche B-2 Term Loan Commitment and Revolving Credit Commitment;
        collectively, as to all the Lenders, the "Commitments".

               "Commitment Fee Rate":  as specified on the Pricing Grid.

               "Commitment Percentage": as to any Lender at any time, its
        Tranche B Term Loan Commitment Percentage, Tranche B-1 Term Loan
        Commitment Percentage, Tranche B-2 Term Loan Commitment Percentage or
        Revolving Credit Commitment Percentage, as the context may require.

               "Commonly Controlled Entity": an entity, whether or not
        incorporated, which is under common control with the Company within the
        meaning of Section 414(b) or (c) of the Code.

               "Company":  CSK Auto, Inc., an Arizona corporation.

               "Company Pledge Agreement": the Company Pledge Agreement, dated
        as of June 22, 1999 made by the Company in favor of the Administrative
        Agent for the ratable benefit of the Lenders, a copy of which is
        attached hereto as Exhibit G-2, as the same may be amended, modified or
        supplemented from time to time.

               "Company Security Agreement": the Company Security Agreement,
        dated as of October 30, 1996, made by the Company in favor of the
        Administrative Agent for the ratable benefit of the Lenders, a copy of
        which is attached hereto as Exhibit E-1, as the same may be amended,
        modified or supplemented from time to time.

               "Consolidated Current Assets": at a particular date, all amounts
        which would, in conformity with GAAP, be included under current assets
        on a consolidated balance sheet of the Company and its Subsidiaries as
        at such date.

               "Consolidated Current Liabilities": at a particular date, all
        amounts which would, in conformity with GAAP, be included under current
        liabilities on a consolidated balance sheet of the Company and its
        Subsidiaries as at such date, excluding the current portion of long-term
        debt and the entire outstanding principal amount of the Revolving Credit
        Loans.

               "Consolidated EBITDA": for any period, the Consolidated Net
        Income of the Company and its Subsidiaries for such period, plus,
        without duplication and to the extent reflected as a charge in the
        statement of such Consolidated Net Income for such period, the sum of
        (a) total income tax expense (including any tax benefit or expense
        related to the dividend on any preferred stock), (b) interest expense,
        amortization or writeoff of debt discount, debt issuance, warrant and
        other equity (including any preferred stock) issuance costs and
        commissions, discounts, redemption premium and other fees and charges
        associated with the Loans (including commitment fees and other periodic
        bank charges), Standby L/Cs, the Permanent Subordinated Debt or with the
        acquisition or repayment of any debt securities of the Company permitted
        hereunder, and net costs associated with Interest Rate Agreements to
        which the Company is a party in respect of the Loans, (c) costs of
        surety bonds, (d) depreciation and amortization expense, (e)
        amortization of inventory write-up under APB 16, amortization of
        intangibles (including, but not limited to, goodwill and costs
<PAGE>   13
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        of interest-rate caps, leasehold interests and the cost of
        non-competition agreements) and organization costs, (f) non-cash
        amortization of Financing Leases, (g) franchise taxes, (h) all cash
        dividend payments, (i) any fees and expenses incurred in connection with
        the June 30, 1999 Transaction and the Transaction, (j) any other
        write-downs, write-offs, minority interests and other non-cash charges
        in determining such Consolidated Net Income for such period and (k) all
        extraordinary losses in determining such Consolidated Net Income for
        such period, and minus, without duplication and to the extent reflected
        as a credit in the statement of such Consolidated Net Income for such
        period, the sum of (A) extraordinary gains, (B) non-cash income and (C)
        non-cash gains; provided that: (i) the cumulative effect of a change in
        accounting principles (effected either through cumulative effect
        adjustment or a retroactive application) shall be excluded and (ii) the
        impact of foreign currency translations shall be excluded.

               "Consolidated Funded Indebtedness": at a particular date, all
        Indebtedness (other than Indebtedness described in clauses (b), (c) or
        (d) (but only to the extent such Indebtedness consists of leases entered
        into in connection with the Real Estate Financing Agreement which on the
        Closing Date would be classified as off-balance sheet operating leases
        but which, due to a change in Securities and Exchange Commission
        regulations, accounting requirements or the opinion of the Company's
        auditors, are included as on-balance sheet indebtedness) of the
        definition of "Indebtedness" included in this subsection 1.1) of the
        Company and its Subsidiaries determined on a consolidated basis in
        accordance with GAAP at such date.

               "Consolidated Net Income": for any period, net income of the
        Company and its Subsidiaries, determined on a consolidated basis in
        accordance with GAAP; provided that: (i) the net income (but not loss)
        of any Person that is not a Subsidiary or that is accounted for by the
        equity method of accounting shall be included only to the extent of the
        amount of dividends or distributions paid in cash to the Company or a
        wholly-owned Subsidiary, (ii) 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 and (iii) net income of any
        Subsidiary shall be excluded to the extent that the declaration or
        payment of dividends or similar distributions by that Subsidiary of that
        net income is prohibited or not permitted at the date of determination.

               "Consolidated Senior Funded Indebtedness": the Consolidated
        Funded Indebtedness minus the Permanent Subordinated Debt and other
        subordinated Indebtedness permitted pursuant to subsection 8.1(d).

               "Contingent Obligation": as to any Person, any obligation of such
        Person guaranteeing or in effect guaranteeing any Indebtedness,
        dividends or other obligations ("primary obligations") of any other
        Person (the "primary obligor") in any manner, whether directly or
        indirectly, including, without limitation, any obligation of such
        Person, whether or not contingent (a) to purchase any such primary
        obligation or any property constituting direct or indirect security
        therefor, (b) to advance or supply funds (i) for the purchase or payment
        of any such primary obligation or (ii) to maintain working capital or
        equity capital of the primary obligor or otherwise to maintain the net
        worth or solvency of the primary obligor, (c) 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
<PAGE>   14
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        payment of such primary obligation or (d) otherwise to assure or hold
        harmless the owner of any such primary obligation against loss in
        respect thereof; provided, however, that the term Contingent Obligation
        shall not include endorsements of instruments for deposit or collection
        in the ordinary course of business. The amount of any Contingent
        Obligation shall be deemed to be an amount equal to the stated or
        determinable amount (based on the maximum reasonably anticipated net
        liability in respect thereof as determined by the Company in good faith)
        of the primary obligation or portion thereof in respect of which such
        Contingent Obligation is made or, if not stated or determinable, the
        maximum reasonably anticipated net liability in respect thereof
        (assuming such Person is required to perform thereunder) as determined
        by the Company in good faith.

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

               "Credit Documents": the collective reference to this Agreement,
        the Notes, the Pledge Agreements, the Security Agreements and the
        Guarantees.

               "Credit Parties": the collective reference to Holdings, the
        Company and each Subsidiary of the Company from time to time party to a
        Guarantee.

               "Default": any of the events specified in Section 9, whether or
        not any requirement for the giving of notice, the lapse of time, or
        both, has been satisfied.

               "Delivery Date": the date on which the Company shall have
        delivered to the Administrative Agent and the Lenders its quarterly
        financial statements for the fiscal quarter ending October 31, 1999.

               "DLJ":  DLJ Capital Funding, Inc., a Delaware corporation.

               "Documentation Agent": Lehman, in its capacity as documentation
        agent hereunder.

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

               "Domestic Subsidiary": any Subsidiary of the Company other than
        a Foreign Subsidiary.

               "Environmental Laws": any and all Federal, state, local or
        municipal laws, rules, orders, regulations, statutes, ordinances, codes,
        decrees or requirements of any Governmental Authority or requirements of
        law (including court-ordered requirements of common law) regulating or
        imposing liability or standards of conduct concerning, environmental or
        public health protection matters, including, without limitation,
        Hazardous Materials, as now or may at any time hereafter be in effect.

               "Environmental Reports": the Phase 1 environmental assessments
        covering certain owned and leased real properties of the Company and its
        Subsidiaries made available by the Company to the Administrative Agent
        prior to the date of the 1996 Credit Agreement.
<PAGE>   15
                                                                  EXECUTION COPY


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

               "Eurocurrency Reserve Requirements": as defined in the definition
        of Eurodollar Rate.

               "Eurodollar Lending Office": as to any Lender the office of such
        Lender which shall be making or maintaining Eurodollar Loans.

               "Eurodollar Loans": Loans at such time as they are made and/or
        being maintained at a rate of interest based upon a Eurodollar Rate.

               "Eurodollar Rate": with respect to each day during any Interest
        Period for any Eurodollar Loan, the rate per annum equal to the quotient
        of (a) the average (rounded upwards to the nearest whole multiple of one
        sixteenth of one percent) of the respective rates notified to the
        Administrative Agent by the Reference Lender as the rate at which each
        of their Eurodollar Lending Offices is offered Dollar deposits two
        Business Days prior to the beginning of such Interest Period in the
        interbank eurodollar market where the foreign currency and exchange
        operations of such Eurodollar Lending Office are customarily conducted
        at or about 10:00 A.M., New York City time, for delivery on the first
        day of such Interest Period for the number of days comprised therein and
        in an amount comparable to the amount of the Eurodollar Loan of such
        Reference Lender to be outstanding during such Interest Period, divided
        by (b) a number equal to 1.00 minus the aggregate (without duplication)
        of the rates (expressed as a decimal) of reserve requirements current on
        such day (including, without limitation, basic, supplemental, marginal
        and emergency reserves under any regulations of the Board or other
        Governmental Authority having jurisdiction with respect thereto), as now
        and from time to time hereafter in effect, dealing with reserve
        requirements prescribed for Eurocurrency funding (currently referred to
        as "Eurocurrency liabilities" in Regulation D of such Board) maintained
        by a member bank of such System (such rates of reserve requirements
        being referred to herein as "Eurocurrency Reserve Requirements") (such
        Eurodollar Rate to be rounded upwards, if necessary, to the next higher
        1/100 of one percent).

               "Event of Default": any of the events specified in Section 9,
        provided that any requirement for the giving of notice, the lapse of
        time, or both, has been satisfied.

               "Excess Cash Flow": at the end of any fiscal year of the Company
        ending on or after January 31, 2000, the excess of (a) the sum, without
        duplication, of (i) Consolidated EBITDA for the period from February 1,
        1998 to the end of such fiscal year and (ii) extraordinary cash gains
        with respect to such period over (b) the sum, without duplication, of
        (i) the aggregate amount actually paid by the Company and its
        Subsidiaries in cash since February 1, 1998 on account of capital
        expenditures (other than capital expenditures made with the proceeds of
        eminent domain or condemnation proceedings to the extent such proceeds
        are not included in the determination of Consolidated EBITDA for such
        period), (ii) the aggregate amount of payments of principal in respect
        of any Indebtedness since February 1, 1998 (other than any such payments
        of principal pursuant to subsections 4.4(b)(i), (ii), (iii) and (iv) or
        any such payment of principal in respect of any revolving credit
        facility to the extent that there is not an equivalent reduction in such
        facility), (iii)
<PAGE>   16
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        increases in working capital (calculated as Consolidated Current Assets
        at the end of such period minus Consolidated Current Liabilities as at
        the end of such period) of the Company and its Subsidiaries since
        February 1, 1998 (excluding any increase in cash or Cash Equivalents
        above an increase deemed in good faith by the Company to be necessary or
        desirable for the operation of the business of the Company and its
        Subsidiaries), (iv) cash interest expense (including fees paid in
        connection with Letters of Credit, surety bonds, commitment fees and
        other periodic bank charges) of the Company since February 1, 1998, (v)
        the amount of dividends actually paid in cash by the Company to Holdings
        to the extent not deducted from revenues in determining Consolidated Net
        Income of the Company and its Subsidiaries for such period, by
        subsections 8.11(c)(i) and (ii), (vi) the amount of taxes actually paid
        in cash by the Company and its Subsidiaries since February 1, 1998
        either during such period or within a normal payment period thereof,
        (vii) the amount of cash actually paid to repurchase Capital Stock of
        Holdings pursuant to subsection 8.11(c)(iii) since February 1, 1998,
        (viii) extraordinary cash losses with respect to such period, (ix) any
        fees and expenses incurred in connection with the June 30, 1999
        Transaction and the Transaction and (x) to the extent added to
        Consolidated Net Income of the Company and its Subsidiaries in
        calculating Consolidated EBITDA for such period, the net cost of
        Interest Rate Agreements, franchise taxes and management fees during
        such period.

               "Existing Credit Agreement":  as defined in the recitals hereto.

               "Fee Property":  as defined in subsection 5.13.

               "Financing Lease": (a) any lease of property, real or personal,
        the obligations under which are capitalized on a consolidated balance
        sheet of the Company and its consolidated Subsidiaries and (b) any other
        such lease to the extent that the then present value of any rental
        commitment thereunder should, in accordance with GAAP, be capitalized on
        a balance sheet of the lessee.

               "First Amended and Restated Credit Agreement": as defined in the
        recitals hereto.

               "Foreign Subsidiary": any Subsidiary of the Company which is not
        organized under the laws of the United States of America or any state
        thereof or the District of Columbia.

               "GAAP": generally accepted accounting principles in the United
        States of America in effect from time to time.

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

               "Guarantees": the collective reference to the Holdings Guarantee,
        the Subsidiary Guaranty and any other guarantee which may from time to
        time be executed and delivered by a Subsidiary of the Company pursuant
        to subsection 8.6(b).

               "Hazardous Materials": any hazardous materials, hazardous wastes,
        hazardous pesticides, hazardous or toxic substances, defined, listed,
        classified or regulated as such in or under any Environmental Law,
        including, without limitation, asbestos, petroleum, any other
<PAGE>   17
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        petroleum products (including gasoline, crude oil or any fraction
        thereof) polychlorinated biphenyls and urea-formaldehyde insulation.

               "Holdings":  CSK Auto Corporation, a Delaware corporation.

               "Holdings Guarantee": the Holdings Guarantee, dated as of October
        30, 1996, made by Holdings in favor of the Administrative Agent for the
        ratable benefit of the Lenders, a copy of which is attached hereto as
        Exhibit F-1, as the same may be amended, modified or supplemented from
        time to time.

               "Holdings Pledge Agreement": the Holdings Pledge Agreement, dated
        as of October 30, 1996, made by Holdings in favor of the Administrative
        Agent for the ratable benefit of the Lenders, a copy of which is
        attached hereto as Exhibit G-1, as the same may be amended, modified or
        supplemented from time to time.

               "Indebtedness": of a Person, at a particular date, (a) all
        indebtedness of such Person for borrowed money or for the deferred
        purchase price of property or services, (b) the undrawn face amount of
        all letters of credit issued for the account of such Person and, without
        duplication, all drafts drawn thereunder and unpaid reimbursement
        obligations with respect thereto, (c) all liabilities (other than Lease
        Obligations) secured by any Lien on any property owned by such Person,
        even though such Person has not assumed or become liable for the payment
        thereof, (d) Financing Leases and (e) all indebtedness of such Person
        arising under acceptance facilities; but excluding (i) trade and other
        accounts payable and accrued expenses payable in the ordinary course of
        business, (ii) letters of credit supporting the purchase of goods in the
        ordinary course of business and expiring no more than six months from
        the date of issuance and (iii) obligations in respect of Interest Rate
        Agreements.

               "indemnified liabilities":  as defined in subsection 11.5.

               "Initial Shareholders": (a) INVESTCORP S.A. and its Affiliates
        (provided that for purposes of clauses (a) and (b) of this definition
        only, the reference to 25% in the definition of Affiliate contained in
        this subsection 1.1 shall be deemed to be 51%) and Subsidiaries
        (collectively, the "Investcorp Shareholders") and (b) the Carmel Trust
        and its beneficiaries and their respective immediate family members,
        heirs, estate, administrators and executors and trusts benefitting them
        and Affiliates thereof.

               "Insolvency": with respect to a Multiemployer Plan, the
        condition that such Plan is insolvent within the meaning of such term as
        used in Section 4245 of ERISA.

               "Installment Payment Date":  as defined in subsection 4.4(c).

               "Interest Coverage Ratio": on the last day of any fiscal quarter
        of the Company, the ratio of (a) Consolidated EBITDA for the period of
        four fiscal quarters ending on such day to (b) cash interest expense
        (excluding fees payable on account of Letters of Credit and, to the
        extent included in interest expense in accordance with GAAP, net costs
        associated with Interest Rate Agreements to which the Company is party
        in respect of the Loans, amortization of debt discount (including
        discount of liabilities and reserves established under APB 16), costs of
        debt issuance and interest expense on customer deposits) for the period
<PAGE>   18
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        described in clause (a) above net of interest income, in each case for
        or during such period on a consolidated basis for the Company and its
        Subsidiaries.

               "Interest Payment Date": (a) as to Alternate Base Rate Loans, the
        last day of each March, June, September and December, commencing on the
        first such day to occur after any Alternate Base Rate Loans are made or
        any Eurodollar Loans are converted to Alternate Base Rate Loans, (b) as
        to any Eurodollar Loan in respect of which the Company has selected an
        Interest Period of one, two or three months, the last day of such
        Interest Period and (c) as to any Eurodollar Loan in respect of which
        the Company has selected an Interest Period longer than three months, on
        each successive date three months after the first day of such Interest
        Period.

               "Interest Period":  with respect to any Eurodollar Loan:

                      (a) initially, the period commencing on, as the case may
               be, the Borrowing Date or conversion date with respect to such
               Eurodollar Loan and ending one, two, three, six or, if and when
               available to all the relevant Lenders, nine or twelve months
               thereafter as selected by the Company in its notice of borrowing
               as provided in subsection 4.1 or its notice of conversion as
               provided in subsection 4.2; and

                      (b) thereafter, each period commencing on the last day of
               the next preceding Interest Period applicable to such Eurodollar
               Loan and ending one, two, three, six or, if and when available to
               all the relevant Lenders, nine or twelve months thereafter as
               selected by the Company by irrevocable notice to the
               Administrative Agent not less than three Business Days prior to
               the last day of the then current Interest Period with respect to
               such Eurodollar Loan;

        provided that the foregoing provisions relating to Interest Periods are
        subject to the following:

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

                      (B) any Interest Period that would otherwise extend beyond
               (i) in the case of an Interest Period for a Term Loan, the final
               Installment Payment Date for such Term Loan shall end on such
               Installment Payment Date or, if such Installment Payment Date
               shall not be a Business Day, on the next preceding Business Day
               and (ii) in the case of any Interest Period for a Revolving
               Credit Loan, the Revolving Credit Termination Date shall end on
               the Revolving Credit Termination Date, or if the Revolving Credit
               Termination Date shall not be a Business Day, on the next
               preceding Business Day;

                      (C) if the Company shall fail to give notice as provided
               above in clause (b), it shall be deemed to have selected a
               conversion of a Eurodollar Loan into an
<PAGE>   19
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               Alternate Base Rate Loan (which conversion shall occur
               automatically and without need for compliance with the conditions
               for conversion set forth in subsection 4.2);

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

                      (E) the Company shall select Interest Periods so as not to
               require a prepayment (to the extent practicable) or a scheduled
               payment of a Eurodollar Loan during an Interest Period for such
               Eurodollar Loan.

               "Interest Rate Agreement": any interest rate swap agreement,
        interest rate cap agreement, interest rate collar agreement, currency
        hedge agreement or other similar agreement or arrangement; provided that
        the amount of any such Interest Rate Agreement for purposes of
        subsection 9(e) shall be based on calculation of payments for early
        termination in a reasonable manner in accordance with customary industry
        practices.

               "Inventory": as defined in the Uniform Commercial Code as in
        effect in the State of New York; and, with respect to the Company and
        its Subsidiaries, all such Inventory of the Company or such Subsidiary
        including, without limitation, all finished goods, wares and
        merchandise, finished or unfinished parts, components, assemblies held
        for sale to third party customers by the Company or such Subsidiary.

               "Investcorp Shareholders": as defined in the definition of
        "Initial Shareholders."

               "Investors": Investcorp Investment Equity Limited and certain of
        its Affiliates and other international investors and the Carmel Trust
        and its Affiliates.

               "Issuing Lender": Chase and any of its Affiliates, including
        Chase Bank Delaware or Wells Fargo Bank, N.A., at the discretion of the
        Company, as issuers of the Letters of Credit.

               "June 30, 1999 Transaction": collectively, the amendment and
        restatement of the First Amended and Restated Credit Agreement, the
        Prepayment, the Big Wheel Acquisition and other transactions
        contemplated thereby.

               "L/C Application": as defined in subsection 3.5(a).

               "L/C Obligations": the obligations of the Company to reimburse
        the Issuing Lender for any payments made by the Issuing Lender under any
        Letter of Credit that have not been reimbursed by the Company pursuant
        to subsection 3.8(a).

               "L/C Participating Interest": an undivided participating interest
        (equal to such Lender's Revolving Credit Commitment Percentage) in the
        face amount of each issued and outstanding Letter of Credit and the L/C
        Application relating thereto.

               "L/C Participation Certificate": the certificate in substantially
        the form of Exhibit H.


<PAGE>   20
                                                                  EXECUTION COPY

            "Lead Arrangers":  collectively, Chase Securities Inc. and
      DLJ, as joint lead arrangers and joint book runners.

            "Lease Obligations": of the Company and its Subsidiaries, as of the
      date of any determination thereof, the rental commitments of the Company
      and its Subsidiaries determined on a consolidated basis, if any, under
      leases for real and/or personal property (net of rental commitments from
      sub-leases thereof), excluding however, obligations under Financing
      Leases.

            "Leased Property": as defined in subsection 5.13.

            "Lehman": Lehman Commercial Paper Inc., a Delaware corporation.

            "Letters of Credit": the collective reference to the
      Commercial L/Cs and the Standby L/Cs; individually, a "Letter of
      Credit".

            "Leverage Ratio":  as defined in subsection 8.9(a).

            "Lien": any mortgage, pledge, hypothecation, assignment, deposit
      arrangement, encumbrance, lien (statutory or other), or preference,
      priority or other security agreement or preferential arrangement of any
      kind or nature whatsoever (including, without limitation, any conditional
      sale or other title retention agreement, any financing lease having
      substantially the same economic effect as any of the foregoing, and the
      filing of any financing statement under the Uniform Commercial Code or
      comparable law of any jurisdiction in respect of any of the foregoing
      except for the filing of financing statements in connection with Lease
      Obligations incurred by the Company or its Subsidiaries to the extent that
      such financing statements relate to the property subject to such Lease
      Obligations).

            "Loans":  the collective reference to the Swing Line Loans,
      the Term Loans and the Revolving Credit Loans; individually, a
      "Loan".

            "Maturity Date":  October 31, 2003.

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

            "Net Proceeds":  the aggregate cash proceeds received by
      Holdings, the Company or any Subsidiary of the Company in respect of:

                  (a) (i) any issuance or borrowing of any debt securities or
            loans by the Company or any Subsidiary other than debt or loans
            permitted to be incurred or borrowed pursuant to subsection 8.1 or
            (ii) any issuance of Capital Stock.

                  (b) any Asset Sale, excluding (i) any net proceeds
            received upon any condemnation or exercise of rights of eminent
            domain to the extent the same shall be deemed not to constitute Net
            Proceeds pursuant to the proviso to subsection 8.5(d) and (ii) any
            proceeds of insurance received upon any casualty or loss;
<PAGE>   21
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                  (c) any cash received in respect of substantially like-kind
            exchanges of property to the extent provided in the proviso to
            subsection 8.5(e); and

                  (d) any cash payments received in respect of promissory notes
            delivered to the Company or such Subsidiary in respect of an Asset
            Sale;

      in each case net of (without duplication) (A) the amount required to repay
      any Indebtedness (other than the Loans) secured by a Lien on any assets of
      the Company or a Subsidiary of the Company that are collateral for any
      such debt securities or loans that are sold or otherwise disposed of in
      connection with such Asset Sale, (B) the reasonable expenses (including
      legal fees and brokers' and underwriters' commissions, lenders fees or
      credit enhancement fees, in any case, paid to third parties or, to the
      extent permitted hereby, Affiliates) incurred in effecting such issuance
      or sale and (C) any taxes reasonably attributable to such sale and
      reasonably estimated by the Company or such Subsidiary to be actually
      payable.

            "1996 Credit Agreement":  as defined in the recitals hereto.

            "1997 Closing Date":  the date on which the Lenders made their
      initial Loans under the First Amended and Restated Credit Agreement.

            "1997 Transaction":  as defined in the recitals hereto.

            "Non-Funding Lender":  as defined in subsection 4.9(c).

            "Notes":  the collective reference to the Swing Line Note, the
      Revolving Credit Notes and the Term Loan Notes; each of the Notes, a
      "Note".

            "PAI":  as defined in the recitals hereto.

            "PAI Acquisition":  as defined in the recitals hereto.

            "Participants":  as defined in subsection 11.6(b).

            "Participating Lender":  any Lender (other than the Issuing
      Lender) with respect to its L/C Participating Interest in each
      Letter of Credit.

            "Payment Sharing Notice": a written notice from the Company or any
      Lender informing the Administrative Agent that an Event of Default has
      occurred and is continuing and directing the Administrative Agent to
      allocate payments thereafter received from or on behalf of the Company in
      accordance with the provisions of subsection 4.9.

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

            "Permanent Subordinated Debt": (a) the Indebtedness under the
      Permanent Subordinated Notes and (b) unsecured notes or debentures of the
      Company, subordinated to the prior payment of the Loans and the other
      obligations under the Credit Documents, that may be issued by the Company
      in order to refinance the Permanent Subordinated Debt,
<PAGE>   22
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      provided that (i) the maturity date, the interest rate, the scheduled
      amortization, the final maturity and the subordination provisions shall be
      at least as favorable to the Company and the Lenders as such refinanced
      Permanent Subordinated Debt and the other terms and conditions thereof
      (including, without limitation, the covenant and event of default
      provisions thereof but excluding any call protection provisions) taken as
      a whole shall be at least as favorable to the Company and the Lenders as
      such refinanced Permanent Subordinated Debt, (ii) no covenant contained in
      this Agreement or any of the other Credit Documents would be violated on
      the proposed issuance date after giving effect to (A) the issuance of such
      notes or debentures, (B) the payment of all issuance costs, commissions,
      discounts, redemption premiums and other fees and charges associated
      therewith, (C) the use of proceeds thereof and (D) the redemption,
      repayment, retirement and repurchase of all Indebtedness of the Company
      and its Subsidiaries to be redeemed, repaid or repurchased in connection
      therewith and (iii) substantially final drafts of the documentation
      governing any such notes or debentures, showing the terms thereof, shall
      have been furnished to the Lenders at least 10 days prior to the date of
      issuance of such notes or debentures.

            "Permanent Subordinated Note Indenture": the Indenture, dated
      as of October 30, 1996, between the Company and The Bank of New York
      (as successor to Wells Fargo, N.A.), as trustee.

            "Permanent Subordinated Notes":  the 11% senior subordinated
      notes due 2006 issued by the Company pursuant to the Permanent
      Subordinated Note Indenture.

            "Permitted Liens":  Liens permitted to exist under subsection
      8.2.

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

            "Plan": at any particular time, any employee benefit plan as defined
      in Section 3(3) of ERISA and not excluded by Section 4(b) of ERISA and in
      respect of which the Company or a Commonly Controlled Entity is (or, if
      such plan were terminated at such time, would under Section 4069 of ERISA
      be deemed to be) an "employer" as defined in Section 3(5) of ERISA.

            "Pledge Agreements": the collective reference to the Holdings Pledge
      Agreement, the Company Pledge Agreement, the Subsidiary Pledge Agreement
      and any pledge agreement previously executed and delivered to the
      Administrative Agent and from time to time executed and delivered by any
      Subsidiary of the Company providing for the pledge of the Capital Stock of
      any Subsidiary pursuant to subsection 8.6(b).

            "Prepayment":  as defined in the recitals hereto.

            "Pricing Grid": the pricing grid attached hereto as Annex A.

            "Pro Forma Balance Sheet":  as defined in subsection 5.1(c).
<PAGE>   23
                                                                  EXECUTION COPY

            "Real Estate Financing Agreement":  the arrangement which
      became effective on or about February 1, 1998, between Franchise
      Finance Corporation of America and the Company, or any other
      substantially similar arrangement.

            "Reference Lender":  Chase.

            "Refinancing":  as defined in the recitals hereto.

            "Refunded Swing Line Loans":  as defined in subsection 3.4(b).

            "Register":  as defined in subsection 11.6(d).

            "Regulation U":  Regulation U of the Board of Governors of the
      Federal Reserve System, as from time to time in effect.

            "Reorganization":  with respect to a Multiemployer Plan, the
      condition that such Plan is in reorganization as such term is used
      in Section 4241 of ERISA.

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

            "Required Lenders": at a particular time, the holders of at least
      51% of the sum of (i) the aggregate unpaid principal amount of the Term
      Loans, if any, and (ii) the Revolving Credit Commitments or, if the
      Revolving Credit Commitments are terminated, the aggregate unpaid
      principal amount of the Revolving Credit Loans, and participations in
      Swing Line Loans, the aggregate amount available to be drawn at such time
      under all outstanding Letters of Credit and L/C Obligations. The Term
      Loans and the Revolving Credit Commitments of any Non-Funding Lender shall
      be disregarded in determining Required Lenders at any time.

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

            "Responsible Officer":  with respect to any Person, the
      president, chief executive officer, the chief operating officer, the
      chief financial officer, treasurer, controller or any vice president
      of such Person.

            "Revolving Credit Commitment": as to any Lender, its obligations to
      make Revolving Credit Loans to the Company pursuant to subsection 3.1, and
      to purchase its L/C Participating Interest in any Letter of Credit, in an
      aggregate amount not to exceed the amount set forth under such Lender's
      name in Schedule I opposite the caption "Revolving Credit Commitment" or
      in Schedule 1 to the Assignment and Acceptance by which such Lender
      acquired its Revolving Credit Commitment, as the same may be reduced from
      time to time pursuant to subsection 4.3 or 4.4(b) or adjusted pursuant to
      subsection 11.6(c);
<PAGE>   24
                                                                  EXECUTION COPY

      collectively, as to all the Lenders, the "Revolving Credit Commitments".
      The original aggregate principal amount of the Revolving Credit
      Commitments is $125,000,000.

            "Revolving Credit Commitment Percentage":  as to any Lender at
      any time, the percentage of the aggregate Revolving Credit
      Commitments then constituted by such Lender's Revolving Credit
      Commitment.

            "Revolving Credit Commitment Period":  the period from and
      including the Closing Date to but not including the Revolving Credit
      Termination Date.

            "Revolving Credit Lender":  as defined in subsection 10.10.

            "Revolving Credit Loan" and "Revolving Credit Loans":  as
      defined in subsection 3.1(a).

            "Revolving Credit Note":  as defined in subsection 4.13(e).

            "Revolving Credit Termination Date":  the earlier of (a)
      October 31, 2001 and (b) such other date as the Revolving Credit
      Commitments shall terminate hereunder.

            "Section 4.4 Lenders": at a particular time, the holders of (a) at
      least 51% of the aggregate unpaid principal amount of the Term Loans, if
      any, and (b) at least 51% of the Revolving Credit Commitments or, if the
      Revolving Credit Commitments are terminated, the aggregate unpaid
      principal amount of the Revolving Credit Loans, and participations in
      Swing Line Loans and the aggregate amount available to be drawn at such
      time under all outstanding Letters of Credit. The Term Loans and the
      Revolving Credit Commitments of any Non-Funding Lender shall be
      disregarded in determining Section 4.4 Lenders at any time.

            "Security Agreements":  the collective reference to the
      Company Security Agreement, the Subsidiary Security Agreement and
      any other security agreement previously executed and delivered to
      the Administrative Agent and which may from time to time be executed
      and delivered by a Subsidiary of the Company pursuant to subsection
      8.6(b).

            "Security Documents":  the collective reference to the Pledge
      Agreements and the Security Agreements.

            "Seller":  as defined in the recitals hereto.

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

            "Socal":  as defined in the recitals hereto.

            "Standby L/C": an irrevocable letter of credit under which the
      Issuing Lender agrees to make payments in Dollars for the account of the
      Company, on behalf of the Company or any Subsidiary thereof in respect of
      obligations of the Company or such Subsidiary incurred pursuant to
      contracts made or performances undertaken or to be undertaken or like
      matters
<PAGE>   25
                                                                  EXECUTION COPY

      relating to contracts to which the Company or such Subsidiary is or
      proposes to become a party in the ordinary course of the Company's or such
      Subsidiary's business, including, without limiting the foregoing, for
      insurance purposes or in respect of advance payments or as bid or
      performance bonds or for any other purpose for which a standby letter of
      credit might customarily be issued.

            "Stock Purchase Agreement": as defined in the recitals hereto.

            "Subsection 4.11(d)(2) Certificate":  as defined in subsection
      4.11(d).

            "Subsidiary": as to any Person, any corporation of which shares of
      stock of each class having ordinary voting power (other than stock having
      such power only by reason of the happening of a contingency) to elect a
      majority of the board of directors or other managers of such corporation
      are at the time owned by such Person or by one or more Subsidiaries of
      such Person or by such Person and one or more Subsidiaries of such Person.
      (A Subsidiary shall be deemed wholly-owned by a Person who owns all of the
      voting shares of stock of such Subsidiary having voting power under
      ordinary circumstances to vote for directors, except for directors'
      qualifying shares.) Unless otherwise qualified, all references to a
      "Subsidiary" or to "Subsidiaries" in this Agreement shall refer to a
      Subsidiary or Subsidiaries of the Company.

            "Subsidiary Guarantee": the Subsidiary Guarantee, dated as of
      September 30, 1999, made by each Domestic Subsidiary of the Company in
      favor of the Administrative Agent for the ratable benefit of the Lenders,
      a copy of which is attached hereto as Exhibit F-2, as the same may be
      amended, modified or supplemented from time to time.

            "Subsidiary Pledge Agreement": the Subsidiary Pledge Agreement to be
      made by each Domestic Subsidiary of the Company in favor of the
      Administrative Agent for the ratable benefit of the Lenders, a copy of
      which is attached hereto as Exhibit G-3, as the same may be amended,
      modified or supplemented from time to time.

            "Subsidiary Security Agreement": the Subsidiary Security Agreement,
      dated as of September 30, 1999, made by each Domestic Subsidiary of the
      Company in favor of the Administrative Agent for the ratable benefit of
      the Lenders, a copy of which is attached hereto as Exhibit E-2, as the
      same may be amended, modified or supplemented from time to time.

            "Supermajority Lenders": at a particular time, the holders of at
      least 66-2/3% of the sum of (i) the aggregate unpaid principal amount of
      the Term Loans, if any, and (ii) the Revolving Credit Commitments or, if
      the Revolving Credit Commitments are terminated, the aggregate unpaid
      principal amount of the Revolving Credit Loans, and participations in
      Swing Line Loans and the aggregate amount available to be drawn at such
      time under all outstanding Letters of Credit. The Term Loans and the
      Revolving Credit Commitments of any Non-Funding Lender shall be
      disregarded in determining Supermajority Lenders at any time.

            "Swing Line Commitment":  the Swing Line Lender's obligation
      to make Swing Line Loans pursuant to subsection 3.4.
<PAGE>   26
                                                                  EXECUTION COPY

            "Swing Line Lender":  Chase in its capacity as lender of the
      Swing Line Loans.

            "Swing Line Loan Participation Certificate":  a certificate in
      substantially the form of Exhibit I.

            "Swing Line Loans":  as defined in subsection 3.4(a).

            "Swing Line Note":  as defined in subsection 4.13(e).

            "Syndication Agent":  DLJ, in its capacity as syndication
      agent hereunder.

            "Term Loan Commitment Percentage":  as to any Lender at any
      time, the percentage of the aggregate Term Loan Commitments then
      constituted by such Lender's Term Loan Commitment.

            "Term Loan Commitments": the collective reference to Tranche B
      Term Loan Commitments, the Tranche B-1 Term Loan Commitments and the
      Tranche B-2 Term Loan Commitments.

            "Term Loan Note":  as defined in subsection 4.13(e).

            "Term Loans":  as defined in subsection 2.1.

            "Tranche B-2 Delivery Date":  the date on which the Company
      shall have delivered to the Administrative Agent and the Lenders its
      first quarterly financial statements after the six-month anniversary
      of the Closing Date.

            "Tranche B Lender": at any time, any Lender with a Tranche B
      Term Loan Commitment or a Tranche B Term Loan.

            "Tranche B-1 Lender": at any time, any Lender with a Tranche
      B-1 Term Loan Commitment or a Tranche B-1 Term Loan.

            "Tranche B-2 Lender":  at any time, any Lender with a Tranche
      B-2 Term Loan Commitment or a Tranche B-2 Term Loan.

            "Tranche B Note":  as defined in subsection 4.13(e)

            "Tranche B-1 Note":  as defined in subsection 4.13(e)

            "Tranche B-2 Note":  as defined in subsection 4.13(e).

            "Tranche B Term Loan Commitment": as to any Tranche B Lender, the
      aggregate principal amount of Tranche B Term Loans outstanding on the
      Closing Date as set forth under such Lender's name in Schedule I opposite
      the caption "Tranche B Term Loan" or in Schedule 1 to the Assignment and
      Acceptance pursuant to which a Tranche B Lender acquires its Tranche B
      Term Loan Commitment, as the same may be adjusted pursuant to subsection
      11.6(c); collectively, as to all the Tranche B Lenders, the "Tranche B
      Term Loan
<PAGE>   27
                                                                  EXECUTION COPY

      Commitments". The aggregate principal amount outstanding of the Tranche B
      Term Loan Commitments on the Closing Date is $145,740,000.

            "Tranche B-1 Term Loan Commitment": as to any Tranche B-1 Lender,
      the aggregate principal amount of Tranche B-1 Term Loans outstanding on
      the Closing Date as set forth under such Lender's name in Schedule I
      opposite the caption "Tranche B-1 Term Loan" or in Schedule 1 to the
      Assignment and Acceptance pursuant to which a Tranche B-1 Lender acquires
      its Tranche B-1 Term Loan Commitment, as the same may be adjusted pursuant
      to subsection 11.6(c); collectively, as to all the Tranche B-1 Lenders,
      the "Tranche B-1 Term Loan Commitments". The aggregate principal amount
      outstanding of the Tranche B-1 Term Loan Commitments on the Closing Date
      is $125,000,000.

            "Tranche B-2 Term Loan Commitment": as to any Tranche B-2 Lender,
      its obligation to make a Tranche B-2 Term Loan to the Company pursuant to
      subsection 2.1 in an aggregate amount not to exceed the amount set forth
      under such Tranche B-2 Lender's name in Schedule I opposite the caption
      "Tranche B-2 Term Loan Commitment" or in Schedule 1 to the Assignment and
      Acceptance pursuant to which a Tranche B-2 Lender acquires its Tranche B-2
      Term Loan Commitment, as the same may be adjusted pursuant to subsection
      11.6(c); collectively, as to all the Tranche B-2 Lenders, the "Tranche B-2
      Term Loan Commitments". The original aggregate principal amount of the
      Tranche B-2 Term Loan Commitments is $150,000,000.

            "Tranche B Term Loan Commitment Percentage": as to any Tranche
      B Lender at any time, the percentage of the aggregate Tranche B Term
      Loan Commitments then constituted by such Lender's Tranche B Term
      Loan Commitment.

            "Tranche B-1 Term Loan Commitment Percentage": as to any
      Tranche B-1 Lender at any time, the percentage of the aggregate
      Tranche B-1 Term Loan Commitments then constituted by such Lender's
      Tranche B-1 Term Loan Commitment.

            "Tranche B-2 Term Loan Commitment Percentage": as to any
      Tranche B-2 Lender at any time, the percentage of the aggregate
      Tranche B-2 Term Loan Commitments then constituted by such Lender's
      Tranche B-2 Term Loan Commitment.

            "Tranche B Term Loans": as defined in subsection 2.1.

            "Tranche B-1 Term Loans": as defined in subsection 2.1.

            "Tranche B-2 Term Loans":  as defined in subsection 2.1.

            "Trak West":  as defined in the recitals hereto.

            "Trak West Acquisition":  as defined in the recitals hereto.

            "Transaction":  as defined in the recitals hereto.

            "Transferee":  as defined in subsection 11.6(f).
<PAGE>   28
                                                                  EXECUTION COPY

            "Type":  as to any Loan, its nature as an Alternate Base Rate
      Loan or Eurodollar Loan.

            "Uniform Customs":  the Uniform Customs and Practice for
      Documentary Credits (1993 Revision), International Chamber of
      Commerce Publication No. 500, and any amendments thereof.

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

            (b) As used herein and in the Notes, any other Credit Document and
any certificate or other document made or delivered pursuant hereto, accounting
terms relating to the Company and its Subsidiaries not defined in subsection 1.1
and accounting terms partly defined in subsection 1.1 to the extent not defined,
shall have the respective meanings given to them under GAAP. All computations
determining compliance with financial covenants or terms, including definitions
used therein, shall be prepared in accordance with generally accepted accounting
principles in effect at the time of the preparation of, and in conformity with
those used to prepare, the historical financial statements delivered to the
Administrative Agent pursuant to subsection 7.1. If at any time the computations
for determining compliance with financial covenants or provisions relating
thereto utilize generally accepted accounting principles different than those
then being utilized in the financial statements then being delivered to the
Administrative Agent, such financial statements shall be accompanied by a
reconciliation statement with respect to such computations.

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

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


            SECTION 2.  TERM LOANS

            2.1 Term Loans. Each Tranche B Lender holds a loan in Dollars
(individually, a "Tranche B Term Loan"; and collectively, the "Tranche B Term
Loans") to the Company on the Closing Date in an aggregate principal amount as
set forth under such Lender's name in Schedule I opposite the caption "Tranche B
Term Loan" and each Tranche B-1 Lender holds a loan in Dollars (individually, a
"Tranche B-1 Term Loan"; and collectively, the "Tranche B-1 Term Loans") to the
Company on the Closing Date in an aggregate principal amount as set forth under
such Lender's name in Schedule I opposite the caption "Tranche B-1 Term Loan."
Subject to the terms and conditions hereof, each Tranche B-2 Lender severally
agrees to make a loan in Dollars (individually, a "Tranche B-2 Term Loan"; and
collectively, the "Tranche B-2 Term Loans"; Tranche B-2 Term Loans, together
with Tranche B Term Loans and Tranche B-1 Term Loans, collectively, the "Term
Loans") to the Company on the Closing Date, in an aggregate principal amount
equal to such Lender's Tranche B-2 Term Loan Commitment.
<PAGE>   29
                                                                  EXECUTION COPY

            2.2 Repayment of Term Loans. The Company shall repay the Term Loans
as provided in subsection 4.4(c).

            2.3 Use of Proceeds. The proceeds of the Tranche B Term Loans were
used to finance in part the 1997 Transaction and to pay certain of the fees,
expenses and financing costs related to the 1997 Transaction. The proceeds of
the Tranche B-1 Term Loans were used to finance in part the Big Wheel
Acquisition and other transactions contemplated under the Existing Credit
Agreement, to prepay a portion of the Revolving Credit Loans then outstanding
and to pay certain of the fees, expenses and financing costs related thereto.
The proceeds of the Tranche B-2 Term Loans will be used to finance in part the
Transaction and to pay certain of the fees, expenses and financing costs related
thereto.


            SECTION 3.  AMOUNT AND TERMS OF REVOLVING
CREDIT COMMITMENTS

            3.1 Revolving Credit Commitments. (a) Subject to the terms and
conditions hereof, each Lender severally agrees to the extent of its Revolving
Credit Commitment (including such amount of the Revolving Credit Loans (as
defined below) outstanding on the Closing Date) to extend credit to the Company
from time to time on any Borrowing Date during the Revolving Credit Commitment
Period (i) by purchasing an L/C Participating Interest in each Letter of Credit
issued by the Issuing Lender and (ii) by making loans in Dollars (individually,
such a Loan is a "Revolving Credit Loan", and collectively such Loans are the
"Revolving Credit Loans") to the Company from time to time. Notwithstanding the
above, (x) in no event shall any Letter of Credit be issued if after giving
effect thereto the sum of the undrawn amount of all outstanding Letters of
Credit and the amount of all L/C Obligations would exceed $15,000,000 and (y) in
no event shall any Revolving Credit Loans be made, or Letters of Credit be
issued, if the aggregate amount of the Revolving Credit Loans to be made or
Letters of Credit to be issued would, after giving effect to the use of
proceeds, if any, thereof, exceed the aggregate Available Revolving Credit
Commitments. During the Revolving Credit Commitment Period, the Company may use
the Revolving Credit Commitments by borrowing, prepaying the Revolving Credit
Loans in whole or in part, and reborrowing, all in accordance with the terms and
conditions hereof, and/or by having the Issuing Lender issue Letters of Credit,
having such Letters of Credit expire undrawn upon or if drawn upon, reimbursing
the Issuing Lender for such drawing, and having the Issuing Lender issue new
Letters of Credit.

            (b) Each borrowing of Revolving Credit Loans pursuant to the
Revolving Credit Commitments shall be in an aggregate principal amount of the
lesser of (i) $1,000,000 or a whole multiple of $100,000 in excess thereof, in
the case of Alternate Base Rate Loans, and $2,000,000 or a whole multiple of
$1,000,000 in excess thereof, in the case of Eurodollar Loans and (ii) the
Available Revolving Credit Commitments, except that any borrowing of Revolving
Credit Loans to be used solely to pay a like amount of Swing Line Loans may be
in the aggregate principal amount of such Swing Line Loans.

            3.2 Commitment Fee. The Company agrees to pay to the Administrative
Agent for the account of each Lender (other than any Non-Funding Lender) a
commitment fee from and including the Closing Date to and including the
Revolving Credit Termination Date, computed as follows: (a) from the Closing
Date until (and excluding) the Delivery Date, the commitment fee
<PAGE>   30
                                                               EXECUTION COPY

shall be adjusted based upon the Company's Leverage Ratio as set forth in the
Pricing Grid, which Leverage Ratio during such initial period shall be
determined from the Company's financial statements for the latest quarterly
period delivered to the Administrative Agent and the Lenders, provided, that
from the Closing Date until (but excluding) the Delivery Date, the commitment
fees shall in no event be less than the rate of 0.375% per annum on the average
daily amount of the Available Revolving Credit Commitment of such Lender during
the period for which payment is made (whether or not the Company shall have
satisfied the applicable conditions to borrowing or issuance of a Letter of
Credit set forth in Section 6) and (b) on the Delivery Date and on each
Adjustment Date thereafter, such commitment fee will be determined pursuant to
the Pricing Grid. Such commitment fee shall be payable quarterly in arrears on
the last day of each March, June, September and December and on the Revolving
Credit Termination Date, commencing on the first such date to occur on or
following the Closing Date (or, if earlier, the Revolving Credit Termination
Date).

            3.3 Proceeds of Revolving Credit Loans. The Company shall use the
proceeds of Revolving Credit Loans for general corporate purposes of the Company
and its Subsidiaries, including (i) the redemption, repayment or repurchase of
up to $30,000,000 (plus, upon the occurrence of a "change of control" as defined
in the Permanent Subordinated Debt, an additional amount of up to $15,000,000)
aggregate principal amount of the Permanent Subordinated Debt in accordance with
subsection 8.13, (ii) acquisitions of companies engaged primarily in businesses
similar to the businesses in which the Company and its Subsidiaries are engaged,
in an aggregate amount of $50,000,000 in accordance with subsection 8.7(b) and
(iii) investments in the development of new or relocated stores in an aggregate
amount not to exceed at any one time $50,000,000, against which amount shall be
credited any funds from the subsequent sale of any real property or fixtures
purchased or developed in connection therewith, in accordance with subsection
8.7(c).

            3.4 Swing Line Commitment. (a) Subject to the terms and conditions
hereof, the Swing Line Lender agrees, so long as the Administrative Agent has
not received notice that an Event of Default has occurred and is continuing, to
make swing line loans (individually, a "Swing Line Loan"; collectively, the
"Swing Line Loans") to the Company from time to time during the Revolving Credit
Commitment Period in an aggregate principal amount at any one time outstanding
not to exceed $15,000,000, provided that no Swing Line Loan may be made if the
aggregate principal amount of the Swing Line Loans to be made would exceed the
aggregate Available Revolving Credit Commitments at such time. Amounts borrowed
by the Company under this subsection 3.4 may be repaid and, through but
excluding the Revolving Credit Termination Date, reborrowed. All Swing Line
Loans shall be made as Alternate Base Rate Loans and shall not be entitled to be
converted into Eurodollar Loans. The Company shall give the Swing Line Lender
irrevocable notice (which notice must be received by the Swing Line Lender prior
to 3:00 p.m., New York City time) on the requested Borrowing Date specifying the
amount of each requested Swing Line Loan, which shall be in an aggregate minimum
amount of $250,000 or a whole multiple of $100,000 in excess thereof. The
proceeds of each Swing Line Loan will be made available by the Swing Line Lender
to the Company by crediting the account of the Company at the office of the
Swing Line Lender with such proceeds. The proceeds of Swing Line Loans may be
used solely for the purposes referred to in subsection 3.3.

            (b) The Swing Line Lender at any time in its sole and absolute
discretion may, and on the fifteenth day (or if such day is not a Business Day,
the next Business Day) and last Business
<PAGE>   31
                                                               EXECUTION COPY

Day of each month shall, on behalf of the Company (which hereby irrevocably
directs the Swing Line Lender to act on its behalf) request each Lender,
including the Swing Line Lender, to make a Revolving Credit Loan in an amount
equal to such Lender's Revolving Credit Commitment Percentage of the amount of
the Swing Line Loans (the "Refunded Swing Line Loans") outstanding on the date
such notice is given. Unless any of the events described in paragraph (f) of
Section 9 shall have occurred (in which event the procedures of paragraph (c) of
this subsection 3.4 shall apply) each Lender shall make the proceeds of its
Revolving Credit Loan available to the Swing Line Lender for the account of the
Swing Line Lender at the Alternate Base Rate Lending Office of the Swing Line
Lender prior to 2:00 p.m. (New York City time) in funds immediately available on
the Business Day next succeeding the date such notice is given. The proceeds of
such Revolving Credit Loans shall be immediately applied to repay the Refunded
Swing Line Loans.

            (c) If prior to the making of a Revolving Credit Loan pursuant to
paragraph (b) of this subsection 3.4 one of the events described in paragraph
(f) of Section 9 shall have occurred, each Lender will, on the date such Loan
was to have been made, purchase an undivided participating interest in the
Refunded Swing Line Loan in an amount equal to its Revolving Credit Commitment
Percentage of such Refunded Swing Line Loan. Each Lender will immediately
transfer to the Swing Line Lender in immediately available funds, the amount of
its participation and upon receipt thereof the Swing Line Lender will deliver to
such Lender a Swing Line Loan Participation Certificate dated the date of
receipt of such funds and in such amount.

            (d) Whenever, at any time after the Swing Line Lender has received
from any Lender such Lender's participating interest in a Refunded Swing Line
Loan, the Swing Line Lender receives any payment on account thereof, the Swing
Line Lender will distribute to such Lender its participating interest in such
amount (appropriately adjusted, in the case of interest payments, to reflect the
period of time during which such Lender's participating interest was outstanding
and funded) in like funds as received; provided, however, that in the event that
such payment received by the Swing Line Lender is required to be returned, such
Lender will return to the Swing Line Lender any portion thereof previously
distributed by the Swing Line Lender to it in like funds as such payment is
required to be returned by the Swing Line Lender.

            (e) Each Lender's obligation to purchase participating interests
pursuant to subsection 3.4(c) shall be absolute and unconditional and shall not
be affected by any circumstance, including, without limitation, (i) any set-off,
counterclaim, recoupment, defense or other right which such Lender may have
against the Swing Line Lender, the Company or any other Person for any reason
whatsoever; (ii) the occurrence or continuance of an Event of Default; (iii) any
adverse change in the condition (financial or otherwise) of the Company; (iv)
any breach of this Agreement by the Company or any other Lender; or (v) any
other circumstance, happening or event whatsoever, whether or not similar to any
of the foregoing.

            3.5 Issuance of Letters of Credit. (a) The Company may from time to
time request the Issuing Lender to issue a Standby L/C or a Commercial L/C by
delivering to the Issuing Lender at its address specified in subsection 11.2 or
as otherwise agreed between the Company and the Issuing Lender a letter of
credit application in the Issuing Lender's then customary form (the "L/C
Application") completed to the satisfaction of the Issuing Lender, together with
the proposed form of such Letter of Credit (which shall comply with the
applicable requirements of paragraph (b) below) and such other certificates,
documents and other papers and information as the Issuing Lender may reasonably
request; provided that if the Issuing Lender informs the Company that it is for
any reason
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unable to open such Letter of Credit, the Company may request any
Lender to open such Letter of Credit upon the same terms offered to the Issuing
Lender and each reference to the Issuing Lender for purposes of subsections 3.5
through 3.14, 6.1 and 6.2 shall be deemed to be a reference to such Issuing
Lender.

            (b) Each Standby L/C and Commercial L/C issued hereunder shall,
among other things, (i) be in such form requested by the Company as shall be
acceptable to the Issuing Lender in its sole discretion and (ii) in the case of
each Standby L/C, have an expiry date occurring not later than 365 days after
the date of issuance of such Standby L/C and, in the case of each Commercial
L/C, have an expiry date occurring not later than 120 days after the date of
issuance of such Commercial L/C (or such longer time as shall be agreed to by
the Issuing Lender thereof, in its sole discretion) and, in all cases, may be
automatically renewed on its expiry date for an additional period equal to the
initial term but in no case shall any Letter of Credit have an expiry date
occurring later than three Business Days before the Revolving Credit Termination
Date. Each L/C Application and each Letter of Credit shall be subject to the
Uniform Customs and, to the extent not inconsistent therewith, the laws of the
State of New York, in the case of Chase and any of its Affiliates, including
Chase Bank Delaware, acting as Issuing Lender, or the State of California, in
the case of Wells Fargo Bank, N.A. acting as Issuing Lender.

            (c) Notwithstanding anything to the contrary herein, the letters of
credit listed on Schedule 3.5(c) shall be deemed to have been issued hereunder
and deemed to be Letters of Credit for all purposes hereof.

            3.6 Participating Interests. Effective in the case of each Standby
L/C and Commercial L/C as of the date of the opening thereof, the Issuing Lender
agrees to allot and does allot, to itself and each other Lender, and each Lender
severally and irrevocably agrees to take and does take in such Letter of Credit
and the related L/C Application, an L/C Participating Interest in a percentage
equal to such Lender's Revolving Credit Commitment Percentage.

            3.7 Procedure for Opening Letters of Credit. The Issuing Lender will
notify the Administrative Agent and each Lender after the end of each calendar
month of any L/C Applications received by the Issuing Lender from the Company
during such month. Upon receipt of any L/C Application from the Company, the
Issuing Lender will process such L/C Application, and the other certificates,
documents and other papers delivered to the Issuing Lender in connection
therewith, in accordance with its customary procedures and, subject to the terms
and conditions hereof, shall promptly open such Letter of Credit by issuing the
original of such Letter of Credit to the beneficiary thereof and by furnishing a
copy thereof to the Company, provided that no such Letter of Credit shall be
issued if subsection 3.1 would be violated thereby.

            3.8 Payments in Respect of Letters of Credit. (a) The Company agrees
forthwith upon demand by the Issuing Lender and otherwise in accordance with the
terms of the L/C Application relating thereto (i) to reimburse the Issuing
Lender for any payment made by the Issuing Lender under any Letter of Credit
issued for the account of the Company and (ii) to pay interest on any
unreimbursed portion of any such payment from the date of such payment until
reimbursement in full thereof at a rate per annum equal to (A) on or prior to
the date which is one Business Day after the day on which the Issuing Lender
demands reimbursement from the Company for such payment, the Alternate Base Rate
plus the Applicable Margin for the Revolving Credit Loans and
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(B) thereafter, the Alternate Base Rate plus the Applicable Margin for Revolving
Credit Loans plus 2%.

            (b) In the event that the Issuing Lender makes a payment under any
Letter of Credit and is not reimbursed in full therefor forthwith upon demand of
the Issuing Lender, and otherwise in accordance with the terms of the L/C
Application relating to such Letter of Credit, the Issuing Lender will promptly
notify each other Lender. Forthwith upon its receipt of any such notice, each
other Lender will transfer to the Issuing Lender, in immediately available
funds, an amount equal to such other Lender's pro rata share of the L/C
Obligation arising from such unreimbursed payment. Promptly, upon its receipt
from such other Lender of such amount, the Issuing Lender will complete, execute
and deliver to such other Lender an L/C Participation Certificate dated the date
of such receipt and in such amount.

            (c) Whenever, at any time after the Issuing Lender has made a
payment under any Letter of Credit and has received from any other Lender such
other Lender's pro rata share of the L/C Obligation arising therefrom, the
Issuing Lender receives any reimbursement on account of such L/C Obligation or
any payment of interest on account thereof, the Issuing Lender will promptly
distribute to such other Lender its pro rata share thereof in like funds as
received; provided, however, that in the event that the receipt by the Issuing
Lender of such reimbursement or such payment of interest (as the case may be) is
required to be returned, such other Lender will return to the Issuing Lender any
portion thereof previously distributed by the Issuing Lender to it in like funds
as such reimbursement or payment is required to be returned by the Issuing
Lender.

            3.9 Letter of Credit Fees. (a) In lieu of any letter of credit
commissions and fees provided for in any L/C Application relating to Standby or
Commercial L/Cs (other than standard issuance, amendment and negotiation fees),
the Company agrees to pay the Administrative Agent, for the account of the
Issuing Lender and the Participating Lenders, with respect to each Standby or
Commercial L/C issued for the account of the Company, a Standby or Commercial
L/C fee, as the case may be, equal to the Applicable Margin for Revolving Credit
Loans which are Eurodollar Loans (of which the Issuing Lender shall retain for
its own account, as the issuing bank and not on account of its L/C Participating
Interest therein, 1/4 of 1% per annum) on the daily average amount available to
be drawn under each Standby L/C in the case of a Standby L/C and on the maximum
face amount of each Commercial L/C in the case of a Commercial L/C, in either
case payable, in arrears, on the last day of each fiscal quarter of the Company.
The Administrative Agent will disburse any Standby or Commercial L/C fees
received pursuant to this subsection 3.9(a) to the respective Lenders and the
Issuing Lender promptly following the receipt of any such fees in the case of a
Standby L/C and, in the case of a Commercial L/C, promptly following the end of
the calendar month in which such Commercial L/C fees were received.
Notwithstanding the foregoing, the Company agrees to pay standard issuance,
amendment and negotiation fees to the Issuing Lender.

            (b) For purposes of any payment of fees required pursuant to this
subsection 3.9, the Administrative Agent agrees to provide to the Company a
statement of any such fees to be so paid; provided that the failure by the
Administrative Agent to provide the Company with any such invoice shall not
relieve the Company of its obligation to pay such fees.

            3.10 Letter of Credit Reserves. (a) If any Change in Law shall
either (i) impose, modify, deem or make applicable any reserve, special deposit,
assessment or similar requirement against letters of credit issued by the
Issuing Lender or (ii) impose on the Issuing Lender any other
<PAGE>   34
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condition regarding this Agreement (with respect to Letters of Credit) or any
Letter of Credit, and the result of any event referred to in clause (i) or (ii)
above shall be to increase the cost of the Issuing Lender of issuing or
maintaining any Letter of Credit (which increase in cost shall be the result of
the Issuing Lender's reasonable allocation of the aggregate of such cost
increases resulting from such events), then, upon demand by the Issuing Lender,
the Company shall immediately pay to the Issuing Lender, from time to time as
specified by the Issuing Lender, additional amounts which shall be sufficient to
compensate the Issuing Lender for such increased cost, together with interest on
each such amount from the date demanded until payment in full thereof at a rate
per annum equal to the rate applicable to Alternate Base Rate Loans pursuant to
subsection 4.5(b). The Company shall not be required to make any payments to the
Issuing Lender for any additional amounts pursuant to this subsection 3.10(a)
unless the Issuing Lender has given written notice to the Company of its intent
to request such payments prior to or within 60 days after the date on which the
Issuing Lender became entitled to claim such amounts. A certificate, setting
forth in reasonable detail the calculation of the amounts involved, submitted by
the Issuing Lender to the Company concurrently with any such demand by the
Issuing Lender, shall be conclusive, absent manifest error, as to the amount
thereof.

            (b) In the event that any Change in Law with respect to the Issuing
Lender shall, in the opinion of the Issuing Lender, require that any obligation
under any Letter of Credit be treated as an asset or otherwise be included for
purposes of calculating the appropriate amount of capital to be maintained by
the Issuing Lender or any corporation controlling the Issuing Lender, and such
Change in Law shall have the effect of reducing the rate of return on the
Issuing Lender's or such corporation's capital, as the case may be, as a
consequence of the Issuing Lender's obligations under such Letter of Credit to a
level below that which the Issuing Lender or such corporation, as the case may
be, could have achieved but for such Change in Law (taking into account the
Issuing Lender's or such corporation's policies, as the case may be, with
respect to capital adequacy) by an amount deemed by the Issuing Lender to be
material, then from time to time following notice by the Issuing Lender to the
Company of such Change in Law, within 15 days after demand by the Issuing
Lender, the Company shall pay to the Issuing Lender such additional amount or
amounts as will compensate the Issuing Lender or such corporation, as the case
may be, for such reduction. The Issuing Lender agrees that, upon the occurrence
of any event giving rise to the operation of paragraph (a) or (b) of this
subsection 3.10 with respect to the Issuing Lender, it will, if requested by the
Company and to the extent permitted by law or by the relevant Governmental
Authority, endeavor in good faith to avoid or minimize the increase in costs or
reduction in payments resulting from such event; provided, however, that such
avoidance or minimization can be made in such a manner that the Issuing Lender,
in its sole determination, suffers no economic, legal or regulatory
disadvantage. The Company shall not be required to make any payments to the
Issuing Lender for any additional amounts pursuant to this subsection 3.10(b)
unless the Issuing Lender has given written notice to the Company of its intent
to request such payments prior to or within 60 days after the date on which the
Issuing Lender became entitled to claim such amounts. A certificate, in
reasonable detail setting forth the calculation of the amounts involved,
submitted by the Issuing Lender to the Company concurrently with any such demand
by the Issuing Lender, shall be conclusive, absent manifest error, as to the
amount thereof.

            (c) The Company and each Participating Lender agrees that the
provisions of the foregoing paragraphs (a) and (b) shall apply equally to each
Participating Lender in respect of its L/C Participating Interest in such Letter
of Credit, as if the references in such paragraphs and provisions referred to,
where applicable, such Participating Lender or, in the case of paragraph (b),
any corporation controlling such Participating Lender.
<PAGE>   35
                                                               EXECUTION COPY

            3.11 Further Assurances. The Company hereby agrees, from time to
time, to do and perform any and all acts and to execute any and all further
instruments reasonably requested by the Issuing Lender more fully to effect the
purposes of this Agreement and the issuance of Letters of Credit hereunder.

            3.12 Obligations Absolute. The payment obligations of the Company
under this Agreement with respect to the Letters of Credit shall be
unconditional and irrevocable and shall be paid strictly in accordance with the
terms of this Agreement under all circumstances, including, without limitation,
the following circumstances:

             (i) the existence of any claim, set-off, defense or other right
      which the Company or any of its Subsidiaries may have at any time against
      any beneficiary, or any transferee, of any Letter of Credit (or any
      Persons for whom any such beneficiary or any such transferee may be
      acting), the Issuing Lender, the Administrative Agent or any Lender, or
      any other Person, whether in connection with this Agreement, any Credit
      Document, the transactions contemplated herein, or any unrelated
      transaction;

            (ii) any statement or any other document presented under any Letter
      of Credit proving to be forged, fraudulent or invalid or any statement
      therein being untrue or inaccurate in any respect;

           (iii) payment by the Issuing Lender under any Letter of Credit
      against presentation of a draft or certificate or other document which
      does not comply with the terms of such Letter of Credit or is insufficient
      in any respect, except where such payment constitutes gross negligence or
      willful misconduct on the part of the Issuing Lender; or

            (iv) any other circumstances or happening whatsoever, whether or not
      similar to any of the foregoing, except for any such circumstances or
      happening constituting gross negligence or willful misconduct on the part
      of the Issuing Lender.

            3.13 Assignments. No Participating Lender's participation in any
Letter of Credit or any of its rights or duties hereunder shall be subdivided,
assigned or transferred (other than in connection with a transfer of part or all
of such Participating Lender's Revolving Credit Commitment in accordance with
subsection 11.6(c)) without the prior written consent of the Issuing Lender,
which consent will not be unreasonably withheld. Such consent may be given or
withheld without the consent or agreement of any other Participating Lender.
Notwithstanding the foregoing, a Participating Lender may subparticipate its L/C
Participating Interest without obtaining the prior consent or agreement of the
Issuing Lender.

            3.14 Participations. Each Lender's obligation to purchase
participating interests pursuant to subsection 3.6 shall be absolute and
unconditional and shall not be affected by any circumstance, including, without
limitation, (i) any set-off, counterclaim, recoupment, defense or other right
which such Lender may have against the Issuing Lender, the Company or any other
Person for any reason whatsoever; (ii) the occurrence or continuance of an Event
of Default; (iii) any adverse change in the condition (financial or otherwise)
of the Company; (iv) any breach of this Agreement by the Company or any other
Lender; or (v) any other circumstance, happening or event whatsoever, whether or
not similar to any of the foregoing.
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            SECTION 4.  GENERAL PROVISIONS APPLICABLE TO LOANS

            4.1 Procedure for Borrowing. (a) The Company may borrow under the
Commitments on any Business Day, provided that, with respect to any borrowing,
the Company shall give the Administrative Agent irrevocable notice (which notice
must be received by the Administrative Agent prior to 2:00 p.m. (or, with
respect to Swing Line Loans, 3:00 p.m.), New York City time), (i) three Business
Days prior to the requested Borrowing Date if all or any part of the Loans are
to be Eurodollar Loans and (ii) one Business Day prior to the requested
Borrowing Date (or, in the case of Swing Line Loans and Loans made on the
Closing Date, on the requested Borrowing Date) if the borrowing is to be solely
of Alternate Base Rate Loans and specifying (A) the amount of the borrowing, (B)
whether such Loans are initially to be Eurodollar Loans or Alternate Base Rate
Loans or a combination thereof, (C) if the borrowing is to be entirely or partly
Eurodollar Loans, the length of the Interest Period for such Eurodollar Loans
and (D) whether the Loan is a Tranche B-2 Term Loan (with respect to Loans made
on the Closing Date), a Swing Line Loan or a Revolving Credit Loan; provided,
however, that the Loans made on the Closing Date shall be made initially as
Alternate Base Rate Loans. Upon receipt of such notice the Administrative Agent
shall promptly notify each Lender. Not later than 2:00 p.m., New York City time,
on the Borrowing Date specified in such notice, each Lender shall make available
to the Administrative Agent at the office of the Administrative Agent specified
in subsection 11.2 (or at such other location as the Administrative Agent may
direct) an amount in immediately available funds equal to the amount of the Loan
to be made by such Lender (except that proceeds of Swing Line Loans will be made
available to the Company in accordance with subsection 3.4(a)). Loan proceeds
received by the Administrative Agent hereunder shall promptly be made available
to the Company by the Administrative Agent's crediting the account of the
Company, at the office of the Administrative Agent specified in subsection 11.2,
with the aggregate amount actually received by the Administrative Agent from the
Lenders and in like funds as received by the Administrative Agent.

            (b) Any borrowing of Eurodollar Loans hereunder shall be in such
amounts and be made pursuant to such elections so that, after giving effect
thereto, (i) the aggregate principal amount of all Eurodollar Loans having the
same Interest Period shall not be less than $2,000,000 or a whole multiple of
$1,000,000 in excess thereof and (ii) no more than sixteen Interest Periods
shall be in effect at any one time.

            4.2 Conversion and Continuation Options. (a) Subject to subsection
4.12, the Company may elect from time to time to convert Eurodollar Loans into
Alternate Base Rate Loans by giving the Administrative Agent irrevocable notice
of such election, to be received by the Administrative Agent prior to 2:00 p.m.,
New York City time, at least three Business Days prior to the proposed
conversion date. The Company may elect from time to time to convert all or a
portion of the Alternate Base Rate Loans (other than Swing Line Loans) then
outstanding to Eurodollar Loans by giving the Administrative Agent irrevocable
notice of such election, to be received by the Administrative Agent prior to
2:00 p.m., New York City time, at least three Business Days prior to the
proposed conversion date, specifying the Interest Period selected therefor, and,
unless a Default or Event of Default has occurred and is continuing and the
Administrative Agent or the Required Lenders have given written notice thereof
to the Company, such conversion shall be made on the requested conversion date
or, if such requested conversion date is not a Business Day, on the next
succeeding Business Day. Upon receipt of any notice pursuant to this subsection
4.2, the Administrative Agent shall promptly notify each Lender thereof. All or
any part of the outstanding Loans (other than Swing Line Loans) may be converted
as provided herein, provided that partial
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conversions of Alternate Base Loans shall be in the aggregate principal amount
of $1,000,000 or a whole multiple of $100,000 in excess thereof and the
aggregate principal amount of the resulting Eurodollar Loans outstanding in
respect of any one Interest Period shall be at least $2,000,000 or a whole
multiple of $1,000,000 in excess thereof.

            (b) Any Eurodollar Loans may be continued as such upon the
expiration of the then current Interest Period with respect thereto by the
Company giving notice to the Administrative Agent, in accordance with the
applicable provisions of the term "Interest Period" set forth in subsection 1.1,
of the length of the next Interest Period to be applicable to such Loans,
provided that no Eurodollar Loan may be continued as such (i) when any Event of
Default has occurred and is continuing and the Administrative Agent or the
Required Lenders have, by written notice to the Company, determined that such a
continuation is not appropriate, (ii) if, after giving effect thereto,
subsection 4.1(b) would be contravened or (iii) after the date that is one month
prior to the Revolving Credit Termination Date (in the case of continuations of
Revolving Credit Loans) or the date of the final installment of principal of the
Term Loans, as applicable.

            (c) Notwithstanding anything in this Agreement to the contrary,
unless otherwise agreed to by the Administrative Agent, no Tranche B-2 Term Loan
shall be made as, converted to or continued as a Eurodollar Loan during the
period commencing on the Closing Date and ending on the 33rd day following the
Closing Date; provided that all or a portion of the Tranche B-2 Term Loans made
on the Closing Date may, at the Company's option, subject to the other
provisions of this Agreement, be converted to Eurodollar Loans with an Interest
Period of three months on or after the third day following the Closing Date.

            4.3 Changes of Commitment Amounts. (a) The Company shall have the
right, upon not less than three Business Days' notice to the Administrative
Agent, to terminate or, from time to time, permanently reduce the Revolving
Credit Commitments, subject to the provisions of this subsection 4.3. To the
extent, if any, that the sum of the amount of the Revolving Credit Loans, Swing
Line Loans and L/C Obligations then outstanding and the amounts available to be
drawn under outstanding Letters of Credit exceeds the amount of the Revolving
Credit Commitments as then reduced, the Company shall be required to make a
prepayment equal to such excess amount, the proceeds of which shall be applied
first, to payment of the Swing Line Loans then outstanding, second, to payment
of the Revolving Credit Loans then outstanding, third, to payment of any L/C
Obligations then outstanding, and fourth, to cash collateralize any outstanding
Letters of Credit on terms reasonably satisfactory to the Administrative Agent.
Any such termination of the Revolving Credit Commitments shall be accompanied by
prepayment in full of the Revolving Credit Loans, Swing Line Loans and L/C
Obligations then outstanding and by cash collateralization of any outstanding
Letters of Credit on terms reasonably satisfactory to the Administrative Agent.
Upon termination of the Revolving Credit Commitments, any Letter of Credit then
outstanding which has been so cash collateralized shall no longer be considered
a "Letter of Credit" as defined in subsection 1.1 and any L/C Participating
Interests heretofore granted by the Issuing Lender to the Lenders in such Letter
of Credit shall be deemed terminated (subject to automatic reinstatement in the
event that such cash collateral is returned and the Issuing Lender is not fully
reimbursed for any such L/C Obligations) but the Letter of Credit fees payable
under subsection 3.9 shall continue to accrue to the Issuing Lender and the
Participating Lenders (or, in the event of any such automatic reinstatement, as
provided in subsection 3.9) with respect to such Letter of Credit until the
expiry thereof.
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            (b) In the case of termination of the Revolving Credit Commitments,
interest accrued on the amount of any prepayment relating thereto and any unpaid
commitment fee accrued hereunder shall be paid on the date of such termination.
Any such partial reduction of the Revolving Credit Commitments shall be in an
amount of $2,000,000, or a whole multiple of $1,000,000 in excess thereof, and
shall, in each case, reduce permanently the amount of the Revolving Credit
Commitments then in effect.

            4.4 Optional and Mandatory Prepayments; Repayments of Term Loans.
(a) Subject to subsection 4.12, the Company may at any time and from time to
time prepay Loans, in whole or in part, without premium or penalty, upon at
least one Business Day's (or, in the case of Swing Line Loans, by 2:00 p.m., New
York City time, on the same Business Day) irrevocable notice to the
Administrative Agent in the case of Alternate Base Rate Loans, and three
Business Days' irrevocable notice to the Administrative Agent in the case of
Eurodollar Loans, specifying the date and amount of prepayment and whether the
prepayment is of Revolving Credit Loans, Tranche B Term Loans, Tranche B-1 Term
Loans or Tranche B-2 Term Loans. Upon receipt of such notice the Administrative
Agent shall promptly notify each Lender thereof. If such notice is given, the
Company shall make such prepayment, and the payment amount specified in such
notice shall be due and payable, on the date specified therein. Partial
prepayments (i) of Term Loans shall be in an aggregate principal amount equal to
the lesser of (A) (I) $2,000,000, or a whole multiple of $1,000,000 in excess
thereof with respect to Eurodollar Loans or (II) $1,000,000, or a whole multiple
of $100,000 in excess thereof with respect to Alternate Base Rate Loans and (B)
the aggregate unpaid principal amount of the Term Loans and (ii) of Revolving
Credit Loans shall be in an aggregate principal amount equal to the lesser of
(A) (I) $2,000,000 or a whole multiple of $1,000,000 in excess thereof with
respect to Eurodollar Loans or (II) $1,000,000, or a whole multiple of $100,000
in excess thereof with respect to Alternate Base Rate Loans and (B) the
aggregate unpaid principal amount of the Revolving Credit Loans, as the case may
be. Prepayments of the Term Loans pursuant to this subsection 4.4(a) shall be
applied to the remaining installments of each of the Tranche B Term Loans,
Tranche B-1 Term Loans and Tranche B-2 Term Loans ratably according to the
amounts of such installments.

            (b) (i) Unless the Section 4.4 Lenders shall otherwise agree, if
Holdings, the Company or any of its Subsidiaries shall issue any Capital Stock
subsequent to the Closing Date, 50% of the Net Proceeds thereof (excluding
amounts provided by the Investors or by management of the Company) shall be
promptly applied ratably toward the prepayment of the Term Loans (applied to the
remaining installments thereof ratably according to the amounts thereof);
provided, however, that so long as the ratio of Consolidated Senior Funded
Indebtedness to Consolidated EBITDA for the four fiscal quarters most recently
ended prior to such issuance for which financial information is available shall
be at or less than 3.25 to 1, the percentage of Net Proceeds derived from the
issuance of Capital Stock required to be applied toward the prepayment of the
Term Loans shall be reduced to zero.

             (ii) Unless the Section 4.4 Lenders and the Company shall otherwise
agree, if the Company or any of its Subsidiaries shall incur or permit the
incurrence of any Indebtedness subsequent to the Closing Date (other than
Indebtedness permitted pursuant to subsections 8.1(b), (c), (d) (to the extent
the Net Proceeds of such Indebtedness are used to repay, redeem, retire or
repurchase the then outstanding Permanent Subordinated Debt in accordance with
subsection 8.1(d)), (e), (f), (g), (h), (i) and (j) and subordinated
Indebtedness provided by the Investors), 100%
<PAGE>   39
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of the Net Proceeds thereof shall be promptly applied toward the prepayment of
the Loans and reduction of the Commitments as set forth in clause (v) of this
subsection 4.4(b).

           (iii) Unless the Section 4.4 Lenders shall otherwise agree, the
Company or any of its Subsidiaries shall receive Net Proceeds from any Asset
Sale subsequent to the Closing Date, such Net Proceeds shall be promptly applied
toward the prepayment of the Loans and reduction of the Commitments as set forth
in clause (v) of this subsection 4.4(b); provided, that such Net Proceeds need
not be applied to the prepayment of the Loans and the reduction of the
Commitments until the earlier of the date that the aggregate amount of Net
Proceeds received by the Company or any of its Subsidiaries from any Asset Sales
exceeds $2,000,000 since the Closing Date (and has not yet been applied to the
prepayment of the Loans and the reduction of the Commitments hereunder) and the
date which is six months after the last application of Net Proceeds pursuant to
this subsection 4.4(b)(iii).

            (iv) So long as there are any Term Loans outstanding, unless the
Section 4.4 Lenders and the Company shall otherwise agree, if there shall be
Excess Cash Flow as at the end of any fiscal year commencing with the Company's
fiscal year ending on February 1, 2000, 50% of such Excess Cash Flow, less the
portion of any Excess Cash Flow which has been previously applied toward
prepayments of the Term Loans pursuant to this clause (iv), shall be applied
toward prepayment of the Term Loans (applied to the remaining installments
thereof ratably according to the amounts thereof) provided, however, so long as
the ratio of Consolidated Senior Funded Indebtedness to Consolidated EBITDA for
the four fiscal quarters ending at the end of any fiscal year shall be at or
less than 3.25 to 1, the amount of Excess Cash Flow required to be applied
toward the prepayment of the Term Loans shall be reduced to zero. Each such
prepayment shall be made not later than 120 days after the end of such fiscal
year.

             (v) Except as otherwise provided in this subsection 4.4(b),
prepayments made pursuant to this subsection 4.4(b) shall be applied by the
Company, first, to the ratable prepayment of the Term Loans (applied to the
remaining installments thereof ratably according to the amounts thereof) and,
second, to reduce permanently the Revolving Credit Commitments. Any such
reduction of the Revolving Credit Commitments shall be accompanied by prepayment
of, first, the Swing Line Loans, second, the Revolving Credit Loans and, third,
the L/C Obligations to the extent, if any, that the sum of the aggregate
outstanding principal amount of Revolving Credit Loans, the aggregate
outstanding principal amount of all Swing Line Loans, the aggregate amount
available to be drawn under all outstanding Letters of Credit and the aggregate
outstanding amount of all L/C Obligations, in each case of all Lenders, exceeds
the amount of the aggregate Revolving Credit Commitments as so reduced, provided
that if the aggregate principal amount of Revolving Credit Loans, Swing Line
Loans and L/C Obligations then outstanding is less than the amount of such
excess (because Letters of Credit constitute a portion thereof), the Company
shall, to the extent of the balance of such excess, replace outstanding Letters
of Credit and/or deposit an amount in cash in a cash collateral account
established for the benefit of the Lenders.

            (vi) The Company shall give the Administrative Agent (which shall
promptly notify each Lender) at least one Business Day's notice of each
prepayment or mandatory reduction pursuant to this subsection 4.4(b) setting
forth the date and amount thereof. Except as otherwise may be agreed by the
Company and the Required Lenders, any prepayment of Loans pursuant to this
subsection 4.4 shall be applied, first, to any Alternate Base Rate Loans then
outstanding and the balance of such prepayment, if any, to the Eurodollar Loans
then outstanding; provided that
<PAGE>   40
                                                               EXECUTION COPY

prepayments of Eurodollar Loans, if not on the last day of the Interest Period
with respect thereto, shall, at the Company's option, be prepaid subject to the
provisions of subsection 4.12 or the amount of such prepayment (after
application to any Alternate Base Rate Loans) shall be deposited with the
Administrative Agent as cash collateral for the Loans on terms reasonably
satisfactory to the Administrative Agent and thereafter shall be applied in the
order of the Interest Periods next ending most closely to the date such
prepayment is required to be made and on the last day of each such Interest
Period. After such application, unless an Event of Default shall have occurred
and be continuing, any remaining interest earned on such cash collateral shall
be paid to the Company.

            (c) (i) The Tranche B Term Loans shall be repaid in nine consecutive
semi-annual installments each on the dates set forth below (each such day, an
"Installment Payment Date") in an aggregate amount equal to the amount specified
for each such Installment Payment Date, as such amounts may be reduced pursuant
to subsection 4.4(b):

<TABLE>
<CAPTION>
            Installment Payment Date               Installment Amount
            ------------------------               ------------------
<S>                                                <C>
            December 31, 1999                           $420,000
            June 30, 2000                               $420,000
            December 31, 2000                           $420,000
            June 30, 2001                            $19,320,000
            December 31, 2001                        $19,320,000
            June 30, 2002                            $26,460,000
            December 31, 2002                        $26,460,000
            June 30, 2003                            $26,460,000
            October 31, 2003                         $26,460,000
</TABLE>


            (ii) The Tranche B-1 Term Loans shall be repaid in nine consecutive
semi-annual installments each on the Installment Payment Dates set forth below
in an aggregate amount equal to the amount specified for each such Installment
Payment Date, as such amounts may be reduced pursuant to subsection 4.4(b):

<TABLE>
<CAPTION>
            Installment Payment Date               Installment Amount
            ------------------------               ------------------
<S>                                                <C>
              December 31, 1999                          $500,000
              June 30, 2000                              $500,000
              December 31, 2000                          $500,000
              June 30, 2001                              $500,000
              December 31, 2001                          $500,000
              June 30, 2002                              $500,000
              December 31, 2002                          $500,000
              June 30, 2003                           $60,750,000
              October 31, 2003                        $60,750,000
</TABLE>


            (iii) The Tranche B-2 Term Loans shall be repaid in eight
consecutive semi-annual installments each on the Installment Payment Dates set
forth below in an aggregate amount equal to the amount specified for each such
Installment Payment Date, as such amounts may be reduced pursuant to subsection
4.4(b):
<PAGE>   41
                                                               EXECUTION COPY

<TABLE>
<CAPTION>
            Installment Payment Date               Installment Amount
            ------------------------               ------------------
<S>                                                <C>
              June 30, 2000                              $750,000
              December 31, 2000                          $750,000
              June 30, 2001                            $7,500,000
              December 31, 2001                        $7,500,000
              June 30, 2002                           $18,000,000
              December 31, 2002                       $18,000,000
              June 30, 2003                           $48,750,000
              October 31, 2003                        $48,750,000
</TABLE>



            (d) Any and all amounts repaid on account of the Term Loans pursuant
to this subsection 4.4 or otherwise may not be reborrowed. Accrued interest on
the amount of any prepayments shall be paid on the Interest Payment Date next
succeeding the date of any partial prepayment and on the date on such prepayment
in the case of a prepayment in full of any Loans.

            4.5 Interest Rates and Payment Dates. (a) Eurodollar Loans shall
bear interest for each day during each Interest Period applicable thereto,
commencing on (and including) the first day of such Interest Period to, but
excluding, the last day of such Interest Period, on the unpaid principal amount
thereof at a rate per annum equal to the Eurodollar Rate determined for such
Interest Period plus the Applicable Margin.

            (b) Alternate Base Rate Loans shall bear interest for the period
from and including the date such Loans are made to, but excluding, the maturity
date thereof, or to, but excluding, the conversion date if such Loans are
earlier converted into Eurodollar Loans on the unpaid principal amount thereof
at a rate per annum equal to the Alternate Base Rate plus the Applicable Margin.

            (c) If all or a portion of (i) the principal amount of any of the
Loans or (ii) any interest payable thereon shall not be paid when due (whether
at the stated maturity, by acceleration or otherwise) such Loan, if a Eurodollar
Loan, shall be converted into an Alternate Base Rate Loan at the end of the
then-current Interest Period for said Eurodollar Loan (which conversion shall
occur automatically and without need for compliance with the conditions for
conversion set forth in subsection 4.2), and any such overdue amount shall,
without limiting the rights of the Lenders under Section 9, bear interest (which
shall be payable on demand) at a rate per annum which is 2% above the Alternate
Base Rate plus the Applicable Margin (or, in the case of a Eurodollar Loan, the
Eurodollar Rate for the Interest Period plus the Applicable Margin plus 2%, if
higher) from the date of such non-payment until paid in full (as well after as
before judgment).

            (d) Interest shall be payable in arrears on each Interest Payment
Date and on the date of payment in full of the respective Loans and in the case
of the Revolving Credit Loans on date of termination of the Revolving Credit
Commitments.

            4.6 Computation of Interest and Fees. (a) Interest in respect of
Alternate Base Rate Loans, at any time that the Alternate Base Rate is
determined by reference to the Prime Rate, and all fees hereunder shall be
calculated on the basis of a 365 (or 366 as the case may be) day year for the
actual days elapsed. Interest in respect of Eurodollar Loans and in respect of
Alternate Base Rate Loans, at any time that the Alternate Base Rate is
determined by reference to the Base CD Rate or the Federal Funds Effective Rate,
shall be calculated on the basis of a 360 day year for the actual
<PAGE>   42
                                                               EXECUTION COPY

days elapsed. The Administrative Agent shall as soon as practicable notify the
Company and the Lenders of each determination of a Eurodollar Rate. Any change
in the interest rate on a Loan resulting from a change in the Alternate Base
Rate or the Eurocurrency Reserve Requirements shall become effective as of the
opening of business on the day on which such change in the Alternate Base Rate
is announced or such change in the Eurocurrency Reserve Requirements becomes
effective, as the case may be. The Administrative Agent shall as soon as
practicable notify the Company and the Lenders of the effective date and the
amount of each such change.

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

            (c) If at any time the Reference Lender shall cease to be a Lender
hereunder, such Lender shall cease to be the Reference Lender, and then the
Administrative Agent, upon agreement with the Company, shall, by notice to the
Company and the Lenders, designate another Lender as reference Lender.

            (d) Each Reference Lender shall use its best efforts to furnish
quotations of rates to the Administrative Agent as contemplated hereby.

            4.7 Certain Fees. The Company agrees to pay to the Administrative
Agent, for its own account, a non-refundable agent's fee, in the amount per
annum as set forth in the fee letter, dated as of May 18, 1999, between Chase
and the Company, executed in contemplation of the Existing Credit Agreement and
payable as set forth in such fee letter.

            4.8 Inability to Determine Interest Rate. In the event that the
Administrative Agent shall have determined (which determination shall be
conclusive and binding upon the Company) that (a) by reason of circumstances
affecting the interbank eurodollar market, adequate and reasonable means do not
exist for ascertaining the Eurodollar Rate for any Interest Period with respect
to (i) proposed Loans that the Company has requested be made as Eurodollar
Loans, (ii) any Eurodollar Loans that will result from the requested conversion
of all or part of the Alternate Base Rate Loans into Eurodollar Loans or (iii)
the continuation of any Eurodollar Loan as such for an additional Interest
Period, or (b) dollar deposits in the relevant amount and for the relevant
period with respect to any such Eurodollar Loan are not generally available to
the Lenders in their respective Eurodollar Lending Offices' interbank eurodollar
markets, the Administrative Agent shall forthwith give telecopy notice of such
determination, confirmed in writing, to the Company and the Lenders at least one
day prior to, as the case may be, the requested Borrowing Date, the conversion
date or the last day of such Interest Period. If such notice is given (i) any
requested Eurodollar Loans shall be made as Alternate Base Rate Loans, (ii) any
Alternate Base Rate Loans that were to have been converted to Eurodollar Loans
shall be continued as Alternate Base Rate Loans, and (iii) any outstanding
Eurodollar Loans shall be converted, on the last day of the then current
Interest Period applicable thereto, into Alternate Base Rate Loans. Until such
notice has been withdrawn by the Administrative Agent, no further Eurodollar
Loans shall be made and no Alternate Base Rate Loans shall be converted to
Eurodollar Loans.
<PAGE>   43
                                                                  EXECUTION COPY

            4.9 Pro Rata Treatment and Payments. (a) Except to the extent
otherwise provided herein, each borrowing of Loans by the Company from the
Lenders and any reduction of the Commitments of the Lenders hereunder shall be
made pro rata according to the relevant Commitment Percentages of the Lenders
with respect to the respective Class of Loans borrowed or the respective Class
of Commitments to be reduced. Each payment (including each prepayment) by the
Company on account of principal of and interest on (i) the Tranche B Term Loans
shall be made pro rata according to the respective outstanding principal amounts
of the Tranche B Term Loans then held by the Tranche B Lenders, (ii) the Tranche
B-1 Term Loans shall be made pro rata according to the respective outstanding
principal amounts of the Tranche B-1 Term Loans then held by the Tranche B-1
Lenders and (iii) the Tranche B-2 Term Loans shall be made pro rata according to
the respective outstanding principal amounts of the Tranche B-2 Term Loans then
held by the Tranche B-2 Lenders.

            (b) Whenever any payment received by the Administrative Agent under
this Agreement or any Note or any Credit Document is insufficient to pay in full
all amounts then due and payable to the Administrative Agent and the Lenders
under this Agreement:

             (i) If the Administrative Agent has not received a Payment Sharing
      Notice (or, if the Administrative Agent has received a Payment Sharing
      Notice but the Event of Default specified in such Payment Sharing Notice
      has been cured or waived in accordance with the provisions of this
      Agreement), such payment shall be distributed by the Administrative Agent
      and applied by the Administrative Agent and the Lenders in the following
      order: First, to the payment of fees and expenses due and payable to the
      Administrative Agent under and in connection with this Agreement and the
      other Credit Documents; Second, to the payment of all expenses due and
      payable under subsection 11.5, ratably among the Lenders in accordance
      with the aggregate amount of such payments owed to each such Lender;
      Third, to the payment of fees due and payable under subsections 3.2 and
      3.9, ratably among the Lenders in accordance with the Commitment
      Percentage of each Lender of the Commitment for which such payment is owed
      and, in the case of an Issuing Lender, the amount retained by such Issuing
      Lender for its own account pursuant to subsection 3.9; Fourth, to the
      payment of interest then due and payable on the Loans and on the L/C
      Obligations, ratably in accordance with the aggregate amount of interest
      owed to each such Lender; and Fifth, to the payment of the principal
      amount of the Loans and the L/C Obligations which is then due and payable,
      ratably among the Lenders in accordance with the aggregate principal
      amount owed to each such Lender; or

            (ii) If the Administrative Agent has received a Payment Sharing
      Notice which remains in effect, all payments received by the
      Administrative Agent under this Agreement or any Note shall be distributed
      by the Administrative Agent and applied by the Administrative Agent and
      the Lenders in the following order: First, to the payment of all amounts
      described in clauses "First" through "Third" of the foregoing clause (i),
      in the order set forth therein; Second, to the payment of the interest
      accrued on all Loans and L/C Obligations, regardless of whether any such
      amount is then due and payable, ratably among the Lenders in accordance
      with the aggregate accrued interest plus the aggregate principal amount
      owed to such Lender; and Third, to the payment of the principal amount of
      all Loans and L/C Obligations, regardless of whether any such amount is
      then due and payable, ratably among the Lenders in accordance with the
      aggregate principal amount owed to such Lender.
<PAGE>   44
                                                                  EXECUTION COPY

            (c) If any Lender (a "Non-Funding Lender") has (x) failed to make a
Revolving Credit Loan required to be made by it hereunder, and the
Administrative Agent has determined that such Lender is not likely to make such
Revolving Credit Loan or (y) given notice to the Company or the Administrative
Agent that it will not make, or that it has disaffirmed or repudiated any
obligation to make, any Revolving Credit Loan, in each case by reason of the
provisions of the Financial Institutions Reform, Recovery and Enforcement Act of
1989, as amended, or otherwise, (i) any payment made on account of the principal
of the Revolving Credit Loans outstanding shall be made as follows:

            (A) in the case of any such payment made on any date when and to the
      extent that, in the determination of the Administrative Agent, the Company
      would be able, under the terms and conditions hereof, to reborrow the
      amount of such payment under the Commitments and to satisfy any applicable
      conditions precedent set forth in Section 6 to such reborrowing, such
      payment shall be made on account of the outstanding Revolving Credit Loans
      held by the Lenders other than the Non-Funding Lender pro rata according
      to the respective outstanding principal amounts of the Revolving Credit
      Loans of such Lenders; and

            (B) otherwise, such payment shall be made on account of the
      outstanding Revolving Credit Loans held by the Lenders pro rata according
      to the respective outstanding principal amounts of such Revolving Credit
      Loans; and

(ii) any payment made on account of interest on the Revolving Credit Loans shall
be made pro rata according to the respective amounts of accrued and unpaid
interest due and payable on the Revolving Credit Loans with respect to which
such payment is being made. The Company agrees to give the Administrative Agent
such assistance in making any determination pursuant to subparagraph (i)(A) of
this paragraph as the Administrative Agent may reasonably request. The
Administrative Agent shall notify the Lenders of any such determination, which
shall be conclusive and binding on the Lenders.

            (d) All payments (including prepayments) to be made by the Company
on account of principal, interest and fees shall be made without set-off or
counterclaim and shall be made to the Administrative Agent, for the account of
the Lenders at the Administrative Agent's office located at 270 Park Avenue, New
York, New York 10017, in lawful money of the United States of America and in
immediately available funds. The Administrative Agent shall promptly distribute
such payments in accordance with the provisions of subsection 4.9(b) promptly
upon receipt in like funds as received. If any payment hereunder (other than
payments on Eurodollar Loans) would become due and payable on a day other than a
Business Day, such payment shall become due and payable on the next succeeding
Business Day and, with respect to payments of principal, interest thereon shall
be payable at the then applicable rate during such extension. If any payment on
a Eurodollar Loan becomes due and payable on a day other than a Business Day,
the maturity thereof shall be extended to the next succeeding Business Day (and
with respect to payments of principal, interest thereon shall be payable at the
then applicable rate during such extension), unless the result of such extension
would be to extend such payment into another calendar month in which event such
payment shall be made on the immediately preceding Business Day.

            (e) Unless the Administrative Agent shall have been notified in
writing by any Lender prior to a borrowing that such Lender will not make the
amount which would constitute its
<PAGE>   45
                                                                  EXECUTION COPY

Commitment Percentage of such borrowing available to the Administrative Agent,
the Administrative Agent may assume that such Lender is making such amount
available to the Administrative Agent in accordance with subsection 4.1 and the
Administrative Agent may, in reliance upon such assumption, make available to
the Company thereof a corresponding amount. If such amount is not made available
to the Administrative Agent by the required time on the Borrowing Date therefor,
such Lender shall pay to the Administrative Agent, on demand, such amount with
interest thereon at a rate equal to the daily average Federal Funds Effective
Rate for the period until such Lender makes such amount immediately available to
the Administrative Agent. A certificate of the Administrative Agent submitted to
any Lender with respect to any amounts owing under this subsection 4.9(e) shall
be conclusive, absent manifest error. If such Lender's Commitment Percentage of
such borrowing is not in fact made available to the Administrative Agent by such
Lender within three Business Days of such Borrowing Date, the Administrative
Agent shall also be entitled to recover such amount with interest thereon at the
rate per annum applicable to Alternate Base Rate Loans hereunder, on demand,
from the Company, without prejudice to any rights which the Company or the
Administrative Agent may have against such Lender hereunder. Nothing contained
in this subsection 4.9 shall relieve any Lender which has failed to make
available its ratable portion of any borrowing hereunder from its obligation to
do so in accordance with the terms hereof.

            (f) The failure of any Lender to make the Loan to be made by it on
any Borrowing Date shall not relieve any other Lender of its obligation, if any,
hereunder to make its Loan on such Borrowing Date, but no Lender shall be
responsible for the failure of any other Lender to make the Loan to be made by
such other Lender on such Borrowing Date.

            (g) All payments and optional prepayments (other than prepayments as
set forth in subsection 4.11 with respect to increased costs) of Eurodollar
Loans hereunder shall be in such amounts and be made pursuant to such elections
so that, after giving effect thereto, the aggregate principal amount of all
Eurodollar Loans with the same Interest Period shall not be less than $2,000,000
or a whole multiple of $1,000,000 in excess thereof.

            4.10 Illegality. Notwithstanding any other provision herein, if any
Change in Law occurring after the date that any lender becomes a Lender party to
this Agreement, shall make it unlawful for such Lender to make or maintain
Eurodollar Loans as contemplated by this Agreement, the commitment of such
Lender hereunder to make Eurodollar Loans or to convert all or a portion of
Alternate Base Rate Loans into Eurodollar Loans shall forthwith be suspended
until such time, if any, as such illegality shall no longer exist and such
Lender's Loans then outstanding as Eurodollar Loans, if any, shall be converted
automatically to Alternate Base Rate Loans for the duration of the respective
Interest Periods (or, if permitted by applicable law, at the end of such
Interest Periods) and all payments of principal which would otherwise be applied
to such Eurodollar Loans shall be applied instead to such Lender's Alternate
Base Rate Loans. The Company hereby agrees to pay any Lender, promptly upon its
demand, any amounts payable pursuant to subsection 4.12 in connection with any
conversion in accordance with this subsection 4.10 (such Lender's notice of such
costs, as certified in reasonable detail as to such amounts to the Company
through the Administrative Agent, to be conclusive absent manifest error).

            4.11 Requirements of Law. (a) In the event that any Change in Law or
compliance by any Lender with any request or directive (whether or not having
the force of law) from any
<PAGE>   46
                                                                  EXECUTION COPY

central bank or other Governmental Authority occurring after the date that any
lender becomes a Lender party to this Agreement:

             (i) does or shall subject any such Lender or its Eurodollar Lending
      Office to any tax of any kind whatsoever with respect to this Agreement,
      any Note or any Eurodollar Loans made by it, or change the basis of
      taxation of payments to such Lender or its Eurodollar Lending Office of
      principal, the commitment fee, interest or any other amount payable
      hereunder (except for (x) net income and franchise taxes imposed on the
      net income of such Lender or its Eurodollar Lending Office by the
      jurisdiction under the laws of which such Lender is organized or any
      political subdivision or taxing authority thereof or therein, or by any
      jurisdiction in which such Lender's Eurodollar Lending Office is located
      or any political subdivision or taxing authority thereof or therein,
      including changes in the rate of tax on the overall net income of such
      Lender or such Eurodollar Lending Office, and (y) taxes resulting from the
      substitution of any such system by another system of taxation, provided
      that the taxes payable by Lenders subject to such other system of taxation
      are not generally charged to borrowers from such Lenders having loans or
      advances bearing interest at a rate similar to the Eurodollar Rate);

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

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

and the result of any of the foregoing is to increase the cost to such Lender or
its Eurodollar Lending Office of making, converting, renewing or maintaining
advances or extensions of credit or to reduce any amount receivable hereunder,
in each case, in respect of its Eurodollar Loans, then, in any such case, the
Company shall promptly pay such Lender, upon its demand, any additional amounts
necessary to compensate such Lender for such additional cost or reduced amount
receivable which such Lender deems to be material as determined by such Lender
with respect to such Eurodollar Loans, together with interest on each such
amount from the date demanded until payment in full thereof at a rate per annum
equal to the Alternate Base Rate plus 1%.

            (b) In the event that any Change in Law occurring after the date
that any lender becomes a Lender party to this Agreement with respect to any
such Lender shall, in the opinion of such Lender, require that any Commitment of
such Lender be treated as an asset or otherwise be included for purposes of
calculating the appropriate amount of capital to be maintained by such Lender or
any corporation controlling such Lender, and such Change in Law shall have the
effect of reducing the rate of return on such Lender's or such corporation's
capital, as the case may be, as a consequence of such Lender's obligations
hereunder to a level below that which such Lender or such corporation, as the
case may be, could have achieved but for such Change in Law (taking into account
such Lender's or such corporation's policies, as the case may be, with respect
to capital adequacy) by an amount deemed by such Lender to be material, then
from time to time following notice by such Lender to the Company of such Change
in Law as provided in paragraph (c) of this subsection 4.11, within 15 days
after demand by such Lender, the Company shall pay to such
<PAGE>   47
                                                                  EXECUTION COPY

Lender such additional amount or amounts as will compensate such Lender or such
corporation, as the case may be, for such reduction.

            (c) The Company shall not be required to make any payments to any
Lender for any additional amounts pursuant to this subsection 4.11 unless such
Lender has given written notice to the Company, through the Administrative
Agent, of its intent to request such payments prior to or within 60 days after
the date on which such Lender became entitled to claim such amounts. If any
Lender has notified the Company through the Administrative Agent of any
increased costs pursuant to paragraph (a) of this subsection 4.11, the Company
at any time thereafter may, upon at least three Business Days' notice to the
Administrative Agent (which shall promptly notify the Lenders thereof), and
subject to subsection 4.12, prepay (or convert into Alternate Base Rate Loans)
all (but not a part) of the Eurodollar Loans then outstanding. Each Lender
agrees that, upon the occurrence of any event giving rise to the operation of
paragraph (a) of this subsection 4.11 with respect to such Lender, it will, if
requested by the Company and to the extent permitted by law or by the relevant
Governmental Authority, endeavor in good faith to avoid or minimize the increase
in costs or reduction in payments resulting from such event (including, without
limitation, endeavoring to change its Eurodollar Lending Office); provided,
however, that such avoidance or minimization can be made in such a manner that
such Lender, in its sole determination, suffers no economic, legal or regulatory
disadvantage. If any Lender requests compensation from the Company under this
subsection 4.11, the Company may, by notice to such Lender (with a copy to the
Administrative Agent), suspend the obligation of such Lender thereafter to make
or continue Loans of the Type with respect to which such compensation is
requested, or to convert Loans of any other Type into Loans of such Type, until
the Requirement of Law giving rise to such request ceases to be in effect,
provided that such suspension shall not affect the right of such Lender to
receive the compensation so requested.

            (d) Each Lender that is not a United States Person (as defined in
Section 7701(a)(30) of the Code) for federal income tax purposes either (1) in
the case of a Lender that is a "bank" within the meaning of Section 881(c)(3)(A)
of the Code, (i) represents to the Company (for the benefit of the Company and
the Administrative Agent) that under applicable law and treaties no taxes are
required to be withheld by the Company or the Administrative Agent with respect
to any payments to be made to such Lender in respect of the Loans or the L/C
Participating Interests, (ii) agrees to furnish to the Company, with a copy to
the Administrative Agent, either U.S. Internal Revenue Service Form 4224 or U.S.
Internal Revenue Service Form 1001 (wherein such Lender claims entitlement to
complete exemption from U.S. federal withholding tax on all interest payments
hereunder) and (iii) agrees (for the benefit of the Company and the
Administrative Agent), to the extent it may lawfully do so at such times, to
provide the Company, with a copy to the Administrative Agent, a new Form 4224 or
Form 1001 upon the expiration or obsolescence of any previously delivered form
and comparable statements in accordance with applicable U.S. laws and
regulations and amendments duly executed and completed by such Lender, and to
comply from time to time with all applicable U.S. laws and regulations with
regard to such withholding tax exemption or (2) in the case of a Lender that is
not a "bank" within the meaning of Section 881(c)(3)(A) of the Code, (i)
represents to the Company (for the benefit of the Company and the Administrative
Agent) that it is not a bank within the meaning of Section 881(c)(3)(A) of the
Code, (ii) agrees to furnish to the Company, with a copy to the Administrative
Agent, (A) a certificate substantially in the form of Exhibit K hereto (any such
certificate, a "Subsection 4.11(d)(2) Certificate") and (B) two accurate and
complete original signed copies of Internal Revenue Service Form W-8, certifying
to such Lender's legal entitlement at the Closing Date to an exemption from U.S.
withholding tax under the
<PAGE>   48
                                                                  EXECUTION COPY

provisions of Section 881(c) of the Code with respect to all payments to be made
under this Agreement, and (iii) agrees, to the extent legally entitled to do so,
upon reasonable request by the Company, to provide to the Company (for the
benefit of the Company and the Administrative Agent) such other forms as may be
required in order to establish the legal entitlement of such Lender to an
exemption from withholding with respect to payments under this Agreement.
Notwithstanding any provision of this subsection 4.11 to the contrary, the
Company shall have no obligation to pay any amount to or for the account of any
Lender (or the Eurodollar Lending Office of any Lender) on account of any taxes
pursuant to this subsection 4.11, to the extent that such amount results from
(i) the failure of any Lender to comply with its obligations pursuant to this
subsection 4.11, (ii) any representation or warranty made or deemed to be made
by any Lender pursuant to this subsection 4.11(d) proving to have been
incorrect, false or misleading in any material respect when so made or deemed to
be made or (iii) any Change in Law or compliance by any Lender with any request
or directive (whether or not having the force of law) from any central bank or
other Governmental Authority, the effect of which would be to subject to any
taxes any payment made pursuant to this Agreement to any Lender making the
representation and covenants set forth in subsection 4.11(d)(2), which payment
would not be subject to such taxes were such Lender eligible to make and comply
with, and actually made and complied with, the representation and covenants set
forth in subsection 4.11(d)(1) hereinabove.

            (e) A certificate in reasonable detail as to any amounts submitted
by such Lender, through the Administrative Agent, to the Company, shall be
conclusive in the absence of manifest error. The covenants contained in this
subsection 4.11 shall survive the termination of this Agreement and repayment of
the Loans.

            4.12 Indemnity. The Company agrees to indemnify each Lender and to
hold such Lender harmless from any loss or expense (but without duplication of
any amounts payable as default interest) which such Lender may sustain or incur
as a consequence of (a) default by the Company in payment of the principal
amount of or interest on any Eurodollar Loans of such Lender, including, but not
limited to, any such loss or expense arising from interest or fees payable by
such Lender to lenders of funds obtained by it in order to make or maintain its
Eurodollar Loans hereunder, (b) default by the Company in making a borrowing
after the Company has given a notice in accordance with subsection 4.1 or in
making a conversion of Alternate Base Rate Loans to Eurodollar Loans or in
continuing Eurodollar Loans as such, in either case, after the Company has given
notice in accordance with subsection 4.2, (c) default by the Company in making
any prepayment after the Company has given a notice in accordance with
subsection 4.4 or (d) a payment or prepayment of a Eurodollar Loan or conversion
(including without limitation, a conversion pursuant to subsection 4.10) of any
Eurodollar Loan into an Alternate Base Rate Loan, in either case on a day which
is not the last day of an Interest Period with respect thereto, including, but
not limited to, any such loss or expense arising from interest or fees payable
by such Lender to lenders of funds obtained by it in order to maintain its
Eurodollar Loans hereunder (but excluding loss of profit). This covenant shall
survive termination of this Agreement and repayment of the Loans.

            4.13 Repayment of Loans; Evidence of Debt. (a) The Company hereby
unconditionally promises to pay to the Administrative Agent for the account of
each Lender (i) the then unpaid principal amount of each Revolving Credit Loan
of such Lender on the Revolving Credit Termination Date, (ii) the principal
amount of the Term Loan of such Lender, in nine consecutive installments with
respect to the Tranche B Term Loans and the Tranche B-1 Term
<PAGE>   49
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Loans and eight consecutive installments with respect to Tranche B-2 Term Loans,
payable on each Installment Payment Date (or the then unpaid principal amount of
such Term Loan, or the date that the Term Loans become due and payable pursuant
to Section 9) and on the Maturity Date and (iii) the then unpaid principal
amount of the Swing Line Loans of the Swing Line Lender on the Revolving Credit
Termination Date. The Company hereby further agrees to pay interest on the
unpaid principal amount of the Loans from time to time outstanding from the date
hereof until payment in full thereof at the rates per annum, and on the dates,
set forth in subsection 4.5.

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

            (c) The Administrative Agent shall maintain the Register pursuant to
subsection 11.6(d), and a subaccount therein for each Lender, in which shall be
recorded (i) the amount of each Revolving Credit Loan, Tranche B Term Loan,
Tranche B-1 Term Loan and Tranche B-2 Term Loan made hereunder, the Type thereof
and each Interest Period applicable thereto, (ii) the amount of any principal or
interest due and payable or to become due and payable from the Company to each
Lender hereunder and (iii) both the amount of any sum received by the
Administrative Agent hereunder from the Company and each Lender's share thereof.

            (d) The entries made in the Register and the accounts of each Lender
maintained pursuant to subsection 4.13(b) shall, to the extent permitted by
applicable law, be prima facie evidence of the existence and amounts of the
obligations of the Company therein recorded; provided, however, that the failure
of any Lender or the Administrative Agent to maintain the Register or any such
account, or any error therein, shall not in any manner affect the obligation of
the Company to repay (with applicable interest) the Loans made to such Company
by such Lender in accordance with the terms of this Agreement.

            (e) The Company agrees that, upon the request to the Administrative
Agent by any Lender and receipt by the Company of any notes issued to such
Lender under the Existing Credit Agreement, the Company will execute and deliver
to such Lender (i) a promissory note of the Company evidencing the Revolving
Credit Loans of such Lender, substantially in the form of Exhibit A with
appropriate insertions as to date and principal amount (a "Revolving Credit
Note"), and/or (ii) a promissory note of the Company evidencing the Tranche B
Term Loan of such Lender, substantially in the form of Exhibit B with
appropriate insertions as to date and principal amount (a "Tranche B Note"),
and/or (iii) a promissory note of the Company evidencing the Tranche B-1 Term
Loan of such Lender, substantially in the form of Exhibit B-1 with appropriate
insertions as to date and principal amount (a "Tranche B-1 Note") and/or (iv) a
promissory note of the Company evidencing the Tranche B-2 Term Loan of such
Lender, substantially in the form of Exhibit B-2 with appropriate insertions as
to date and principal amount (a "Tranche B-2 Note"; each Tranche B Note, Tranche
B-1 Note and Tranche B-2 Note, a "Term Loan Note", and collectively, the "Term
Loan Notes"), and/or (v) in the case of the Swing Line Lender, a promissory note
of the Company evidencing the Swing Line Loans of the Swing Line Lender,
substantially in the form of Exhibit C with appropriate insertions as to date
and principal amount (the "Swing Line Note").

            4.14 Replacement of Lenders. In the event any Lender or the Issuing
Lender exercises its rights pursuant to subsection 4.10 or requests payments
pursuant to subsections 3.10 or
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4.11, the Company may require, at the Company's expense and subject to
subsection 4.12, such Lender or the Issuing Lender to assign, at par plus
accrued interest and fees, without recourse (in accordance with subsection 11.6)
all of its interests, rights and obligations hereunder (including all of its
Commitments and the Loans and other amounts at the time owing to it hereunder
and its Notes and its interest in the Letters of Credit) to a bank, financial
institution or other entity specified by the Company, provided that (i) such
assignment shall not conflict with or violate any law, rule or regulation or
order of any court or other Governmental Authority, (ii) the Company shall have
received the written consent of the Administrative Agent, which consent shall
not be unreasonably withheld, to such assignment, (iii) the Company shall have
paid to the assigning Lender or the Issuing Lender all monies other than
principal, interest and fees accrued and owing hereunder to it (including
pursuant to subsections 3.10, 4.10 and 4.11) and (iv) in the case of a required
assignment by the Issuing Lender, the Letters of Credit shall be canceled and
returned to the Issuing Lender.


            SECTION 5.  REPRESENTATIONS AND WARRANTIES

            In order to induce the Lenders to enter into this Agreement and to
make the Loans and to induce the Issuing Lender to issue, and the Participating
Lenders to participate in, the Letters of Credit, the Company hereby represents
and warrants to each Lender and the Administrative Agent, as of the Closing Date
and as of the making of any extension of credit hereunder:

            5.1 Financial Condition. (a) The consolidated balance sheet of the
Company and its consolidated Subsidiaries as at January 31, 1999 and the related
consolidated statement of operations for the fiscal year ended on such date,
audited by PricewaterhouseCoopers LLP, or any successor thereto, a copy of which
has heretofore been furnished to each Lender, present fairly in accordance with
GAAP the consolidated financial condition of the Company and its consolidated
Subsidiaries as at such date, and the consolidated results of their operations
and their consolidated cash flows for the fiscal year then ended. All such
financial statements have been prepared in accordance with GAAP applied
consistently throughout the periods involved (except as approved by such
accountants and as disclosed therein). Neither the Company nor any of its
consolidated Subsidiaries had, at the date of the most recent balance sheet
referred to above, any material Contingent Obligation, contingent liability or
liability for taxes, or any long-term lease or unusual forward or long-term
commitment, including, without limitation, any material interest rate or foreign
currency swap or exchange transaction, which is not reflected in the foregoing
statements or in the notes thereto or expressly permitted to be incurred
hereunder.

            (b) The unaudited consolidated balance sheet of the Company and its
consolidated Subsidiaries as at August 1, 1999 and the related unaudited
consolidated statements of income and cash flows of the Company and its
Subsidiaries for the quarter ending August 1, 1999, certified by a Responsible
Officer of the Company, copies of which have heretofore been furnished to each
Lender, present fairly in accordance with GAAP the financial position of the
Company and its consolidated Subsidiaries as at such dates. Such balance sheet
and statements of income and cash flows, including the related schedules and
notes thereto, have been prepared in accordance with GAAP (except as approved by
such Responsible Officer and disclosed therein). The Company and its
consolidated Subsidiaries did not have at the date of such balance sheet and
statements of income and cash flows, any material Contingent Obligation,
contingent liability or liability for taxes, or any long-term lease or unusual
forward or long-term commitment, including, without limitation, any interest
rate or foreign currency exchange transaction, which is not reflected in such
balance sheet,
<PAGE>   51
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statements of income and cash flows or in the notes thereto. During the period
from August 1, 1999 to the Closing Date, no dividends or other distributions
have been declared, paid or made upon the Capital Stock of the Company or any of
its consolidated Subsidiaries nor has any of the Capital Stock of the Company or
any of its consolidated Subsidiaries been redeemed, retired, purchased or
otherwise acquired for value by the Company or any of its consolidated
Subsidiaries, respectively, except as permitted by subsection 8.11.

            (c) The unaudited consolidated pro forma balance sheet of the
Company and its consolidated Subsidiaries as at the date of the most recently
ended fiscal quarter immediately prior to the Closing Date for which financial
statements are available, certified by a Responsible Officer of the Company (the
"Pro Forma Balance Sheet"), a copy of which has heretofore been furnished to
each Lender, is the unaudited balance sheet of the Company and its consolidated
Subsidiaries, adjusted to give effect (as if such events had occurred on such
date, but excluding any purchase accounting adjustments) to (i) the Transaction,
(ii) and the issuance of the Letters of Credit to be incurred or issued, as the
case may be, on the Closing Date and (iii) the incurrence of all Indebtedness
that the Company and its consolidated Subsidiaries expect to incur, and the
payment of all amounts the Company and its consolidated Subsidiaries expect to
pay, in connection with the Transaction. The Pro Forma Balance Sheet, together
with the notes thereto, was prepared based on good faith assumptions in
accordance with GAAP, excluding any purchase accounting adjustments, and is
based on the best information available to the Company and its consolidated
Subsidiaries as of the date of delivery thereof, and reflects on a pro forma
basis the financial position of the Company and its consolidated Subsidiaries as
of the Closing Date as adjusted, as described above, assuming that the events
specified in the preceding sentence had actually occurred at the Closing Date.

            5.2 No Change. Since January 31, 1999, (a) there has been no change,
and (as of the Closing Date only) no development or event, which has had or
could reasonably be expected to have a material adverse effect on the business,
assets, condition (financial or otherwise) or results of operations of the
Company and its Subsidiaries taken as a whole, and (b) no dividends or other
distributions have been declared, paid or made upon the Capital Stock of the
Company nor has any of the Capital Stock of the Company been redeemed, retired,
repurchased or otherwise acquired for value by the Company or any of its
Subsidiaries, except as permitted by subsection 8.11.

            5.3 Corporate Existence; Compliance with Law. Each of the Company
and its Subsidiaries (a) is a corporation duly organized and validly existing
under the laws of the jurisdiction of its incorporation, (b) has full corporate
power and authority and possesses all governmental franchises, licenses,
permits, authorizations and approvals necessary to enable it to use its
corporate name and to own, lease or otherwise hold its properties and assets and
to carry on its business as presently conducted other than such franchises,
licenses, permits, authorizations and approvals the lack of which, individually
or in the aggregate, would not have a material adverse effect on the business,
assets, condition (financial or otherwise) or results of operations of the
Company and its Subsidiaries, taken as a whole, (c) is duly qualified and in
good standing to do business in each jurisdiction in which the nature of its
business or the ownership, leasing or holding of its properties makes such
qualification necessary, except such jurisdictions where the failure so to
qualify would not have a material adverse effect on the business, assets,
condition (financial or otherwise) or results of operations of the Company and
its Subsidiaries, taken as a whole, and (d) except as disclosed in the
Environmental Reports, is in compliance with all applicable statutes, laws,
ordinances, rules, orders, permits and regulations of any governmental authority
or instrumentality,
<PAGE>   52
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domestic or foreign (including, without limitation, those related to Hazardous
Materials and substances), except where noncompliance would not be reasonably
likely to have a material adverse effect on the business, assets, condition
(financial or otherwise) or results of operations of the Company and its
Subsidiaries, taken as a whole. Except as disclosed in the Environmental
Reports, none of the Company or any of its Subsidiaries has received any written
communication from a Governmental Authority that alleges that the Company or any
of its Subsidiaries is not in compliance, in all material respects, with all
material federal, state, local or foreign laws, ordinances, rules and
regulations.

            5.4 Corporate Power; Authorization. Each of the Company and its
Subsidiaries has the corporate power and authority to make, deliver and perform
each of the Credit Documents to which it is a party, and the Company has the
corporate power and authority and legal right to borrow hereunder and to have
Letters of Credit issued for its account hereunder. Each of the Company and its
Subsidiaries has taken all necessary corporate action to authorize the
execution, delivery and performance of each of the Credit Documents to which it
is or will be a party and the Company has taken all necessary corporate action
to authorize the borrowings hereunder and the issuance of Letters of Credit for
its account hereunder. No consent or authorization of, or filing with, any
Person (including, without limitation, any Governmental Authority) is required
in connection with the execution, delivery or performance by the Company or any
of its Subsidiaries, or for the validity or enforceability against the Company
or any of its Subsidiaries, of any Credit Document except for consents,
authorizations and filings which have been obtained or made and are in full
force and effect and except (i) such consents, authorizations and filings, the
failure to obtain or perform (x) which would not have a material adverse effect
on the business, assets, condition (financial or otherwise) or results of
operations of the Company and its Subsidiaries taken as a whole, and (y) which
would not adversely affect the validity or enforceability of any of the Credit
Documents or the rights or remedies of the Administrative Agent or the Lenders
thereunder and (ii) such filings as are necessary to perfect the Liens of the
Lenders created pursuant to this Agreement and the Security Documents.

            5.5 Enforceable Obligations. This Agreement and the Stock Purchase
Agreement have been, and each of the other Credit Documents and any other
agreement to be entered into by any Credit Party pursuant to the Stock Purchase
Agreement will be, duly executed and delivered on behalf of such Credit Party
that is party thereto. The Stock Purchase Agreement has been duly executed and
delivered, to the best knowledge of the Company, on behalf of the other parties
thereto. This Agreement constitutes, and each of the other Credit Documents and
any other agreement to be entered into by any Credit Party pursuant to the Stock
Purchase Agreement will constitute upon execution and delivery, the legal, valid
and binding obligation of such Credit Party, and is enforceable against such
Credit Party in accordance with its terms, except as may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws
affecting creditors' rights generally and by general principles of equity
(regardless of whether enforcement is sought in a proceeding in equity or at
law). The Stock Purchase Agreement constitutes the legal, valid and binding
obligation of, to the best knowledge of the Company, the parties thereto
enforceable against such Persons in accordance with its terms, except, in each
case, as may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium, or similar laws affecting creditors' rights generally and by general
principles of equity (regardless of whether enforcement is sought in a
proceeding in equity or at law).



<PAGE>   53
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                  5.6 No Legal Bar. The execution, delivery and performance of
each Credit Document, the incurrence or issuance of and use of the proceeds of
the Loans and of drawings under the Letters of Credit and the transactions
contemplated by the Stock Purchase Agreement and the Credit Documents, (a) will
not violate any Requirement of Law or any Contractual Obligation applicable to
or binding upon the Company or any Subsidiary of the Company or any of their
respective properties or assets, in any manner which, individually or in the
aggregate, (i) would have a material adverse effect on the ability of the
Company or any such Subsidiary to perform its obligations under the Credit
Documents, the Stock Purchase Agreement, or any other agreement to be entered
into pursuant to the Stock Purchase Agreement to which it is a party, (ii) would
give rise to any liability on the part of the Administrative Agent or any Lender
or (iii) would have a material adverse effect on the business, assets, condition
(financial or otherwise) or results of operations of the Company and its
Subsidiaries taken as a whole, and (b) will not result in the creation or
imposition of any Lien on any of its properties or assets pursuant to any
Requirement of Law applicable to it, as the case may be, or any of its
Contractual Obligations, except for the Liens arising under the Security
Documents.

                  5.7 No Material Litigation. No litigation by, investigation
known to the Company by, or proceeding of, any Governmental Authority is pending
against the Company or any of its Subsidiaries or (as of the Closing Date) PAI
or any of its Subsidiaries (including after giving effect to the Transaction)
with respect to the validity, binding effect or enforceability of the Stock
Purchase Agreement, any Credit Document, the Loans made hereunder, the use of
proceeds hereof, or of any drawings under a Letter of Credit and the other
transactions contemplated hereby. No lawsuits, claims, proceedings or
investigations pending or, to the best knowledge of the Company, threatened as
of the Closing Date against or affecting the Company or any Subsidiary of the
Company or (as of the Closing Date) PAI or any of its Subsidiaries or any of
their respective properties, assets, operations or businesses (including after
giving effect to the Transaction) in which there is a probability of an adverse
determination, is reasonably likely, if adversely decided, to have a material
adverse effect on the business, assets, condition (financial or otherwise) or
results of operations of the Company and its Subsidiaries taken as a whole or
(as of the Closing Date) PAI and its Subsidiaries taken as a whole.

                  5.8 Investment Company Act. Neither the Company nor any
Subsidiary of the Company is an "investment company" or a company "controlled"
by an "investment company" (as each of the quoted terms is defined or used in
the Investment Company Act of 1940, as amended).

                  5.9 Federal Regulation. No part of the proceeds of any of the
Loans or any drawing under a Letter of Credit will be used for any purpose which
violates the provisions of Regulation T, U or X of the Board. Neither the
Company nor any of its Subsidiaries is engaged or will engage, principally or as
one of its important activities, in the business of extending credit for the
purpose of "buying" or "carrying" any "margin stock" within the respective
meanings of each of the quoted terms under said Regulation U.

                  5.10 No Default. The Company and each of its Subsidiaries have
performed all material obligations required to be performed by them under their
respective Contractual Obligations (including after giving effect to the
Transaction) and they are not (with or without the lapse of time or the giving
of notice, or both) in breach or default in any respect thereunder, except to
the extent that such breach or default would not have a material adverse effect
on the business, assets, condition (financial or otherwise) or results of
operations of the Company and its Subsidiaries

<PAGE>   54
                                                                  EXECUTION COPY

taken as a whole. Neither the Company nor any of its Subsidiaries (including
after giving effect to the Transaction) is in default under any material
judgment, order or decree of any Governmental Authority, domestic or foreign,
applicable to it or any of its respective properties, assets, operations or
business, except to the extent that any such defaults would not, in the
aggregate, have a material adverse effect on the business, assets, condition
(financial or otherwise) or results of operations of the Company and its
Subsidiaries taken as a whole.

                  5.11 Taxes. Each of the Company and its Subsidiaries
(including after giving effect to the Transaction) has filed or caused to be
filed all material tax returns which, to the best knowledge of the Company, are
required to be filed and has paid all taxes shown to be due and payable on said
returns or on any assessments made against it or any of its property and all
other taxes, fees or other charges imposed on it or any of its property by any
Governmental Authority (other than any amount of which is currently being
contested in good faith by appropriate proceedings and with respect to which
reserves (or other sufficient provisions) in conformity with GAAP have been
provided on the books of the Company or its Subsidiaries (including after giving
effect to the Transaction), as the case may be); no tax Lien has been filed,
and, to the best knowledge of the Company, no written claim is being asserted,
with respect to any such taxes, fees or other charges.

                  5.12 Subsidiaries. As of the Closing Date, the only
Subsidiaries of the Company are those listed on Schedule 5.12. On the Closing
Date and at all times thereafter, Holdings owns 100% of the issued and
outstanding Capital Stock of the Company.

                  5.13 Ownership of Property; Liens. As of the Closing Date and
as of the making of any extension of credit hereunder (subject to transfers and
dispositions of property permitted under subsection 8.5) each of the Company and
its Subsidiaries has good and valid title to all of its material assets (other
than real property or interests in real property) in each case free and clear of
all mortgages, liens, security interests or encumbrances of any nature
whatsoever except Permitted Liens. With respect to real property or interests in
real property, as of the Closing Date, each of the Company and its Subsidiaries
has (i) fee title to all of the real property listed on Schedule 5.13 under the
heading "Fee Properties" (each, a "Fee Property"), and (ii) good and valid title
to the leasehold estates in all of the real property leased by it and listed on
Schedule 5.13 under the heading "Leased Properties" (each, a "Leased Property"),
in each case free and clear of all mortgages, liens, security interests,
easements, covenants, rights-of-way and other similar restrictions of any nature
whatsoever, except Permitted Liens. The Fee Properties and the Leased Properties
constitute, as of the Closing Date, all of the real property owned in fee or
leased by the Company and its Subsidiaries.

                  5.14 ERISA. The "amount of unfunded benefit liabilities"
(within the meaning of Section 4001(a)(18) of ERISA) of any Single Employer Plan
of the Company or any Commonly Controlled Entity would not result in a material
liability to the Company if any or all such Single Employer Plans were
terminated. None of the Company, any Subsidiary of the Company or any Commonly
Controlled Entity would be liable for any amount pursuant to Sections 4063 or
4064 of ERISA, if any Single Employer Plan were to terminate. Neither the

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Company nor any Commonly Controlled Entity has been involved in any transaction
that would cause the Company to be subject to material liability with respect to
a Single Employer Plan to which the Company or any Commonly Controlled Entity
contributed or was obligated to contribute during the six-year period ending on
the date this representation is made under Sections 4062 or 4069 of ERISA.
Neither the Company nor any Commonly Controlled Entity has incurred any material
liability under Title IV of ERISA which could become or remain a material
liability of the Company after the Closing Date and the consummation of the
Transaction. None of the Company, any Subsidiary of the Company, or, to the best
knowledge of the Company, any director, officer or employee thereof, or any of
the Plans or any trust created thereunder, or any fiduciary thereof, has engaged
in a transaction or taken any other action or omitted to take any action
involving any Plan which could constitute a prohibited transaction within the
meaning of Section 406 of ERISA which is not otherwise exempted and which would
result in a material liability to the Company, or would cause the Company to be
subject to either a material liability or material civil penalty assessed
pursuant to Sections 409 or 502(i) or (l) of ERISA or a material tax imposed
pursuant to Sections 4975 or 4976 of the Code. Each of the Plans (to the best
knowledge of the Company with respect to any Multiemployer Plan) has been
operated and administered in all material respects in accordance with applicable
laws, including but not limited to ERISA and the Code. There are no material
pending or, to the best knowledge of the Company, threatened claims by or on
behalf of any of the Plans or any fiduciary, by any employee or beneficiary
covered under any such Plan, or otherwise involving any such Plan or fiduciary
for which the Company could have any material liability (other than routine
claims for benefits). To the best knowledge of the Company, no condition exists,
and no event has occurred with respect to any Multiemployer Plan which presents
a material risk of a complete or partial withdrawal under Subtitle E of Title IV
of ERISA for which the Company could have any material liability, nor has the
Company or any Commonly Controlled Entity been notified that any such
Multiemployer Plan is insolvent or in reorganization within the meaning of
Section 4241 of ERISA. Neither the Company nor any Commonly Controlled Entity
nor any Subsidiary has been a party to any transaction or agreement to which the
provisions of Section 4204 of ERISA were applicable. None of the Company, or any
Commonly Controlled Entity or any of their respective Subsidiaries is obligated
to contribute to a Multiemployer Plan, on behalf of any current or former
employee of the Company, any Commonly Controlled Entity or such Subsidiary. The
liability to which the Company, any Commonly Controlled Entity or any of their
respective Subsidiaries would become subject under ERISA if all such Persons
were to withdraw completely from all Plans on the Closing Date (after giving
effect to the Transaction) is not in excess of $2,000,000. None of the Plans or
any trust established thereunder has incurred any "accumulated funding
deficiency" (as defined in Section 302 of ERISA and Section 412 of the Code),
whether or not waived, as of the last day of the most recent fiscal year of each
of the Plans. No contribution failure has occurred with respect to any Plan
sufficient to give rise to a lien under Section 302(f) of ERISA.

                  5.15 Collateral Documents. (a) At all times after the
execution and delivery of the Pledge Agreements and all supplements thereto,
each of the Pledge Agreements and all supplements thereto is effective to create
in favor of the Administrative Agent, for the ratable benefit of the Lenders, a
legal, valid and enforceable security interest in the pledged stock described
therein and, so long as stock certificates representing or constituting the
pledged stock described in each of the Pledge Agreements are in the possession
of the Administrative Agent, such security interest, subject to the existence of
Permitted Liens and, with respect to the Company Pledge Agreement and the
Subsidiary Pledge Agreement, the merger of any Subsidiary with and into the
Company or another Subsidiary of the Company permitted under subsection 8.4(b)
or 8.5(b), constitutes a perfected first lien on, and security interest in, all
right, title and interest of the pledgor party thereto in the pledged stock
described therein.

                  (b) At all times after the execution and delivery of the
Security Agreements and all supplements thereto, each of the Security Agreements
and all supplements thereto is effective to
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create in favor of the Administrative Agent, for the ratable benefit of the
Lenders, a legal, valid and enforceable security interest in the collateral
described therein and Uniform Commercial Code financing statements have been
filed in each of the jurisdictions listed on Schedule 5.15(b), or arrangements
have been made for such filing in such jurisdictions, and upon such filing, and
upon the taking of possession by the Administrative Agent of any such collateral
the security interests in which may be perfected only by possession, such
security interests will, subject to the existence of Permitted Liens and, with
respect to the Subsidiary Security Agreement, the merger of any Subsidiary with
and into the Company or another Subsidiary of the Company permitted under
subsection 8.4(b) or 8.5(b), constitutes a perfected first lien on, and security
interest in, all right, title and interest of the debtor party thereto in the
collateral described therein, except to the extent that a security interest
cannot be perfected therein by the filing of a financing statement or the taking
of possession under the Uniform Commercial Code of the relevant jurisdiction.

                  5.16 Copyrights, Permits, Trademarks and Licenses. Schedule
5.16 sets forth a true and complete list of all material trademarks (registered
or unregistered), trade names, service marks and copyrights and applications
therefor owned, used or filed by or licensed to the Company and its Subsidiaries
(after giving effect to the Transaction) and, with respect to registered
trademarks (if any), contains a list of all jurisdictions in which such
trademarks are registered or applied for and all registration and application
numbers. Except as disclosed on Schedule 5.16, the Company or a Subsidiary
(after giving effect to the Transaction) owns or has the right to use, without
payment to any other party, trademarks (registered or unregistered), trade
names, service marks, copyrights and applications therefor referred to in such
Schedule. To the best knowledge of the Company, no claims are pending by any
Person with respect to the ownership, validity, enforceability or the Company's
or any Subsidiary's use of any such trademarks (registered or unregistered),
trade names, service marks, copyrights, or applications therefor, challenging or
questioning the validity or effectiveness of any of the foregoing, in any
jurisdiction, domestic or foreign.


                  5.17 Environmental Matters. Except as set forth in the
Environmental Reports and except to the extent that the facts and circumstances
giving rise to the failure of any of the following to be true and correct would
not be reasonably likely to have a material adverse effect on the business,
assets, condition (financial or otherwise) or results of operations of the
Company and its Subsidiaries taken as a whole:

                  (a) To the best knowledge of the Company, no parcel of real
property owned or operated by the Company or any of its Subsidiaries contains,
and has not previously contained, in, on or under including, without limitation,
the soil and groundwater thereunder, any Hazardous Materials in amounts or
concentrations that constitute or constituted a material violation of, or could
reasonably give rise to material liability under, Environmental Laws.

                  (b) To the best knowledge of the Company, each parcel of real
property owned or operated by the Company or any of its Subsidiaries and all
operations and facilities at such properties taken as a whole are in material
compliance with all Environmental Laws, and there is no contamination or
violation of any Environmental Law which could materially interfere with the
continued operation of, or materially impair the fair saleable value of, the
such property taken as a whole.

                  (c) To the best knowledge of the Company, neither the Company
nor any of its Subsidiaries has received or is aware of any complaint, notice of
violation, alleged violation, or

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notice of investigation or of potential liability under Environmental Laws with
regard to any parcel of real property owned or operated by the Company or any of
its Subsidiaries or the operations of the Company or its Subsidiaries, nor does
the Company or any of its Subsidiaries have knowledge that any such action is
being contemplated, considered or threatened.

                  (d) To the best knowledge of the Company, Hazardous Materials
have not been generated, treated, stored, disposed of, at, on or under any
parcel of real property owned or operated by the Company or any of its
Subsidiaries, nor have any Hazardous Materials been transported from such
properties, in material violation of or in a manner that could reasonably give
rise to material liability under any Environmental Laws.

                  (e) There are no governmental administrative actions or
judicial proceedings pending or, to the best knowledge of the Company and its
Subsidiaries, threatened, under any Environmental Law to which the Company or
any of its Subsidiaries is a party with respect to any parcel of real property
owned or operated by the Company or any of its Subsidiaries, nor are there any
consent decrees or other decrees, consent orders, administrative orders or other
orders, or other administrative or judicial requirements, other than permits
authorizing operations at facilities at the real property, outstanding under any
Environmental Law with respect to such properties.


                  5.18 Accuracy and Completeness of Information. The factual
statements contained in the financial statements referred to in subsection
5.1(a), the Credit Documents, the Stock Purchase Agreement and any other
certificates or documents furnished or to be furnished to the Administrative
Agent or the Lenders from time to time in connection with this Agreement, taken
as a whole, do not and will not, to the best knowledge of the Company, as of the
date when made, contain any untrue statement of a material fact or omit to state
a material fact necessary in order to make the statements contained therein not
misleading in light of the circumstances in which the same were made, all except
as otherwise qualified herein or therein, such knowledge qualification being
given only with respect to factual statements made by Persons other than the
Company or any of its Subsidiaries.

                  5.19 Year 2000 Matters. Any reprogramming required to permit
the proper functioning (but only to the extent that such proper functioning
would otherwise be impaired by the occurrence of the year 2000) in and following
the year 2000 of the Company's and its Subsidiaries' computer systems as so
reprogrammed, will be completed in all material respects by November 15, 1999.
The costs to the Company and its Subsidiaries for such reprogramming and testing
and for the other reasonably foreseeable consequences of year 2000 to the
Company and its Subsidiaries (including, without limitation, reprogramming
errors and the failure of others' systems and equipment) would not reasonably be
expected to result in a Default or Event of Default or to have a material
adverse effect on the business, assets, condition (financial or otherwise) or
results of operations of the Company and its Subsidiaries taken as a whole.
Except for any reprogramming referred to above, as may be necessary, the
computer systems of the Company and its Subsidiaries are and, with ordinary
course of upgrading and maintenance, will continue for the term of this
Agreement to be, sufficient for the conduct of their respective businesses
without resulting in a material adverse effect on the business, assets,
condition (financial or otherwise) or results of operation of the Company and
its Subsidiaries taken as a whole.

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                  SECTION 6.  CONDITIONS PRECEDENT

                  6.1 Conditions to Initial Loans and Letters of Credit. The
obligation of each Lender to make its Tranche B-2 Term Loans and the obligation
of the Issuing Lender to issue any Letter of Credit on the Closing Date (which,
in any event, shall be no later than November 15, 1999) are subject to the
satisfaction, or waiver by such Lender, immediately prior to or concurrently
with the making of such Tranche B-2 Term Loans or the issuance of such Letters
of Credit, as the case may be, of the following conditions:

                  (a) Agreement; Notes. (i) The Administrative Agent shall have
         received a counterpart of (x) this Agreement for the Company, the
         Agents and the Section 4.4 Lenders, and (y) such Security Documents,
         Guarantees and other Credit Documents or amendments, acknowledgments
         and/or supplements thereto as may be necessary to create in favor of
         the Administrative Agent, for the ratable benefit of the Lenders, a
         legal, valid and enforceable security interest in the Collateral
         (subject to Schedule 8.2) including, but not limited to, the Capital
         Stock and assets acquired by the Company and its Subsidiaries in the
         PAI Acquisition, each reasonably satisfactory in form and substance to
         the Administrative Agent, conforming to the requirements hereof and
         executed by a duly authorized officer of the respective parties;
         provided, that the stock certificates representing 100% of all of the
         issued and outstanding shares of Capital Stock of PAI, and the undated
         stock powers for each such certificate, executed in blank and delivered
         by a duly authorized officer of the Company, shall be delivered to the
         Administrative Agent in accordance with Section 7.9(a).

                  (ii) The Administrative Agent shall have received (w) a
         counterpart of this Agreement for each Lender duly executed and
         delivered by a duly authorized officer of the Company, (x) for the
         account of each Revolving Credit Lender (which has surrendered any
         notes held by such Lender in connection with the Existing Credit
         Agreement) requesting the same pursuant to subsection 4.13, a Revolving
         Credit Note of the Company conforming to the requirements hereof and
         executed by a duly authorized officer of the Company, (y) for the
         account of each Lender (which has surrendered any notes held by such
         Lender in connection with the Existing Credit Agreement) holding a Term
         Loan and requesting the same pursuant to subsection 4.13, a Term Loan
         Note of the Company conforming to the requirements hereof and executed
         by a duly authorized officer of the Company, and (z) for the account of
         Chase, a Swing Line Note, conforming to the requirements hereof and
         executed by a duly authorized officer of the Company.

                  (b) PAI Acquisition. The PAI Acquisition shall have been
         consummated pursuant to the Stock Purchase Agreement; all of the
         conditions to such documentation shall have been substantially
         satisfied and no material provision thereof shall have been amended,
         supplemented, waived or otherwise modified without the prior written
         consent of the Administrative Agent and the Syndication Agent, which
         consent shall not be unreasonably withheld.

                  (c)  Capital Structure.

                           (i) The Company and its Subsidiaries shall have no
         Indebtedness except as permitted by this Agreement.

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                           (ii) The execution, delivery and performance of this
         Agreement and the other Credit Documents and the related documentation
         with respect to the Commitments and the making of the Loans shall not
         violate any of the provision of any of the Permanent Subordinated Note
         Indenture.

                           (iii) Any changes since June 30, 1999 to the
         certificate of incorporation, by-laws, other governing documents and
         corporate structure of the Company and its Subsidiaries, in each case
         after giving effect to the consummation of the Transaction, shall be in
         form and substance satisfactory to the Agents (the execution and
         delivery of this Agreement by the Lenders and the Agents being deemed
         to evidence the satisfaction of the Agents with such of the
         above-referenced matters as shall have been disclosed and made
         available to the Agents prior to the date hereof).

                  (d) Fees. The Agents, the Lead Arrangers and the Lenders shall
         have received all fees, expenses and other consideration required to be
         paid or delivered on or before the Closing Date.

                  (e) Lien Searches. The Administrative Agent shall have
         received the results of searches, at the Secretary of State and local
         levels in Alaska, California, Idaho, Nevada, Oregon and Washington, of
         Uniform Commercial Code, tax and judgment filings made with respect to
         each of PAI, its Subsidiaries and the Seller, together with copies of
         financing statements disclosed by such searches and such searches shall
         disclose no Liens on any assets encumbered by any security document,
         except for Liens permitted hereunder or, if unpermitted Liens are
         disclosed, the Administrative Agent shall have received satisfactory
         evidence of release of such Liens.

                  (f) Actions to Perfect Liens. The Administrative Agent shall
         have received evidence in form and substance satisfactory to it that
         all (i) filings, recordings, registrations and other actions,
         including, without limitation, the filing of duly executed financing
         statements on form UCC-1, necessary or, in the opinion of the
         Administrative Agent, desirable to perfect the Liens created by the
         Security Documents, including, but not limited to, Liens on the Capital
         Stock and assets acquired by the Company and its Subsidiaries in the
         PAI Acquisition shall have been completed, and (ii) the Administrative
         Agent, for the benefit of the Lenders, shall have a perfected security
         interest in all of the Collateral including, but not limited to, the
         Capital Stock and assets acquired by the Company and its Subsidiaries
         in the PAI Acquisition.

                  (g) Pledge Agreements. The Administrative Agent shall have
         received, in form and substance satisfactory to it (i) a written
         confirmation of the Holdings Pledge Agreement executed and delivered by
         a duly authorized officer of Holdings and a written confirmation of the
         acknowledgment and consent of the Company thereunder and (ii) a written
         confirmation of the Company Pledge Agreement executed and delivered by
         a duly authorized officer of the Company and a written confirmation of
         each of the acknowledgments and consents of each of the Domestic
         Subsidiaries thereunder, in the form annexed to the Company Pledge
         Agreement, and if applicable.

                  (h) Security Agreements. The Administrative Agent shall have
         received, in form and substance satisfactory to it (i) a written
         confirmation of the Company Security
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         Agreement, executed and delivered by a duly authorized officer of the
         Company and (ii) the Subsidiary Security Agreement, executed and
         delivered by a duly authorized officer of each of the respective
         Domestic Subsidiaries of the Company.

                  (i) Guarantees. The Administrative Agent shall have received,
         in form and substance satisfactory to it (i) a written confirmation of
         the Holdings Guarantee, executed and delivered by a duly authorized
         officer of Holdings and (ii) the Subsidiary Guarantee, executed and
         delivered by a duly authorized officer of each of the respective
         Domestic Subsidiaries of the Company.

                  (j) Legal Opinions. The Administrative Agent and the
         Syndication Agent shall have received, dated the Closing Date and
         addressed to the Agents and the Lenders, (i) an opinion of Gibson, Dunn
         & Crutcher LLP, counsel to Holdings and the Company, in substantially
         the form of Exhibit J-1 with such changes thereto as may be approved by
         the Administrative Agent, the Syndication Agent and their counsel, (ii)
         an opinion of Bryan Cave LLP, Arizona counsel to the Company, in
         substantially the form of Exhibit J-2 with such changes as may be
         approved by the Administrative Agent, the Syndication Agent and their
         counsel and (iii) an opinion of Ryan, Swanson & Cleveland PLLC,
         Washington counsel to the Company, in substantially the form of Exhibit
         J-3 with such changes as may be approved by the Administrative Agent,
         the Syndication Agent and their counsel.

                  (k) Closing Certificate. The Administrative Agent shall have
         received a Closing Certificate of the Company, Holdings and each
         Subsidiary dated the Closing Date, in substantially the form of
         Exhibits L-1, L-2 and L-3, respectively, with appropriate insertions
         and attachments, in form and substance satisfactory to the
         Administrative Agent and its counsel, executed by the President or any
         Vice President and the Secretary or any Assistant Secretary of the
         Company, Holdings and each Subsidiary, respectively.

                  (l) Consents, Authorizations and Filings, etc. Except for
         financing statements to be filed in connection herewith, all consents,
         approvals, authorizations and filings with any Person (including,
         without limitation, any Governmental Authority), if any, required in
         connection with the Transaction, including, without limitation, the PAI
         Acquisition and the Amendment to permit the Company to incur the
         Indebtedness under the Tranche B-2 Term Loans, and the execution,
         delivery and performance by Holdings or the Company, and the validity
         and enforceability against Holdings and the Company, of the Credit
         Documents to which any of them is a party, shall have been obtained or
         made, and such consents, approvals, authorizations and filings shall be
         in full force and effect, except such consents, approvals,
         authorizations and filings, the failure to obtain which would not have
         a material adverse effect on the business, assets, condition (financial
         or otherwise) or results of operations of the Company and its
         Subsidiaries, taken as a whole.

                  (m) Financial Statements. The Lenders shall have received
         satisfactory (a) Pro Forma Balance Sheet reflecting and giving effect
         to the Transaction and the other transactions contemplated hereby, but
         excluding any purchase accounting adjustments and (b) all financial
         statements set forth in subsection 5.1(b), each certified by a
         Responsible Officer of the Company.

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                  (n) Financial Covenants. The Company and its Subsidiaries
         shall be in compliance, after giving effect to the Transaction, with
         the financial covenants set forth in subsections 8.8, 8.9 and 8.10 of
         this Agreement on a pro forma basis after giving effect to the
         Transaction.

                  (o) Credit Documents, Security Documents or Supplements
         Thereto. PAI and the Company's other Domestic Subsidiaries shall have
         executed Security Documents, Guarantees and other Credit Documents
         and/or supplements to each of the Subsidiary Guarantee, the Subsidiary
         Security Agreement or other Credit Documents, each in form and
         substance satisfactory to the Administrative Agent, whereby each of PAI
         and such other Domestic Subsidiaries of the Company becomes a party to
         such Subsidiary Guarantee, Subsidiary Security Agreement, other
         Security Documents or Credit Documents.

                  6.2 Conditions to All Loans and Letters of Credit. The
obligation of each Lender to make any Loan (other than any Revolving Credit Loan
the proceeds of which are to be used to repay Refunded Swing Line Loans) and the
obligation of the Issuing Lender to issue any Letter of Credit is subject to the
satisfaction of the following conditions precedent on the relevant Borrowing
Date:

                  (a) Representations and Warranties. Each of the
         representations and warranties made in or pursuant to Section 5 or
         which are contained in any other Credit Document shall be true and
         correct in all material respects on and as of the date of such Loan or
         of the issuance of such Letter of Credit as if made on and as of such
         date (unless stated to relate to a specific earlier date, in which
         case, such representations and warranties shall be true and correct in
         all material respects as of such earlier date).

                  (b) No Default or Event of Default. No Default or Event of
         Default shall have occurred and be continuing on such Borrowing Date or
         after giving effect to such Loan to be made or such Letter of Credit to
         be issued on such Borrowing Date.

Each borrowing by the Company hereunder and the issuance of each Letter of
Credit by the Issuing Lender hereunder shall constitute a representation and
warranty by the Company as of the date of such borrowing or issuance that the
conditions in clauses (a) and (b) and of this subsection 6.2 have been
satisfied.

                  SECTION 7.  AFFIRMATIVE COVENANTS

                  The Company hereby agrees that, so long as the Commitments
remain in effect, any Loan, Note or L/C Obligation remains outstanding and
unpaid, any amount (unless cash in an amount equal to such amount has been
deposited to a cash collateral account established by the Administrative Agent)
remains available to be drawn under any Letter of Credit or any other amount is
owing to any Lender or the Administrative Agent hereunder or under any of the
other Credit Documents, it shall, and, in the case of the agreements contained
in subsections 7.3 through 7.6, 7.8 and 7.9, the Company shall cause each of its
Subsidiaries to:

                  7.1 Financial Statements. Furnish to the Administrative Agent
(with sufficient copies for each Lender which the Administrative Agent shall
promptly furnish to each Lender):

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                  (a) as soon as available, but in any event within 95 days
         after the end of each fiscal year of the Company, a copy of the
         consolidated balance sheet of the Company and its consolidated
         Subsidiaries as at the end of such fiscal year and the related
         consolidated statements of stockholders' equity and cash flows and the
         consolidated statements of income of the Company and its Subsidiaries
         for such fiscal year, setting forth in each case in comparative form
         the figures for the previous year and, in the case of the consolidated
         balance sheet referred to above, reported on, without a "going concern"
         or like qualification or exception, or qualification arising out of the
         scope of the audit, or qualification which would affect the computation
         of financial covenants, by independent certified public accountants of
         nationally recognized standing;

                  (b) as soon as available, but in any event not later than 50
         days after the end of each of the first three quarterly periods of each
         fiscal year of the Company, the unaudited consolidated balance sheet of
         the Company and its Subsidiaries as at the end of each such quarter and
         the related unaudited consolidated statements of income and cash flows
         of the Company and its Subsidiaries for such quarterly period and the
         portion of the fiscal year of the Company through such date, setting
         forth in each case in comparative form the figures for the
         corresponding quarter in, and year to date portion of, the previous
         year, and the figures for such periods in the budget prepared by the
         Company and furnished to the Administrative Agent, certified by the
         chief financial officer, controller or treasurer of the Company as
         being fairly stated in all material respects; and

                  (c) (i) as soon as available, but in any event not later than
         30 days after the beginning of each fiscal year of the Company to which
         such budget relates, a preliminary consolidated operating budget for
         the Company and its Subsidiaries taken as a whole and (ii) as soon as
         available, any material revision to or any final revision of, any such
         preliminary annual operating budget or any such consolidated operating
         budget.

all such financial statements to be complete and correct in all material
respects (subject, in the case of interim statements, to normal year-end audit
adjustments) and to be prepared in reasonable detail and (except in the case of
the statements referred to in paragraphs (b) and (c) of this subsection 7.1) in
accordance with GAAP.

                  7.2 Certificates; Other Information. Furnish to the
Administrative Agent (with sufficient copies for each Lender which the
Administrative Agent shall promptly deliver to each Lender):

                  (a) concurrently with the delivery of the consolidated
         financial statements referred to in subsection 7.1(a), a letter from
         the independent certified public accountants reporting on such
         financial statements stating that in making the examination necessary
         to express their opinion on such financial statements no knowledge was
         obtained of any Default or Event of Default under subsections 4.4(b),
         8.1, 8.3, and 8.6 through 8.11, except as specified in such letter;

                  (b) concurrently with the delivery of the financial statements
         referred to in subsections 7.1(a) and (b), a certificate of the chief
         financial officer of the Company (i) stating that, to the best of such
         officer's knowledge, each of the Company and its Subsidiaries has
         observed or performed all of its respective covenants and other
         agreements,

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         and satisfied every material condition, contained in this Agreement,
         the Notes and the other Credit Documents to be observed, performed or
         satisfied by it, and that such officer has obtained no knowledge of any
         Default or Event of Default except as specified in such certificate,
         (ii) showing in detail as of the end of the related fiscal period the
         figures and calculations supporting such statement in respect of
         subsections 8.7 through 8.12 and any other calculations reasonably
         requested by the Administrative Agent with respect to the quantitative
         aspects of the other covenants contained herein and (iii) if not
         specified in the financial statements delivered pursuant to subsection
         7.1, specifying the aggregate amount of interest paid or accrued by the
         Company and its Subsidiaries, and the aggregate amount of depreciation,
         depletion and amortization charged on the books of the Company and its
         Subsidiaries, during such accounting period;

                  (c) promptly upon receipt thereof, copies of all final reports
         submitted to the Company or to any of its Subsidiaries by independent
         certified public accountants in connection with each annual, interim or
         special audit of the books of the Company or any of its Subsidiaries
         made by such accountants, including, without limitation, any final
         comment letter submitted by such accountants to management in
         connection with their annual audit;

                  (d) promptly upon their becoming available, copies of all
         financial statements, reports, notices and proxy statements sent or
         made available to holders of the Permanent Subordinated Debt and the
         public generally by the Company or any of its Subsidiaries, if any, and
         all regular and periodic reports and all final registration statements
         and final prospectuses, if any, filed by the Company or any of its
         Subsidiaries with any securities exchange or with the Securities and
         Exchange Commission or any Governmental Authority succeeding to any of
         its functions;

                  (e) concurrently with the delivery of the financial statements
         referred to in subsections 7.1(a) and (b), a management summary
         describing and analyzing the performance of the Company and its
         Subsidiaries during the periods covered by such financial statements;

                  (f) within 45 days after the end of each fiscal quarter, a
         summary of all Asset Sales during such fiscal quarter including the
         amount of all Net Proceeds from such Asset Sales not previously applied
         to prepayments of the Loans and reductions of the Commitments pursuant
         to the proviso to subsection 4.4(b)(iii); and

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

                  7.3 Payment of Obligations. Pay, discharge or otherwise
satisfy at or before maturity or before they become delinquent, as the case may
be, all its obligations and liabilities of whatever nature including tax
liabilities, except (a) when the amount or validity thereof is currently being
contested in good faith by appropriate proceedings and reserves in conformity
with GAAP with respect thereto have been provided on the books of the Company or
any of its Subsidiaries, as the case may be, (b) for delinquent obligations
which do not have a material adverse effect on the business, assets, condition
(financial or otherwise) or results of operations of the Company and its
Subsidiaries taken as a whole, and (c) for trade and other accounts payable in
the ordinary course of business.


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                  7.4 Conduct of Business and Maintenance of Existence. Continue
to engage in business of the same general type as now conducted by it (after
giving effect to the Transaction), and preserve, renew and keep in full force
and effect its corporate existence and take all reasonable action to maintain
all material rights, material privileges, franchises, copyrights, trademarks and
trade names necessary or desirable in the normal conduct of its business except
for rights, privileges, franchises, copyrights, trademarks and tradenames the
loss of which would not in the aggregate have a material adverse effect on the
business, assets, condition (financial or otherwise) or results of operations of
the Company and its Subsidiaries taken as a whole, and except as otherwise
permitted by subsections 8.4 and 8.5; and comply with all applicable
Requirements of Law and Contractual Obligations except to the extent that the
failure to comply therewith would not, in the aggregate, have a material adverse
effect on the business, assets, condition (financial or otherwise) or results of
operations of the Company and its Subsidiaries taken as a whole.

                  7.5 Maintenance of Property; Insurance. (a) Keep all property
useful and necessary in its business in good working order and condition
(ordinary wear and tear excepted); and

                  (b) Maintain with financially sound and reputable insurance
companies (x) insurance on all its property in at least such amounts and with
only such deductibles as are usually maintained by, and against at least such
risks (but including, in any event, public liability insurance) as are usually
insured against in the same general area, by companies engaged in the same or a
similar business and (y) flood insurance, if required, and furnish to each
Lender, (i) annually, a schedule disclosing all insurance against products
liability risk maintained by the Company and its Subsidiaries pursuant to this
subsection 7.5(b) or otherwise and (ii) upon written request of any Lender, full
information as to the insurance carried; provided that the Company may implement
programs of self insurance in the ordinary course of business and in accordance
with industry standards for a company of similar size so long as reserves are
maintained in accordance with GAAP for the liabilities associated therewith.

                  7.6 Inspection of Property; Books and Records; Discussions.
Keep proper books of records and account in which full, complete and correct
entries in conformity with all material Requirements of Law shall be made of all
dealings and transactions in relation to its business and activities; and permit
representatives of any Lender upon reasonable notice (but, with respect to all
Lenders, no more frequently than monthly unless a Default or Event of Default
shall have occurred and be continuing) to visit and inspect any of its
properties and examine and, to the extent reasonable, make abstracts from any of
its books and records, and to discuss the business, operations, properties and
financial and other condition of the Company and its Subsidiaries with officers
and employees of the Company and its Subsidiaries and (in coordination with such
officers and employees) with its independent certified public accountants, in
each case at any reasonable time, upon reasonable notice, and as often as may
reasonably be desired.

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

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

                  (b) of any (i) default or event of default under any
         instrument or other agreement, guarantee or collateral document of the
         Company or any of its Subsidiaries which default or event of default
         has not been waived and would have a material adverse effect on the
         business, assets, condition (financial or otherwise) or results of
         operations of the Company

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         and its Subsidiaries taken as a whole, or any other default or event of
         default under any such instrument, agreement, guarantee or other
         collateral document which, but for the proviso to clause (e) of Section
         9, would have constituted a Default or Event of Default under this
         Agreement, or (ii) litigation, investigation or proceeding which may
         exist at any time between the Company or any of its Subsidiaries and
         any Governmental Authority, or receipt of any notice of any
         environmental claim or assessment against the Company or any of its
         Subsidiaries by any Governmental Authority, which in any such case
         would have a material adverse effect on the business, assets, condition
         (financial or otherwise) or results of operations of the Company and
         its Subsidiaries taken as a whole;

                  (c) of any litigation or proceeding against the Company or any
         of its Subsidiaries (i) in which more than $2,000,000 of the amount
         claimed is not covered by insurance or (ii) in which injunctive or
         similar relief is sought which if obtained would have a material
         adverse effect on the business, assets, condition (financial or
         otherwise) or results of operations of the Company and its Subsidiaries
         taken as a whole;

                  (d) of the following events, as soon as practicable after, and
         in any event within 30 days after, the Company knows or has reason to
         know thereof: (i) the occurrence of any Reportable Event with respect
         to any Plan which Reportable Event could reasonably result in material
         liability to the Company and its Subsidiaries taken as a whole or (ii)
         the institution of proceedings or the taking of any other action by
         PBGC, the Company or any Commonly Controlled Entity to terminate,
         withdraw or partially withdraw from any Plan and, with respect to a
         Multiemployer Plan, the Reorganization or Insolvency of the Plan, in
         each of the foregoing cases which could reasonably result in material
         liability to the Company and its Subsidiaries taken as a whole, and in
         addition to such notice, deliver to the Administrative Agent and each
         Lender whichever of the following may be applicable: (A) a certificate
         of a Responsible Officer of the Company setting forth details as to
         such Reportable Event and the action that the Company or such Commonly
         Controlled Entity proposes to take with respect thereto, together with
         a copy of any notice of such Reportable Event that may be required to
         be filed with PBGC or (B) any notice delivered by PBGC evidencing its
         intent to institute such proceedings or any notice to PBGC that such
         Plan is to be terminated, as the case may be; and

                  (e) of a material adverse change known to the Company or its
         Subsidiaries in the business, assets, condition (financial or
         otherwise) or results of operations of the Company and its Subsidiaries
         taken as a whole.

Each notice pursuant to this subsection 7.7 shall be accompanied by a statement
of a Responsible Officer of the Company setting forth details of the occurrence
referred to therein and (in the cases of clauses (a) through (d)) stating what
action the Company proposes to take with respect thereto.

                  7.8 Environmental Laws. (a) Comply with, and use reasonable
efforts to insure compliance by all tenants and subtenants, if any, with, all
applicable Environmental Laws and obtain and comply with and maintain, and
require that all tenants and subtenants obtain and comply with and maintain, all
licenses, approvals, registrations or permits required by Environmental Laws,
except to the extent that failure to do so would not be reasonably likely to
have a material adverse effect on the business, assets, condition (financial or
otherwise) or results of operations of the

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Company and its Subsidiaries taken as a whole, or on the validity or
enforceability of any of the Credit Documents or the rights and remedies of the
Administrative Agent or the Lenders thereunder;

                  (b) Conduct and complete all investigations, studies, sampling
and testing, and all remedial, removal and other actions, lawfully required
under applicable Environmental Laws, and promptly comply with all lawful orders
and directives of all Governmental Authorities respecting Environmental Laws,
except to the extent that the same are being contested in good faith by
appropriate proceedings; and

                  (c) In regard to this Agreement or in any way relating to the
Company or its Subsidiaries or their current or former operations, defend,
indemnify and hold harmless the Administrative Agent and the Lenders, and their
respective employees, agents, officers and directors, from and against any
claims, demands, penalties, fines, liabilities, settlements, damages, costs and
expenses of whatever kind or nature known or unknown, contingent or otherwise,
arising out of, or in any way relating to Hazardous Material or Environmental
Laws, including, without limitation, any orders, requirements or demands of
Governmental Authorities related thereto, including, without limitation,
reasonable attorney's and consultant's fees, investigation and laboratory fees,
remediation costs, court costs and litigation expenses, except to the extent
that any of the foregoing arise out of the gross negligence or willful
misconduct of the party seeking indemnification therefor. The agreements in this
subsection 7.8(c) shall survive repayment of the Loans and all other amounts
payable hereunder.

                  7.9 Receipt of Stock Certificates and Subsidiary Guarantee,
Subsidiary Security Agreement and Subsidiary Pledge Agreement or Supplements
Thereto. (a) As soon as practicable, but in any event not more than three
Business Days following the Closing Date, deliver to the Administrative Agent
stock certificates representing 100% of all of the issued and outstanding shares
of Capital Stock of PAI, together with undated stock powers for each such
certificate executed in blank and delivered by a duly authorized officer of the
Company.

                  (b) As soon as practicable, deliver to the Administrative
Agent (i) stock certificates representing 100% of all issued and outstanding
shares of Capital Stock of all Subsidiaries of the Company and undated stock
powers for each such certificate, executed in blank and delivered by a duly
authorized officer of the Company, and (ii) executed supplements to the
Subsidiary Guarantee and the Subsidiary Security Agreement and executed
Subsidiary Pledge Agreement and/or supplements thereto, as applicable, each in
form and substance satisfactory to the Administrative Agent, whereby such
Subsidiaries, of which the stock certificates, stock powers, relevant Security
Documents and/or supplements to such Security Documents have not been previously
delivered to the Administrative Agent, become party to such Subsidiary
Guarantee, Subsidiary Security Agreement and Subsidiary Pledge Agreement.

                  SECTION 8.  NEGATIVE COVENANTS

                  The Company hereby agrees that it shall not, and the Company
shall not permit any of its Subsidiaries to, directly or indirectly so long as
the Commitments remain in effect or any Loan, Note or L/C Obligation remains
outstanding and unpaid, any amount (unless cash in an amount equal to such
amount has been deposited to a cash collateral account established by the
Administrative Agent) remains available to be drawn under any Letter of Credit
or any other

<PAGE>   67
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amount is owing to any Lender or the Administrative Agent hereunder or under any
other Credit Document (it being understood that each of the permitted exceptions
to each of the covenants in this Section 8 is in addition to, and not
overlapping with, any other of such permitted exceptions except to the extent
expressly provided):

                  8.1 Indebtedness. Create, incur, assume or suffer to exist any
Indebtedness, except:

                  (a) the Indebtedness outstanding on the Closing Date and
         reflected on Schedule 8.1(a), but excluding the refinancing of any such
         Indebtedness;

                  (b) Indebtedness consisting of the Loans and in connection
         with the Letters of Credit and this Agreement;

                  (c) Indebtedness (i) of the Company to any Subsidiary and (ii)
         of any Subsidiary to the Company or any other Subsidiary;

                  (d) Indebtedness consisting of the Permanent Subordinated Debt
         outstanding on the Closing Date and Indebtedness of the Company in
         respect of any Permanent Subordinated Debt the net proceeds of which
         are used to prepay, redeem, retire or repurchase the outstanding
         principal amount of the then outstanding Permanent Subordinated Debt
         (if any) (including fees and expenses in connection therewith) or to
         prepay the Loans and reduce the Commitments in accordance with
         subsection 4.4(b)(ii), provided that, to the extent there are
         additional Net Proceeds remaining after any such repayment, redemption,
         retirement or repurchase of the then outstanding Permanent Subordinated
         Debt, or to the extent such Net Proceeds are not used to repay, redeem,
         retire or repurchase the then outstanding Permanent Subordinated Debt,
         such Net Proceeds shall be used to prepay the Loans and reduce the
         Commitments in accordance with subsection 4.4(b)(ii);

                  (e) (i) Indebtedness of the Company and its Subsidiaries for
         (A) industrial revenue bonds or other similar governmental and
         municipal bonds and (B) the deferred purchase price of newly acquired
         property of the Company and its Subsidiaries (pursuant to purchase
         money mortgages or otherwise, whether owed to the seller or otherwise)
         used in the ordinary course of business of the Company and its
         Subsidiaries (provided such financing is entered into within 270 days
         of the acquisition of such property) in an amount (based on the
         remaining balance of the obligations therefor on the books of the
         Company and its Subsidiaries) which in the case of preceding clauses
         (A) and (B) shall not exceed $10,000,000 in the aggregate at any one
         time outstanding and (ii) Indebtedness of the Company and its
         Subsidiaries in respect of Financing Leases to the extent subsections
         8.7 and 8.10 would not be contravened;

                  (f) Indebtedness of the Company and Subsidiaries in aggregate
         principal amount not to exceed at any one time outstanding $20,000,000;

                  (g) Indebtedness in respect of letters of credit (other than
         Letters of Credit issued hereunder) in aggregate principal amount not
         to exceed at any one time outstanding $10,000,000;

<PAGE>   68
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                  (h) (i) Indebtedness assumed in connection with acquisitions
         permitted by subsection 8.6(h) (so long as such Indebtedness was not
         incurred in anticipation of such acquisitions), (ii) Indebtedness of
         newly acquired Subsidiaries acquired in such acquisitions (so long as
         such Indebtedness was not incurred in anticipation of such acquisition)
         and (iii) Indebtedness owed to the seller in any acquisition permitted
         by subsection 8.6(h) constituting part of the purchase price thereof,
         all of which Indebtedness permitted by this subsection 8.1(h) shall not
         exceed an aggregate principal amount at any one time outstanding of
         $25,000,000;

                  (i) Indebtedness in connection with workers' compensation
         obligations and general liability exposure of the Company and its
         Subsidiaries; and

                  (j) subordinated Indebtedness in aggregate principal amount
         not to exceed at any one time outstanding $25,000,000 plus any
         additional principal amount of such subordinated Indebtedness issued in
         lieu of cash interest thereon (and any refinancing thereof shall be
         permitted in the amount of such sum), which subordinated Indebtedness
         (i) is subordinated to the Indebtedness hereunder on terms not less
         favorable to the Lenders than the subordination provisions of the
         Permanent Subordinated Debt, (ii) has an interest rate not exceeding
         12% per annum and (iii) has a maturity date after the Maturity Date.

                  8.2 Limitation on Liens. Create, incur, assume or suffer to
exist any Lien upon any of its property, assets, income or profits, whether now
owned or hereafter acquired, except:

                  (a) Liens for taxes, assessments or other governmental charges
         not yet delinquent or which are being contested in good faith and by
         appropriate proceedings if adequate reserves with respect thereto are
         maintained on the books of the Company or such Subsidiary, as the case
         may be, in accordance with GAAP;

                  (b) carriers', warehousemen's, mechanics', landlords',
         materialmen's, repairmen's or other like Liens arising in the ordinary
         course of business in respect of obligations which are not yet due or
         which are bonded or which are being contested in good faith and by
         appropriate proceedings if adequate reserves with respect thereto are
         maintained on the books of the Company or such Subsidiary, as the case
         may be, in accordance with GAAP;

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

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

                  (e) easements (including, without limitation, reciprocal
         easement agreements), rights-of-way, building, zoning and similar
         restrictions, utility agreements, covenants, reservations,
         restrictions, encroachments, changes, and other similar encumbrances or
         title defects incurred, or leases or subleases granted to others, in
         the ordinary course of business, which do not in the aggregate
         materially detract from the aggregate (i) value of the properties of
         the Company and its Subsidiaries, taken as a whole or (ii) materially
         interfere

<PAGE>   69
                                                                  EXECUTION COPY

         with or adversely affect in any material respect the ordinary conduct
         of the business of the Company and its Subsidiaries taken as a whole;

                  (f) Liens in favor of the Administrative Agent and the Lenders
         pursuant to the Credit Documents and bankers' liens arising by
         operation of law;

                  (g) Liens on property of the Company or any of its
         Subsidiaries created solely for the purpose of securing Indebtedness
         permitted by subsection 8.1(e) or 8.1(h)(i) or (ii) (so long as such
         Lien was not incurred in anticipation of the related acquisition),
         representing or incurred to finance, refinance or refund the purchase
         price of property, provided that no such Lien shall extend to or cover
         other property of the Company or such Subsidiary other than the
         respective property so acquired, and the principal amount of
         Indebtedness secured by any such Lien shall at no time exceed the
         original purchase price of such property;

                  (h) Liens existing on the Closing Date after giving effect to
         the consummation of the Transaction, and described in subsection 5.13
         or Schedule 8.2, provided that no such Lien shall extend to or cover
         other property of the Company or the respective Subsidiary other than
         the respective property so encumbered, and the principal amount of
         Indebtedness secured by any such Lien shall at no time exceed the
         original principal amount of the Indebtedness so secured;

                  (i) Liens on documents of title and the property covered
         thereby (and Proceeds thereof) securing Indebtedness in respect of the
         Commercial L/Cs or securing reimbursement obligations in respect of
         letters of credit permitted under this Agreement;

                  (j) (i) mortgages, liens, security interests, restrictions,
         encumbrances or any other matters of record that have been placed by
         any developer, landlord or other third party on property over which the
         Company or any Subsidiary of the Company has easement rights or on any
         Leased Property and subordination or similar agreements relating
         thereto and (ii) any condemnation or eminent domain proceedings
         affecting any real property;

                  (k) Liens in connection with workers' compensation obligations
         and general liability exposure of the Company and its Subsidiaries; and

                  (l) Liens on Fee Properties and/or Leased Properties
         consisting of (i) any conditions that may be shown by a current,
         accurate survey or physical inspection of such Fee Property or Leased
         Property, (ii) as to Leased Property, the terms and provisions of the
         respective lease therefor and any matters affecting the fee title and
         any estate superior to the leasehold estate related thereto, and (iii)
         title defects, or leases or subleases granted to others, which are not
         material to the Fee Properties or Leased Properties, as the case may
         be, taken as a whole.

                  8.3 Limitation on Contingent Obligations. Create, incur,
assume or suffer to exist any Contingent Obligation except:

                  (a)  the Guarantees;

                  (b) other guarantees by the Company incurred in the ordinary
         course of business for an aggregate amount not to exceed $20,000,000 at
         any one time;

<PAGE>   70
                                                                  EXECUTION COPY

                  (c) guarantees by the Company of obligations of its
         Subsidiaries;

                  (d) Contingent Obligations existing on the Closing Date and
         described in Schedule 8.3(d);

                  (e) guarantees of obligations to third parties in connection
         with relocation of employees of the Company or any of its Subsidiaries,
         in an amount which, together with all loans and advances made pursuant
         to subsection 8.6(f), shall not exceed $4,000,000 at any time
         outstanding;

                  (f) Contingent Obligations in connection with workers'
         compensation obligations and general liability exposure of the Company
         and its Subsidiaries; and

                  (g) subordinated guarantees of the Permanent Subordinated Debt
         issued by Subsidiaries of the Company which have also issued
         Guarantees, provided such subordinated guarantees are subordinated to
         the Guarantees on the same basis as the Permanent Subordinated Debt is
         subordinated to the Loans;

                  (h) guarantees by the Company of loans to employees of the
         Company and its Subsidiaries, the proceeds of which are used to
         purchase stock of Holdings, in an aggregate amount not to exceed, when
         added to the amount of loans made by the Company to employees pursuant
         to subsection 8.6(g), at any one time outstanding $8,000,000; and

                  (i) guarantees by the Company of loans to employees of the
         Company and its Subsidiaries, the proceeds of which are used for travel
         and other ordinary expenses for which advances to employees are
         generally made, in an aggregate amount not to exceed, when added to the
         amount of loans made by the Company to employees pursuant to subsection
         8.6(i), at any one time outstanding $1,000,000.

                  8.4 Prohibition of Fundamental Changes. Enter into any merger
or consolidation or amalgamation, or liquidate, wind up or dissolve itself (or
suffer any liquidation or dissolution), or engage in any type of business other
than of the same general type now conducted by it, except (a) for the
transactions otherwise permitted pursuant to clause (b) of subsection 8.5, (b)
any Subsidiary of the Company may be merged with and into the Company or a
Subsidiary of the Company, (c) any Subsidiary may be dissolved, provided,
however, that prior to the dissolution of any Subsidiary whose book value
exceeds $100,000, the assets of such Subsidiary are transferred to the Company
or a wholly-owned Domestic Subsidiary of the Company subject to the conditions
set forth in subsection 8.5(b) and (d) the Company may be reincorporated under
the laws of Delaware, provided that the Administrative Agent, in its sole
discretion, determines that such reincorporation will not alter the obligations
of any Credit Party under any Credit Document or cause a material impairment of
the value of the Collateral taken as a whole, after giving effect to such
reincorporation.

                  8.5 Prohibition on Sale of Assets. Convey, sell, lease (other
than a sublease of real property), assign, transfer or otherwise dispose of
(including through a transaction of merger or consolidation of any Subsidiary of
the Company) any of its property, business or assets (including, without
limitation, tax benefits and receivables but excluding leasehold interests),
whether now owned or hereafter acquired, except:

<PAGE>   71
                                                                  EXECUTION COPY

                  (a) for (i) sales or other dispositions of inventory made in
         the ordinary course of business, (ii) sales or other dispositions of
         uneconomic, obsolete or worn-out property in the ordinary course of
         business and (iii) any sale of a store and/or fixtures to a third party
         pursuant to a sale-leaseback transaction;

                  (b) that any Subsidiary of the Company may sell, lease,
         transfer or otherwise dispose of any or all of its assets (upon
         voluntary liquidation or otherwise) to, or merge with and into, the
         Company or a wholly-owned Subsidiary of the Company and any Subsidiary
         of the Company may sell or otherwise dispose of, or part with control
         of any or all of, the stock of any Subsidiary to a wholly-owned
         Subsidiary of the Company, provided that no such transaction may be
         effected if it would result in the transfer of any assets of, or any
         stock of, a Subsidiary to, or the merger with and into, another
         Subsidiary all of the Capital Stock of which owned by the Company or
         any Subsidiary has not been pledged to the Administrative Agent and
         which has not guaranteed the obligations of the Company under the Notes
         and this Agreement, and granted liens or security interests in favor of
         the Administrative Agent, for the benefit of the Lenders, on
         substantially all of its assets to secure such guarantee, pursuant to a
         guarantee, security agreement and other documentation reasonably
         satisfactory to the Administrative Agent;

                  (c) leases of Fee Properties and other real property owned in
         fee and subleases of Leased Properties;

                  (d) any condemnation or eminent domain proceedings affecting
         any real property, provided, however, that the parties hereto agree
         that the net proceeds received in connection with such proceeding shall
         be deemed not to constitute "Net Proceeds" if such net proceeds are
         reinvested in new or existing properties within eighteen months;

                  (e) substantially like-kind exchanges of real property,
         provided that any cash received by the Company or any Subsidiary of the
         Company in connection with such an exchange (net of all costs and
         expenses incurred in connection with such transaction or with the
         commencement of operation of real property received in such exchange)
         shall be deemed to be Net Proceeds and shall be applied as provided for
         herein; and

                  (f) for the sale or other disposition of any property the
         aggregate amount of the net proceeds received in respect of which shall
         not exceed $4,000,000; and

                  (g) for the sale of owned real property and/or fixtures.

                  8.6 Limitation on Investments, Loans and Advances. Make any
advance, loan, extension of credit or capital contribution to, or purchase any
stock, bonds, notes, debentures or other securities of, or make any other
investment (except as provided in subsection 8.13) in (including, without
limitation, any acquisition of all or any substantial portion of the assets, and
any acquisition of a business or a product line, of other companies, other than
the acquisition of inventory in the ordinary course of business), any Person,
except:

                  (a) the Company may make loans or advances to any Subsidiary,
         and any Subsidiary may make loans or advances to the Company or any
         other Subsidiary, to the

<PAGE>   72
                                                                  EXECUTION COPY

         extent in each case the Indebtedness created thereby is permitted by
         paragraph (c) of subsection 8.1;

                  (b) (i) any Subsidiary may make investments in the Company (by
         way of capital contribution or otherwise) and (ii) the Company and any
         Subsidiary may make investments in, or create, any wholly-owned
         Domestic Subsidiary (by way of capital contribution or otherwise) or
         make investments permitted by subsection 8.5(b), provided that, in any
         such case, (x) if stock is issued or otherwise acquired in connection
         with such investment, or if the stock of such Subsidiary was not
         previously pledged to the Administrative Agent, such stock is pledged
         to the Administrative Agent for the benefit of the Lenders so that 100%
         of the Capital Stock of such Subsidiary is pledged to the
         Administrative Agent and (y) such Subsidiary guarantees the obligations
         of the Company under the Notes and this Agreement, and grants liens or
         security interests in favor of the Administrative Agent, for the
         benefit of the Lenders, on substantially all of its assets to secure
         such guarantee, pursuant to a guarantee, a security agreement and other
         documentation reasonably satisfactory to the Administrative Agent;

                  (c) the Company and its Subsidiaries may invest in, acquire
         and hold Cash Equivalents;

                  (d) the Company or any of its Subsidiaries may make payroll
         advances in the ordinary course of business;

                  (e) the Company or any of its Subsidiaries may acquire and
         hold receivables owing to it, if created or acquired in the ordinary
         course of business and payable or dischargeable in accordance with
         customary trade terms, (provided that nothing in this clause (e) shall
         prevent the Company or any Subsidiary from offering such concessionary
         trade terms, or from receiving such investments in connection with the
         bankruptcy or reorganization of their respective suppliers or customers
         or the settlement of disputes with such customers or suppliers arising
         in the ordinary course of business, as management deems reasonable in
         the circumstances); and

                  (f) the Company or any of its Subsidiaries may make relocation
         and other loans to officers and employees of the Company or any such
         Subsidiary, provided that the aggregate principal amount of all such
         loans and advances outstanding at any one time, together with the
         guarantees of such loans and advances made pursuant to subsection
         8.3(e), shall not exceed $4,000,000 at any one time outstanding;

                  (g) the Company may make loans to employees of the Company and
         its Subsidiaries the proceeds of which are used by such employees to
         purchase stock of Holdings, provided that the aggregate principal
         amount of all such loans shall not exceed, together with any guarantees
         of loans made pursuant to subsection 8.3(h), at any one time
         outstanding $8,000,000;

                  (h) the Company and its Subsidiaries may make acquisitions of
         companies engaged primarily in businesses similar to the businesses in
         which the Company and its Subsidiaries are engaged to the extent that
         the amount expended to make such acquisitions is permitted pursuant to
         subsection 8.7 (a), (b) or (d); provided that, if permitted pursuant to
         clause (b) of

<PAGE>   73
                                                                  EXECUTION COPY

         subsection 8.7, the acquisitions shall be permitted only if the Company
         complies with the covenants contained in subsections 8.8, 8.9 and 8.10
         of this Agreement on a pro forma basis after giving effect to such
         acquisitions; and

                  (i) the Company may make loans to employees of the Company and
         its Subsidiaries, the proceeds of which are used by such employees for
         travel and other ordinary expenses for which advances to employees are
         generally made in an aggregate principal amount not to exceed when
         added to the amount of guarantees made by the Company pursuant to
         subsection 8.3(i), at any one time outstanding $1,000,000.

                  8.7 Capital Expenditures. Make or commit to make any Capital
Expenditures, except that the Company and its Subsidiaries may make or commit to
make Capital Expenditures

                  (a) in connection with the Big Wheel Acquisition and the PAI
         Acquisition; plus

                  (b) consisting of acquisitions of companies engaged primarily
         in businesses similar to the businesses in which the Company and its
         Subsidiaries are engaged, in an aggregate amount of $50,000,000; plus

                  (c) consisting of investments in the development of new or
         relocated stores in an aggregate amount not to exceed at any one time
         $50,000,000, against which amount shall be credited any funds from the
         subsequent sale of any real property (including leasehold interests) or
         fixtures purchased or developed in connection therewith; plus


                  (d) of any other type in amounts not exceeding the amount set
         forth below (the "Base Amount") for each of the fiscal years of the
         Company (or other period) set forth below:

<TABLE>
<CAPTION>
                   Fiscal Year
                    or Period                                  Base Amount
                    ---------                                  -----------
<S>                                                           <C>
                   1998                                        $30,000,000
                   1999                                        $50,000,000
                   Each fiscal year thereafter                 $45,000,000
</TABLE>


         provided, however, that (i) for any fiscal year of the Company, the
         Base Amount for such fiscal year set forth above shall be increased by
         an amount equal to the aggregate amount of proceeds received by the
         Company or any of its Subsidiaries in such fiscal year with respect to
         sales of real property by the Company or such Subsidiary, which real
         property had been originally acquired or developed by the Company or
         such Subsidiary with the proceeds of Revolving Credit Loans, but only
         if such acquisition and development costs had been originally included
         as Capital Expenditures in the fiscal year or years when such
         acquisition and development costs were incurred and (ii) for any fiscal
         year of the Company, the Base Amount for such fiscal year set forth
         above (as increased with respect to such fiscal year pursuant to clause
         (i) of this proviso) may be increased by an amount not in excess of
         $15,000,000 by carrying over to such fiscal year the unused portion of
         the Base Amount for the immediately preceding fiscal year (as increased
         pursuant to this proviso).

<PAGE>   74
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         8.8 Consolidated EBITDA. At the last day of any fiscal quarter, permit
Consolidated EBITDA for the period of four fiscal quarters ending on such day to
be less than $85,000,000.

         8.9 Debt to EBITDA. (a) At the last day of any fiscal quarter set forth
below, permit the ratio of Consolidated Funded Indebtedness as at such day to
Consolidated EBITDA for the period of four fiscal quarters ending on such day
(the "Leverage Ratio") to be greater than the ratio set forth below for such
fiscal quarter; provided, that, with respect to any acquisition permitted by
subsection 8.6(h), the last four fiscal quarters of Consolidated EBITDA (as may
be adjusted for post-acquisition cost savings reasonably agreed to by the
Company and the Administrative Agent) of the acquired company shall be added to
the Consolidated EBITDA of the Company for the purposes of calculating this
ratio:

<TABLE>
<CAPTION>
             Fiscal Year                      Fiscal Quarter                            Ratio
             -----------                      --------------                            -----
<S>          <C>                              <C>                                     <C>
                1999                             Second                               4.50 to 1
                                                 Third                                4.50 to 1
                                                 Fourth                               4.50 to 1
                2000                             First                                4.50 to 1
              2000-2003                          Each fiscal quarter                  4.00 to 1
                                                 thereafter
</TABLE>

                  (b) In the event the Company elects to prepay the Permanent
Subordinated Debt in excess of $30,000,000 as provided for in clause (x)(2) of
subsection 8.13, at the time of such prepayment and at all times thereafter, the
ratio of Consolidated Senior Funded Indebtedness (after giving pro forma effect
to any redemption, repayment or repurchase of Permanent Subordinated Debt as
provided in subsection 8.13 and the incurrence of any Consolidated Senior Funded
Indebtedness in connection therewith) to Consolidated EBITDA for the four fiscal
quarters most recently ended for which financial information is available shall
be at or less than 3.25 to 1, which ratio shall be tested on a quarterly basis.

         8.10 Interest Coverage. At the last day of any fiscal quarter set forth
below, permit the Interest Coverage Ratio to be less than the ratio set forth
below for such fiscal quarter:

<TABLE>
<CAPTION>
                                                                                      Interest
                                                                                      Coverage
             Fiscal Year                      Fiscal Quarter                            Ratio
             -----------                      --------------                            -----
<S>                                           <C>                                     <C>
                1999                             Second                               2.25 to 1
                                                 Third                                2.25 to 1
              1999-2003                          Each fiscal quarter                  2.75 to 1
                                                 thereafter
</TABLE>

         8.11 Limitation on Dividends. Declare any dividends on any shares of
any class of stock, or make any payment on account of, or set apart assets for a
sinking or other analogous fund for, the purchase, redemption, retirement or
other acquisition of any shares of any class of stock, or any warrants or
options to purchase such stock, whether now or hereafter outstanding, or make
any
<PAGE>   75
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other distribution in respect thereof, either directly or indirectly, whether in
cash or property or in obligations of the Company or any of its Subsidiaries;
except that:

                  (a) Subsidiaries may pay dividends to the Company or to
         Subsidiaries which are directly or indirectly wholly owned by the
         Company;

                  (b) the Company may pay or make dividends or distributions to
         any holder of its capital stock in the form of additional shares of
         Capital Stock of the same class and type, provided such shares of
         Capital Stock are pledged to the Administrative Agent for the benefit
         of the Lenders;

                  (c) the Company may pay dividends or make other distributions:

                           (i) to Holdings in amounts equal to amounts required
                  for Holdings to pay franchise taxes and other fees required to
                  maintain its corporate existence and provide for other
                  operating costs;

                           (ii) to Holdings in amounts equal to amounts required
                  for Holdings to pay Federal, state and local income taxes to
                  the extent such income taxes are attributable to the income of
                  the Company and its Subsidiaries; and

                           (iii) to Holdings in amounts equal to amounts
                  expended by Holdings to repurchase Capital Stock of Holdings
                  owned by former employees of the Company or its Subsidiaries
                  or their assigns, estates and heirs, provided that the
                  aggregate amount paid, loaned or advanced to Holdings pursuant
                  to this clause (iii) shall not, in the aggregate, exceed the
                  sum of $5,000,000 plus any amounts contributed by Holdings to
                  the Company as a result of resales of such repurchased shares
                  of Capital Stock.

         8.12 Transactions with Affiliates. Enter into any transaction,
including, without limitation, any purchase, sale, lease or exchange of property
or the rendering of any service, with any Affiliate except for transactions
which are otherwise permitted under this Agreement and which are in the ordinary
course of the Company's or a Subsidiary's business and which are upon fair and
reasonable terms no less favorable to the Company or such Subsidiary than it
would obtain in a hypothetical comparable arm's length transaction with a Person
not an Affiliate; provided, however, that nothing in this subsection 8.12 shall
prohibit the Company or any of its Subsidiaries from engaging in the following
transactions: (x) the performance of the Company's or such Subsidiary's
obligations under any employment contract, collective bargaining agreement,
employee benefit plan, related trust agreement or any other similar arrangement
heretofore or hereafter entered into in the ordinary course, (y) payment of
compensation to employees, officers, directors or consultants in the ordinary
course of business and (z) maintenance of benefit programs or arrangements for
employees, officers or directors, including, without limitation, vacation plans,
health and life insurance plans, deferred compensation plans, and retirement or
savings plans and similar plans.

         8.13 Prepayments and Amendments of Permanent Subordinated Debt. (a)
Optionally prepay, optionally retire, optionally redeem, optionally purchase,
optionally defease or optionally exchange, or make any mandatory prepayment or
any mandatory repurchase of any Permanent Subordinated Debt (other than (y) any
refinancing of the Permanent Subordinated Debt
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contemplated in the definition thereof and (z) any redemption of the Permanent
Subordinated Debt with the proceeds of the issuance of Capital Stock to the
extent permitted by subsection 4.4(b)) or pay any interest on the Permanent
Subordinated Debt in cash if such interest may be paid by the issuance of
additional Permanent Subordinated Debt or (b) amend, supplement or otherwise
modify any documentation governing any Permanent Subordinated Debt (other than
(i) amendments to such Permanent Subordinated Debt which reduce the interest
rate or extend the maturity thereof and (ii) waivers of compliance by the
Company with any of the terms or conditions of such Permanent Subordinated Debt
(except those terms or conditions which by their terms run to the benefit of the
Lenders)). Notwithstanding anything to the contrary in this subsection 8.13 and
in addition to that which is permitted pursuant to the parenthetical in clause
(a) of this subsection 8.13, (x) so long as there is no Default or Event of
Default existing and no Default or Event of Default (except as would result from
this subsection 8.13 but for the last sentence hereof) would result therefrom,
the Company may redeem, repay or repurchase (1) up to $30,000,000 aggregate
principal amount of the Permanent Subordinated Debt (which amount shall be in
addition to $15,000,000 aggregate principal amount of Permanent Subordinated
Debt allowed to be repurchased pursuant to clause (y) below) and (2) in excess
of $30,000,000 aggregate principal amount of Permanent Subordinated Debt so long
as the ratio of Consolidated Senior Funded Indebtedness (after giving pro forma
effect to any redemption, repayment or repurchase of Permanent Subordinated Debt
as provided herein and the incurrence of any Consolidated Senior Funded
Indebtedness in connection therewith) to Consolidated EBITDA for the four fiscal
quarters most recently ended for which financial information is available shall
be at or less than 3.25 to 1 and if the Company complies with the covenant in
subsection 8.9(b); and may amend, supplement or otherwise modify such documents
governing the Permanent Subordinated Debt as may be necessary to effect such
redemption, repayment or repurchase pursuant to this clause (x), and (y) upon
the occurrence of a "change of control" as defined in the Permanent Subordinated
Note Indenture, so long as there is no Default or Event or Default existing and
no Default or Event of Default would result therefrom, the Company may
repurchase up to $15,000,000 of the Permanent Subordinated Debt as required
under the Permanent Subordinated Note Indenture without resulting in a breach of
the covenant set forth in this subsection 8.13 whereby mandatory repurchase of
Permanent Subordinated Debt is prohibited.

         8.14 Limitation on Changes in Fiscal Year. Permit the fiscal year of
the Company to end on a day other than the Sunday closest to January 31.

         8.15 Limitation on Lines of Business. Enter into any business, either
directly or through any Subsidiary, except for those businesses in which the
Company is engaged on the Closing Date or which are directly related thereto.

         8.16 Limitation on Interest Rate Agreements. Enter into, create, incur,
assume or suffer to exist any Interest Rate Agreements or obligations in respect
thereof except in the ordinary course of business for non-speculative purposes.


         SECTION 9. EVENTS OF DEFAULT

         Upon the occurrence and during the continuance of any of the following
events:
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                  (a) The Company shall fail (i) to pay any principal of any
         Note when due in accordance with the terms hereof or thereof or to
         reimburse the Issuing Lender in accordance with subsection 3.8 or (ii)
         pay any interest on any Loan or any other amount payable hereunder
         within five days after any such interest or other amount becomes due in
         accordance with the terms thereof or hereof; or

                  (b) Any representation or warranty made or deemed made by any
         Credit Party in any Credit Document shall prove to have been incorrect
         in any material respect on or as of the date made or deemed made; or

                  (c) The Company shall default in the observance or performance
         of any agreement contained in subsection 7.7(a) or Section 8 of this
         Agreement or Holdings shall default in the observance or performance of
         any agreement contained in Section 5 of the Holdings Pledge Agreement
         or the Company shall default in the observance or performance of any
         agreement contained in subsections 5(a), (h) through (k) and (o) of the
         Company Security Agreement or Holdings shall default in the observance
         or performance of any agreement contained in Section 10 of the Holdings
         Guarantee, or, with respect to any Subsidiary which becomes a Credit
         Party on or after the Closing Date, the Company or such Subsidiary
         shall default in the observance or performance of the corresponding
         provisions of the pledge agreement, guarantee and security agreement to
         which it is a party; or

                  (d) Any Credit Party shall default in the observance or
         performance of any other agreement contained in any Credit Document and
         such default shall continue unremedied for a period of 30 days; or

                  (e) The Company or any of its Subsidiaries shall (i) default
         in any payment of principal of or interest on or other amounts in
         respect of any Indebtedness (other than the Loans, the L/C Obligations
         and any inter-company debt) or Interest Rate Agreement or in the
         payment of any Contingent Obligation, beyond the period of grace, if
         any, provided in the instrument or agreement under which such
         Indebtedness, Interest Rate Agreement or Contingent Obligation was
         created; or (ii) default in the observance or performance of any other
         agreement or condition relating to any such Indebtedness, Interest Rate
         Agreement or Contingent Obligation or contained in any instrument or
         agreement evidencing, securing or relating thereto, or any other event
         shall occur or condition exist, the effect of which default or other
         event or condition is to cause, or to permit the holder or holders of
         such Indebtedness or beneficiary or beneficiaries of such Contingent
         Obligation (or a trustee or agent on behalf of such holder or holders
         or beneficiary or beneficiaries) to cause, with the giving of notice if
         required, such Indebtedness to become due prior to its stated maturity,
         any applicable grace period having expired, or such Contingent
         Obligation to become payable, any applicable grace period having
         expired; in each case, provided that the aggregate principal amount of
         all such Indebtedness, Interest Rate Agreements and Contingent
         Obligations under which a payment default exists as in (a) above or
         which would then become due or payable equals or exceeds $10,000,000;
         or

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

                  (g) (i) Any Person shall engage in any "prohibited
         transaction" (as defined in Section 406 of ERISA or Section 4975 of the
         Code) involving any Plan which is not otherwise exempted, (ii) any
         "accumulated funding deficiency" (as defined in Section 302 of ERISA),
         whether or not waived, shall exist with respect to any Plan, (iii) a
         Reportable Event shall occur with respect to, or proceedings shall
         commence to have a trustee appointed, or a trustee shall be appointed,
         to administer or to terminate, any Single Employer Plan, which
         Reportable Event or commencement of proceedings or appointment of a
         trustee is likely to result in the termination of such Single Employer
         Plan for purposes of Title IV of ERISA, (iv) any Single Employer Plan
         shall terminate for purposes of Title IV of ERISA, (v) the Company or
         any Commonly Controlled Entity shall incur any material liability in
         connection with a withdrawal from, or the Insolvency or Reorganization
         of, a Multiemployer Plan; and in each case in clauses (i) through (v)
         above, such event or condition, together with all other such events or
         conditions relating to a Plan, if any, would be reasonably likely to
         subject the Company or any of its Subsidiaries to any tax, penalty or
         other liabilities in the aggregate material in relation to the
         business, assets, condition (financial or otherwise) or results of
         operations of the Company and its Subsidiaries taken as a whole; or

                  (h) One or more judgments or decrees shall be entered against
         the Company or any of its Subsidiaries involving in the aggregate a
         liability (not paid or fully covered by insurance) of $10,000,000 or
         more and all such judgments or decrees shall not have been vacated,
         discharged, stayed or bonded pending appeal within the time required by
         the terms of such judgment; or

                  (i) Any Credit Document shall cease, for any reason, to be in
         full force and effect or any Credit Party or any of its Subsidiaries
         shall so assert in writing, or any Pledge Agreement or Security
         Agreement shall cease to be effective to grant a perfected Lien on the
         collateral described therein with the priority purported to be created
         thereby (other than as a result of any action or inaction on the part
         of the Administrative Agent or the Lenders), subject to such exceptions
         as may be permitted therein, and in the case of any Security
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         Agreement such condition shall continue unremedied for 30 days after
         notice thereof to the Company by the Administrative Agent or any
         Lender; or

                  (j) There shall have occurred a Change of Control; or

                  (k) Holdings shall engage in any business or activity other
         than owning the Capital Stock of the Company and activities reasonably
         incidental thereto;

                  (l) (i) There shall have occurred any amendment, supplement or
         other modification of any of the Permanent Subordinated Debt or the
         documents governing such Permanent Subordinated Debt, which in any such
         case shall not have been consented to in advance in writing by the
         Administrative Agent and the Required Lenders, except (A) as otherwise
         expressly permitted by subsection 8.13 or (B) to the extent such
         amendment, supplement or modification gives effect to any prepayment,
         retirement or redemption of Permanent Subordinated Debt expressly
         permitted by this Agreement or (ii) the subordination provisions of any
         document governing any Permanent Subordinated Debt shall cease, for any
         reason, to be valid or any Credit Party or any of its Subsidiaries
         shall so assert in writing;

then, and in any such event, (a) if such event is an Event of Default specified
in clause (i) or (ii) of paragraph (f) above with respect to the Company,
automatically (i) the Commitments shall immediately terminate and the Loans
hereunder (with accrued interest thereon) and all other amounts owing under this
Agreement, the Notes and the other Credit Documents shall immediately become due
and payable, and (ii) all obligations of the Company in respect of the Letters
of Credit, although contingent and unmatured, shall become immediately due and
payable and the Issuing Lender's obligations to issue the Letters of Credit
shall immediately terminate and (b) if such event is any other Event of Default,
so long as any such Event of Default shall be continuing, either or both of the
following actions may be taken: (i) with the consent of the Required Lenders,
the Administrative Agent may, or upon the request of the Required Lenders, the
Administrative Agent shall, by notice to the Company, declare the Commitments
and the Issuing Lender's obligations to issue the Letters of Credit to be
terminated forthwith, whereupon the Commitments and such obligations shall
immediately terminate; and (ii) with the consent of the Required Lenders, the
Administrative Agent may, or upon the request of the Required Lenders, the
Administrative Agent shall, by notice of default to the Company, (A) declare all
or a portion of the Loans hereunder (with accrued interest thereon) and all
other amounts owing under this Agreement and the Notes to be due and payable
forthwith, whereupon the same shall immediately become due and payable, and (B)
declare all or a portion of the obligations of the Company in respect of the
Letters of Credit, although contingent and unmatured, to be due and payable
forthwith, whereupon the same shall immediately become due and payable and/or
demand that the Company discharge any or all of the obligations supported by the
Letters of Credit by paying or prepaying any amount due or to become due in
respect of such obligations. All payments under this Section 9 on account of
undrawn Letters of Credit shall be made by the Company directly to a cash
collateral account established by the Administrative Agent for such purpose for
application to the Company's reimbursement obligations under subsection 3.8 as
drafts are presented under the Letters of Credit, with the balance, if any, to
be applied to the Company's obligations under this Agreement and the Notes as
the Administrative Agent shall determine with the approval of the Required
Lenders. Except as expressly provided above in this Section 9, presentment,
demand, protest and all other notices of any kind are hereby expressly waived.
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 SECTION 10. THE ADMINISTRATIVE AGENT; THE ISSUING LENDER; OTHER AGENTS

         10.1  Appointment. Each Lender hereby irrevocably designates and
appoints Chase as the Administrative Agent, DLJ as the Syndication Agent and
Lehman as the Documentation Agent under this Agreement and irrevocably
authorizes Chase as Administrative Agent for such Lender, to take such action on
its behalf under the provisions of the Credit Documents and to exercise such
powers and perform such duties as are expressly delegated to the Administrative
Agent by the terms of the Credit Documents, together with such other powers as
are reasonably incidental thereto. Notwithstanding any provision to the contrary
elsewhere in this Agreement, neither the Administrative Agent nor the
Syndication Agent nor the Documentation Agent shall have any duties or
responsibilities, except those expressly set forth herein, or any fiduciary
relationship with any Lender, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into the
Credit Documents or otherwise exist against the Administrative Agent, the
Syndication Agent or the Documentation Agent.

         10.2  Delegation of Duties. The Administrative Agent may execute any of
its duties under this Agreement and each of the other Credit Documents by or
through agents or attorneys-in-fact and shall be entitled to advice of counsel
concerning all matters pertaining to such duties. The Administrative Agent shall
not be responsible for the negligence or misconduct of any agents or
attorneys-in-fact selected by it with reasonable care, except as otherwise
provided in subsection 10.3.

         10.3  Exculpatory Provisions. None of the Administrative Agent or any
of its officers, directors, employees, agents, attorneys-in-fact or Affiliates
shall be (i) liable for any action lawfully taken or omitted to be taken by it
or such Person under or in connection with the Credit Documents (except for its
or such Person's own gross negligence or willful misconduct) or (ii) responsible
in any manner to any of the Lenders for any recitals, statements,
representations or warranties made by any Credit Party or any officer thereof
contained in the Credit Documents 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 the Credit Documents or for the value,
validity, effectiveness, genuineness, enforceability or sufficiency of the
Credit Documents or for any failure of any Credit Party to perform its
obligations thereunder. The Administrative Agent shall not be under any
obligation to any Lender to ascertain or to inquire as to the observance or
performance of any of the agreements contained in, or conditions of, any Credit
Document or to inspect the properties, books or records of any Credit Party.

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

         10.5 Notice of Default. The Administrative Agent shall not be deemed to
have knowledge or notice of the occurrence of any Default or Event of Default
hereunder unless the Administrative Agent has received 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". In the
event that the Administrative Agent receives such a notice, the Administrative
Agent shall promptly give notice thereof to the Lenders. The Administrative
Agent shall take such action with respect to such Default or Event of Default as
shall be reasonably directed by the Required Lenders; provided that unless and
until the Administrative Agent shall have received such directions, the
Administrative Agent may (but shall not be obligated to) take such action, or
refrain from taking such action, with respect to such Default or Event of
Default as it shall deem advisable in the best interests of the Lenders.

         10.6 Non-Reliance on Administrative Agent, Syndication Agent,
Documentation Agent and Other Lenders. Each Lender expressly acknowledges that
none of the Administrative Agent, the Syndication Agent, the Documentation Agent
or any of their respective officers, directors, employees, agents,
attorneys-in-fact or Affiliates has made any representations or warranties to it
and that no act by the Administrative Agent, the Syndication Agent, the
Documentation Agent or any such Person hereinafter taken, including any review
of the affairs of the Credit Parties, shall be deemed to constitute any
representation or warranty by the Administrative Agent, the Syndication Agent,
the Documentation Agent or any such Person to any Lender. Each Lender represents
to the Administrative Agent, the Syndication Agent and the Documentation Agent
that it has, independently and without reliance upon the Administrative Agent,
the Syndication Agent, the Documentation Agent or any such Person or any other
Lender, and based on such documents and information as it has deemed
appropriate, made its own appraisal of and investigation into the business,
operations, property, financial and other condition and creditworthiness of
Holdings, the Company and its Subsidiaries and made its own decision to make its
Loans hereunder and enter into this Agreement. Each Lender also represents that
it will, independently and without reliance upon the Administrative Agent, the
Syndication Agent, the Documentation Agent or any such Person or any other
Lender, and based on such documents and information as it shall deem appropriate
at the time, continue to make its own credit analysis, appraisals and decisions
in taking or not taking action under the Credit Documents, and to make such
investigation as it deems necessary to inform itself as to the business,
operations, property, financial and other condition and creditworthiness of
Holdings, the Company and its Subsidiaries. Except for notices, reports and
other documents expressly 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, operations, property, financial and other condition or
creditworthiness of the Credit Parties which may come into the possession of the
Administrative Agent or any of its officers, directors, employees, agents,
attorneys-in-fact or Affiliates.
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         10.7 Indemnification. The Lenders agree to indemnify each of the
Administrative Agent, the Syndication Agent, the Documentation Agent and the
Lead Arrangers in its capacity as such (to the extent not reimbursed by the
Credit Parties and without limiting the obligation of the Credit Parties to do
so), ratably according to the respective amounts of their respective Commitments
(or, to the extent such Commitments have been terminated, according to the
respective outstanding principal amounts of the Loans and the L/C Obligations
and the respective obligations, whether as Issuing Lender or a Participating
Lender, under the Letter of Credit), from and against any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind whatsoever which may at any time
(including without limitation at any time following the payment of the Notes) be
imposed on, incurred by or asserted against the Administrative Agent, the
Syndication Agent, the Documentation Agent or any Lead Arranger in any way
relating to or arising out of the Credit Documents or any documents contemplated
by or referred to herein or the transactions contemplated hereby or any action
taken or omitted by the Administrative Agent, the Syndication Agent, the
Documentation Agent or any Lead Arranger under or in connection with any of the
foregoing; provided that no Lender shall be liable for the payment of any
portion of such liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements resulting from the
Administrative Agent's, the Syndication Agent's, the Documentation Agent's or
either of the Lead Arranger's respective gross negligence or willful misconduct.
The agreements in this subsection 10.7 shall survive the payment of the Notes
and all other amounts payable hereunder.

         10.8 The Administrative Agent, Syndication Agent and Documentation
Agent, Each in its Individual Capacity. The Administrative Agent, the
Syndication Agent, the Documentation Agent and their respective Affiliates may
make loans to, accept deposits from and generally engage in any kind of business
with Holdings, the Company and its Subsidiaries as though the Administrative
Agent was not the Administrative Agent hereunder, the Syndication Agent was not
the Syndication Agent and the Documentation Agent was not the Documentation
Agent hereunder. With respect to its Loans made or renewed by it and any Note
issued to either of them, the Administrative Agent, the Syndication Agent and
the Documentation Agent shall each have the same rights and powers, duties and
liabilities under the Credit Documents as any Lender and may exercise the same
as though it were not the Administrative Agent, the Syndication Agent and the
Documentation Agent, respectively, and the terms "Lender" and "Lenders" shall
include the Administrative Agent, the Syndication Agent and the Documentation
Agent in their respective individual capacities.

         10.9 Successor Agent. The Administrative Agent may resign as
Administrative Agent upon 30 days' notice to the Lenders. If the Administrative
Agent shall resign as Administrative Agent under the Credit Documents, then the
Required Lenders shall appoint from among the Lenders a successor agent for the
Lenders which successor agent shall, so long as no Event of Default has occurred
and is continuing, be approved by the Company, which shall not unreasonably
withhold its approval, whereupon such successor agent shall succeed to the
rights, powers and duties of the Administrative Agent and the term
"Administrative Agent" shall mean such successor agent effective upon its
appointment and approval, and the former Administrative Agent's rights, powers
and duties as Administrative Agent shall be terminated, without any other or
further act or deed on the part of such former Administrative Agent or any of
the parties to this Agreement or any holders of the Notes. After any retiring
Administrative Agent's resignation hereunder as Administrative Agent, the
provisions of this Section 10 shall inure to its benefit as to any actions taken
or omitted to be taken by it while it was Administrative Agent under the Credit
Documents.
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         10.10 Issuing Lender as Issuer of Letters of Credit. Each Lender which
is a holder of a Revolving Credit Commitment (collectively "Revolving Credit
Lenders") hereby acknowledges that the provisions of this Section 10 shall apply
to the Issuing Lender, in its capacity as issuer of the Letters of Credit, in
the same manner as such provisions are expressly stated to apply to the
Administrative Agent, except that obligations to indemnify the Issuing Lender
shall be ratable among the Revolving Credit Lenders in accordance with their
respective Revolving Credit Commitments (or, if the Revolving Credit Commitments
have been terminated, the outstanding principal amount of their respective
Revolving Credit Loans and L/C Obligations and their respective participating
interests in the outstanding Letters of Credit).


         SECTION 11. MISCELLANEOUS

         11.1  Amendments and Waivers. Except as otherwise expressly set forth
in this Agreement, no Credit Document nor any terms thereof may be amended,
supplemented, waived or modified except in accordance with the provisions of
this subsection 11.1. With the written consent of the Required Lenders, the
Administrative Agent and the respective Credit Parties or their Subsidiaries
may, from time to time, enter into written amendments, supplements or
modifications hereto for the purpose of adding any provisions to any Credit
Document to which they are parties or changing in any manner the rights of the
Lenders or of any such Credit Party or its Subsidiaries thereunder or waiving,
on such terms and conditions as the Administrative Agent may specify in such
instrument, any of the requirements of any such Credit Document or any Default
or Event of Default and its consequences; provided, however, that:

                  (a) no such waiver and no such amendment, supplement or
         modification shall release collateral not required or permitted by any
         Credit Document to be released and which, in the aggregate with all
         other collateral released pursuant to this clause (a) (other than
         collateral released pursuant to the proviso to this clause (a)) during
         the calendar year in which such proposed release would be effected and
         the immediately preceding calendar year, has fair market value on the
         proposed date of release in excess of 20% of the fair market value of
         all collateral on such date without the written consent of the
         Supermajority Lenders; provided that, notwithstanding the foregoing,
         this clause (a) shall not be applicable to and no consent shall be
         required for (i) releases of collateral in connection with any Asset
         Sales permitted by subsection 8.5, (ii) releases of collateral in
         accordance with subsection 11.11 or (iii) upon the reincorporation of
         the Company or any Subsidiary in a new jurisdiction or the creation of
         a new Subsidiary of the Company, any release of collateral in
         connection with the transfer of such released collateral to such
         reincorporated entity or new Subsidiary in compliance with subsection
         8.4, provided that the Administrative Agent, in its sole discretion,
         determines that such release and transfer, together with any grant and
         perfection of a new Lien therein in favor of the Administrative Agent,
         will cause no material impairment of the value of the collateral taken
         as a whole, after giving effect to such release and transfer;

                  (b) no such waiver and no such amendment, supplement or
         modification shall extend the final maturity date of any Note or the
         scheduled payment date of any installment of any Loan, or reduce the
         rate or extend the time of payment of interest thereon, or change the
         method of calculating interest thereon, or reduce any fee payable to
         the Lenders hereunder, or reduce the principal amount thereof, or
         change the amount of any Lender's
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         Commitment or Commitment Percentage, or amend, modify or waive any
         provision of subsection 4.9(b) or this subsection 11.1 or reduce the
         percentage specified in the definition of Required Lenders or reduce
         the percentage specified in the definition of Supermajority Lenders or
         reduce the percentage specified in the definition of Section 4.4
         Lenders or consent to the assignment or transfer by any Credit Party of
         any of its rights and obligations under any Credit Document, in each
         case, without the prior written consent of each Lender directly
         affected thereby;

                  (c) no such waiver and no such amendment, supplement or
         modification affecting the then Administrative Agent or Issuing Lender
         shall amend, modify or waive any provision of Section 10 without the
         written consent of such Administrative Agent or Issuing Lender;

                  (d) without the consent of the Lenders which are holders of
         the Revolving Credit Loans only, the Lenders which are holders of all
         the Term Loans may amend this Agreement and the Term Loan Notes to
         extend the maturities of the installments of the Term Loans; and
         without the consent of the Lenders which are holders of the Term Loans,
         all the Revolving Credit Lenders may amend this Agreement and the
         Revolving Credit Notes to extend the Revolving Credit Termination Date;
         and

                  (e) no such waiver, and no such amendment, supplement or
         modification shall amend, modify or waive the Section 4.4 Lenders'
         ability to act pursuant to subsection 4.4(b)(i), (ii), (iii) or (iv)
         without the written consent of the Section 4.4 Lenders.

Any such waiver and any such amendment, supplement or modification described in
this subsection 11.1 shall apply equally to each of the Lenders and shall be
binding upon each Credit Party and its Subsidiaries, the Lenders, the
Administrative Agent and Issuing Lender and all future holders of the Notes and
the Loans. Any extension of a Letter of Credit by the Issuing Lender shall be
treated hereunder as a new Letter of Credit. In the case of any waiver, the
Credit Parties, the Lenders, the Administrative Agent and Issuing Lender shall
be restored to their former position and rights hereunder and under the
outstanding Notes, and any Default or Event of Default waived shall be deemed to
be cured and not continuing; but no such waiver shall extend to any subsequent
or other Default or Event of Default, or impair any right consequent thereon.

         11.2 Notices. All notices, requests and demands to or upon the
respective parties hereto to be effective shall be in writing (including by
telecopy or telex, if one is listed), and, unless otherwise expressly provided
herein, shall be deemed to have been duly given or made when delivered by hand,
or three Business Days after being deposited in the mail, postage prepaid, or,
in the case of telecopy notice, when sent, confirmation of receipt received, or,
in the case of telex notice, when sent, answerback received, addressed as
follows in the case of the Company and the Administrative Agent and as set forth
in Schedule I in the case of any Lender, or to such other address as may be
hereafter notified by the respective parties hereto and any future holders of
the Notes:

         The Company:               CSK Auto, Inc.
                                    645 E. Missouri Avenue
                                    Suite 400
                                    Phoenix, Arizona  85012
                                    Attention:  Treasurer
<PAGE>   85
                                                                  EXECUTION COPY

                                    Telecopy:  (602) 234-1713

         With a copy to:            Gibson, Dunn & Crutcher LLP
                                    200 Park Avenue
                                    New York, New York 10166
                                    Attention: Janet Vance, Esq.
                                    Telecopy: (212) 351-4035

         The Administrative Agent:  The Chase Manhattan Bank
                                    270 Park Avenue
                                    New York, New York 10017
                                    Attention: Neil R. Boylan
                                    Telecopy: (212) 972-0009

         With a copy to:            The Chase Manhattan Bank Loan and
                                    Agency Services
                                    1 Chase Manhattan Plaza
                                    8th Floor
                                    New York, New York  10081
                                    Attention:  Ann Bowles
                                    Telecopy:  (212) 552-7500

provided that any notice, request or demand to or upon the Administrative Agent
or the Lenders pursuant to subsections 3.4, 3.5, 4.1, 4.2, 4.3 and 4.4 shall not
be effective until received and provided that the failure to provide the copies
of notices to the Company provided for in this subsection 11.2 shall not result
in any liability to the Administrative Agent.

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

         11.4  Survival of Representations and Warranties. All representations
and warranties made hereunder and in any document, certificate or statement
delivered pursuant hereto or in connection herewith shall survive the execution
and delivery of this Agreement, the Letters of Credit and the Notes.

         11.5  Payment of Expenses and Taxes. The Company agrees (a) to pay or
reimburse each of the Administrative Agent, the Syndication Agent and the Lead
Arrangers for all its reasonable out-of-pocket costs and expenses incurred in
connection with the development, preparation and execution of, and any
amendment, supplement or modification to, the Credit Documents and any other
documents prepared in connection herewith, and the consummation of the
transactions contemplated hereby and thereby, including, without limitation, the
reasonable fees and disbursements of one counsel to the Administrative Agent,
(b) to pay or reimburse the Administrative Agent, the Syndication Agent and each
Lender for all their costs and expenses incurred in connection with, and to pay,
indemnify, and hold each of them harmless from and against
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any and all other liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind or nature
whatsoever arising out of or in connection with, the enforcement or preservation
of any rights under any Credit Document and any such other documents, including,
without limitation, reasonable fees and disbursements of counsel to the
Administrative Agent, the Syndication Agent and each Lender incurred in
connection with the foregoing and in connection with advising each of them with
respect to its rights and responsibilities under this Agreement and the
documentation relating thereto, (c) to pay, indemnify, and to hold the
Administrative Agent, the Syndication Agent and each Lender harmless from, any
and all recording and filing fees and any and all liabilities with respect to,
or resulting from any delay in paying, stamp, excise and other similar taxes
(other than withholding taxes), if any, which may be payable or determined to be
payable in connection with the execution and delivery of, or consummation of any
of the transactions contemplated by, or any amendment, supplement or
modification of, or any waiver or consent under or in respect of, any Credit
Document and any such other documents, and (d) to pay, indemnify and hold the
Administrative Agent, the Syndication Agent, each Lead Arranger and each Lender
and their respective Affiliates, officers, directors, trustees, employees or
agents harmless from and against any and all other liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind or nature whatsoever (including, without limitation,
reasonable fees and disbursements of counsel) which may be incurred by or
asserted against the Administrative Agent, the Syndication Agent, such Lead
Arranger, such Lender or such Affiliates, officers, directors, trustees,
employees, and agents (x) arising out of or in connection with any
investigation, litigation or proceeding related to this Agreement, the other
Credit Documents, the proceeds of the Loans or the Permanent Subordinated Debt
and the transactions contemplated by or in respect of such use of proceeds, or
any of the other transactions contemplated hereby, whether or not the Company,
the Administrative Agent, the Syndication Agent, any Lead Arranger or any of the
Lenders or such Affiliates, officers or directors is a party thereto, including,
without limitation, any of the foregoing relating to the violation of,
noncompliance with or liability under, any Environmental Law applicable to the
operations of the Company, any of its Subsidiaries or any of the facilities and
properties owned, leased or operated by the Company or any of its Subsidiaries,
or (y) without limiting the generality of the foregoing, by reason of or in
connection with the execution and delivery or transfer of, or payment or failure
to make payments under, Letters of Credit (it being agreed that nothing in this
subsection 11.5(d)(y) is intended to limit the Company's obligations pursuant to
subsection 3.8) (all the foregoing, collectively, the "indemnified
liabilities"), provided that the Company shall have no obligation hereunder with
respect to indemnified liabilities of the Administrative Agent, the Syndication
Agent, any Lead Arranger or any Lender or any of their respective Affiliates,
officers and directors arising from (i) the gross negligence or willful
misconduct of the Administrative Agent, the Syndication Agent, such Lead
Arranger or such Lender or their respective directors or officers or (ii) legal
proceedings commenced against the Administrative Agent, the Syndication Agent,
any Lead Arranger or any Lender by any security holder or creditor thereof
arising out of and based upon rights afforded any such security holder or
creditor solely in its capacity as such or (iii) legal proceedings commenced
against the Administrative Agent, the Syndication Agent, any Lead Arranger or
any such Lender by any Transferee (as defined in subsection 11.6(f)). The
agreements in this subsection 11.5 shall survive repayment of the Loans and all
other amounts payable hereunder.

         11.6 Successors and Assigns; Participations and Assignments. (a) This
Agreement shall be binding upon and inure to the benefit of the Company, the
Lenders and the Agents, all future holders of the Notes and the Loans, and their
respective successors and assigns, except that the
<PAGE>   87
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Company may not assign or transfer any of its rights or obligations under this
Agreement without the prior written consent of each Lender.

         (b) Any Lender may, in the ordinary course of its commercial banking or
lending business and in accordance with applicable law, at any time sell to one
or more banks or other entities ("Participants") participating interests in any
Loan owing to such Lender, any participating interest in the Letters of Credit
of such Lender, any Note held by such Lender, any Commitment of such Lender or
any other interest of such Lender hereunder. In the event of any such sale by a
Lender of participating interests to a Participant, such Lender's obligations
under this Agreement and the other Credit Documents to the other parties to this
Agreement shall remain unchanged, such Lender shall remain solely responsible
for the performance thereof, such Lender shall remain the holder of any such
Note for all purposes under this Agreement and Holdings, the Company and the
Administrative Agent shall continue to deal solely and directly with such Lender
in connection with such Lender's rights and obligations under this Agreement and
the other Credit Documents. The Company agrees that if amounts outstanding under
this Agreement and the Notes are due and unpaid, or shall have been declared or
shall have become due and payable upon the occurrence of an Event of Default,
each Participant shall be deemed to have the right of setoff in respect of its
participating interest in amounts owing under this Agreement and any Note to the
same extent as if the amount of its participating interest were owing directly
to it as a Lender under this Agreement or any Note; provided, that such right of
setoff shall be subject to the obligation of such Participant to share with the
Lenders, and the Lenders agree to share with such Participant, as provided in
subsection 11.7. The Company also agrees that each Participant shall be entitled
to the benefits of subsections 3.10, 4.11 and 4.12 with respect to its
participation in the Letters of Credit and in the Commitments and the Loans
outstanding from time to time as if it were a Lender; provided, that no
Participant shall be entitled to receive any greater amount pursuant to any such
subsection than the transferor Lender would have been entitled to receive in
respect of the amount of the participation transferred by such transferor Lender
to such Participant had no such transfer occurred. Each Lender agrees that the
participation agreement pursuant to which any Participant acquires its
participating interest (or any other document) may afford voting rights to such
Participant, or any right to instruct such Lender with respect to voting
hereunder, only with respect to matters requiring the consent of either all of
the Lenders hereunder or all of the Lenders holding the relevant Term Loans or
Revolving Credit Commitments subject to such participation.

         (c) Subject to paragraph (g) of this subsection 11.6, any Lender may,
in the ordinary course of its commercial banking, lending or other business and
in accordance with applicable law, (i) at any time and from time to time assign
all or any part of its rights and obligations under this Agreement and the Notes
to any Lender or any Affiliate thereof, provided that, in the event of a sale of
less than all of such rights and obligations, such assigning Lender after any
such sale to any other Lender or any Affiliate of such Lender shall retain
Commitments and/or Loans and/or L/C Participating Interests aggregating at least
$3,000,000 (or such lesser amount as the Administrative Agent may determine),
and, (ii) with the consent of the Company and the Administrative Agent (which in
each case shall not be unreasonably withheld or delayed) at any time and from
time to time assign to one or more additional banks, mutual funds or financial
institutions or entities (each, an "Assignee"), all or any part of its rights
and obligations under this Agreement and the Notes, pursuant to an Assignment
and Acceptance, executed by such Assignee, such transferor Lender (and, in the
case of an Assignee that is not then a Lender or an Affiliate thereof, by the
Company and the Administrative Agent), and delivered to the Administrative Agent
for its acceptance and recording in the Register (as defined below); provided
that, unless otherwise consented to by the Company and
<PAGE>   88
                                                                  EXECUTION COPY

the Administrative Agent, (A) each such sale pursuant to clause (ii) of this
subsection 11.6(c) shall be in a principal amount of $3,000,000 or more unless
the Assigning Lender is transferring all of its rights and obligations and (B)
in the event of a sale of less than all of such rights and obligations, such
Lender after any such sale shall retain Commitments and/or Loans and/or L/C
Participating Interests aggregating at least $3,000,000. Upon such execution,
delivery, acceptance and recording, from and after the effective date determined
pursuant to such Assignment and Acceptance, (x) the Assignee thereunder shall be
a party hereto and, to the extent provided in such Assignment and Acceptance,
have the rights and obligations of a Lender hereunder with a Commitment, if any,
as set forth therein, and (y) the assigning Lender thereunder shall, to the
extent of the interest transferred, as reflected in such Assignment and
Acceptance, be released from its obligations under this Agreement (and, in the
case of a Assignment and Acceptance covering all or the remaining portion of a
transferor Lender's rights and obligations under this Agreement, such transferor
Lender shall cease to be a party hereto, except that it shall remain entitled to
the benefit of all indemnities and other provisions stated to survive the
termination hereof).

         (d) The Administrative Agent, which for purposes of this subsection
11.6(d) only shall be deemed the agent of the Company, shall maintain at the
address of the Administrative Agent referred to in subsection 11.2 a copy of
each Assignment and Acceptance delivered to it and a register (the "Register")
for the recordation of the names and addresses of the Lenders and the
Commitments of, and principal amounts of the Loans owing to, each Lender from
time to time. The entries in the Register shall be conclusive, in the absence of
manifest error, and the Company, the Administrative Agent and the Lenders shall
treat each Person whose name is recorded in the Register as the owner of a Loan
or other obligation hereunder as the owner thereof for all purposes of this
Agreement and the other Credit Documents, notwithstanding any notice to the
contrary. Any assignment of any Loan or other obligation hereunder shall be
effective only upon appropriate entries with respect thereto being made in the
Register. The Register shall be available for inspection by the Company or any
Lender at any reasonable time and from time to time upon reasonable prior
notice.

         (e) Upon its receipt of an Assignment and Acceptance executed by an
assigning Lender and an Assignee (and, in the case of an Assignee that is not
then a Lender or an Affiliate thereof, by the Company and the Administrative
Agent), together with payment to the Administrative Agent of a registration and
processing fee of $2,500 if the Assignee is not a Lender prior to the execution
of such supplement and $1,000 otherwise, the Administrative Agent shall (i)
promptly accept such Assignment and Acceptance and (ii) on the effective date
determined pursuant thereto record the information contained therein in the
Register and give notice of such acceptance and recordation to the Lenders and
the Company. On or prior to such effective date, the Company at its own expense,
shall execute and deliver to the Administrative Agent (in exchange for any or
all of the Term Loan Notes, or Revolving Credit Notes of the assigning Lender,
if any) new Term Loan Notes, or Revolving Credit Notes, as the case may be, to
the order of such Assignee (if requested by such Assignee) in an amount equal to
the Revolving Credit Commitment or the Term Loans, as the case may be, assumed
by it pursuant to such Assignment and Acceptance and, if the assigning Lender
has retained a Commitment or any Term Loans hereunder, new Term Loan Notes, or
Revolving Credit Notes, as the case may be, to the order of the assigning Lender
in an amount equal to the Commitment or such Term Loans, as the case may be,
retained by it hereunder (if requested). Such new Notes shall be dated the
Closing Date and shall otherwise be in the form of the Notes replaced thereby.
<PAGE>   89
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         (f) The Lenders agree that they will use reasonable efforts to protect
the confidentiality of any confidential information concerning Holdings, the
Company and its Subsidiaries and Affiliates. Notwithstanding the foregoing, the
Company authorizes each Lender to disclose to any Participant or Assignee (each,
a "Transferee") and any prospective Transferee or to any Person who is required
to approve, structure or administer the Loans on behalf of a Lender any and all
information in such Lender's possession concerning Holdings, the Company and its
Subsidiaries which has been delivered to such Lender by or on behalf of Holdings
or the Company pursuant to this Agreement or which has been delivered to such
Lender by or on behalf of Holdings, or the Company in connection with such
Lender's credit evaluation of Holdings, the Company and its Subsidiaries and
Affiliates prior to becoming a party to this Agreement; provided that each
Lender shall cause its respective prospective Transferees and such other Persons
to agree in writing to protect the confidentiality of any confidential
information concerning Holdings, the Company and its Subsidiaries.

         (g) If, pursuant to this subsection 11.6, any interest in this
Agreement or any Note is transferred to any Transferee which is organized under
the laws of any jurisdiction other than the United States or any State thereof,
the transferor Lender shall cause such Transferee, concurrently with the
effectiveness of such transfer either (1) in the case of a Transferee that is a
"bank" within the meaning of Section 881(c)(3)(A) of the Code, (i) to represent
to the transferor Lender (for the benefit of the transferor Lender, the
Administrative Agent and the Company) that under applicable law and treaties no
taxes will be required to be withheld by the Administrative Agent, the Company
or the transferor Lender with respect to any payments to be made to such
Transferee in respect of the Loans or L/C Participating Interests, (ii) to
furnish to the transferor Lender (and, in the case of any Transferee registered
in the Register, the Administrative Agent and the Company) either U.S. Internal
Revenue Service Form 4224 or U.S. Internal Revenue Service Form 1001 (wherein
such Transferee claims entitlement to complete exemption from U.S. federal
withholding tax on all interest payments hereunder) and (iii) to agree (for the
benefit of the transferor Lender, the Administrative Agent and the Company) to
provide the transferor Lender (and, in the case of any Transferee registered in
the Register, the Administrative Agent and the Company) a new Form 4224 or Form
1001 upon the expiration or obsolescence of any previously delivered form and
comparable statements in accordance with applicable U.S. laws and regulations
and amendments duly executed and completed by such Transferee, and to comply
from time to time with all applicable U.S. laws and regulations with regard to
such withholding tax exemption or (2) in the case of any Transferee that is not
a "bank" within the meaning of Section 881(c)(3)(A) of the Code, (i) to
represent to the transferor Lender (for the benefit of the transferor Lender,
the Administrative Agent and the Company) that it is not a "bank" within the
meaning of Section 881(c)(3)(A) of the Code, (ii) to furnish to the transferor
Lender (and, in the case of any Transferee registered in the Register, to the
Company), with a copy to the Administrative Agent, (A) a Subsection 4.11(d)(2)
Certificate and (B) two (2) accurate and complete original signed copies of
Internal Revenue Service form W-8, certifying to such Transferee's legal
entitlement on the date of the effectiveness of such transfer to an exemption
from U.S. withholding tax under the provisions of Section 881(c) of the Code
with respect to all payments to be made under this Agreement, and (iii) to agree
(for the benefit of the transferor Lender, the Administrative Agent and the
Company), to the extent legally entitled to do so, upon reasonable request by
the transferor Lender (or, in the case of any Transferee registered in the
Register, the Administrative Agent or the Company), to provide to the transferor
Lender, the Administrative Agent and the Company such other forms as may be
required in order to establish the legal entitlement of such Transferee to an
exemption from withholding tax with respect to payments under this Agreement.
<PAGE>   90
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         (h) For avoidance of doubt, the parties to this Agreement acknowledge
that the provisions of this subsection concerning assignments of Loans and Notes
relate only to absolute assignments and that such provisions do not prohibit
assignments creating security interests, including, without limitation, any
pledge or assignment by a Lender of any Loan or Note to any Federal Reserve Bank
in accordance with applicable law.

         11.7 Adjustments; Setoff. (a) If any Lender (a "benefitted Lender")
shall at any time receive any payment of all or part of any of its Loans or L/C
Participating Interests, as the case may be, or interest thereon, or receive any
collateral in respect thereof (whether voluntarily or involuntarily, by set-off,
pursuant to events or proceedings of the nature referred to in clause (f) of
Section 9, or otherwise) in a greater proportion than any such payment to and
collateral received by any other Lender, if any, in respect of such other
Lender's Loans or L/C Participating Interests, as the case may be, or interest
thereon, such benefitted Lender shall purchase for cash from the other Lenders
such portion of each such other Lender's Loans or L/C Participating Interests,
as the case may be, or shall provide such other Lenders with the benefits of any
such collateral, or the proceeds thereof, as shall be necessary to cause such
benefitted Lender to share the excess payment or benefits of such collateral or
proceeds ratably with each of the Lenders; provided, however, that if all or any
portion of such excess payment or benefits is thereafter recovered from such
benefitted Lender, such purchase shall be rescinded, and the purchase price and
benefits returned, to the extent of such recovery, but without interest. The
Company agrees that each Lender so purchasing a portion of another Lender's
Loans and/or L/C Participating Interests may exercise all rights of payment
(including, without limitation, rights of set-off) with respect to such portion
as fully as if such Lender were the direct holder of such portion. The
Administrative Agent shall promptly give the Company notice of any set-off,
provided that the failure to give such notice shall not affect the validity of
such set-off.

         (b) In addition to any rights and remedies of the Lenders provided by
law, each Lender shall have the right, without prior notice to the Company, any
such notice being expressly waived by the Company to the extent permitted by
applicable law, upon the filing of a petition under any of the provisions of the
federal bankruptcy code or amendments thereto, by or against; the making of an
assignment for the benefit of creditors by; the application for the appointment,
or the appointment, of any receiver of, or of any substantial portion of the
property of; the issuance of any execution against any substantial portion of
the property of; the issuance of a subpoena or order, in supplementary
proceedings, against or with respect to any substantial portion of the property
of; or the issuance of a warrant of attachment against any substantial portion
of the property of; the Company to set-off and apply against any indebtedness,
whether matured or unmatured, of the Company to such Lender, any amount owing
from such Lender to the Company, at or at any time after, the happening of any
of the above mentioned events, and as security for such indebtedness, the
Company hereby grants to each Lender a continuing security interest in any and
all deposits, accounts or moneys of the Company then or thereafter maintained
with such Lender, subject in each case to subsection 11.7(a) of this Agreement.
The aforesaid right of set-off may be exercised by such Lender against the
Company or against any trustee in bankruptcy, debtor in possession, assignee for
the benefit of creditors, receiver or execution, judgment or attachment creditor
of the Company, or against anyone else claiming through or against the Company
or such trustee in bankruptcy, debtor in possession, assignee for the benefit of
creditors, receiver, or execution, judgment or attachment creditor,
notwithstanding the fact that such right of set-off shall not have been
exercised by such Lender prior to the making, filing or issuance, or service
upon such Lender of, or of notice of, any such petition; assignment for the
benefit of creditors; appointment or
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application for the appointment of a receiver; or issuance of execution,
subpoena, order or warrant. Each Lender agrees promptly to notify the Company
and the Administrative Agent after any such set-off and application made by such
Lender, provided that the failure to give such notice shall not affect the
validity of such set-off and application.

         11.8 Counterparts. This Agreement may be executed by one or more of the
parties to this Agreement on any number of separate counterparts and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument. A set of the copies of this Agreement signed by all the parties
shall be lodged with the Company and the Administrative Agent. This Agreement
shall become effective with respect to the Company, the Administrative Agent and
the Lenders when the Administrative Agent shall have received copies of this
Agreement executed by the Company and the Lenders, or, in the case of any
Lender, shall have received telephonic confirmation from such Lender stating
that such Lender has executed counterparts of this Agreement or the signature
pages hereto and sent the same to the Administrative Agent.

         11.9 Governing Law; No Third Party Rights. This Agreement and the Notes
and the rights and obligations of the parties under this Agreement and the Notes
shall be governed by, and construed and interpreted in accordance with, the law
of the State of New York. This Agreement is solely for the benefit of the
parties hereto and their respective successors and assigns, and, except as set
forth in subsection 11.6, no other Persons shall have any right, benefit,
priority or interest under, or because of the existence of, this Agreement.

         11.10 Submission to Jurisdiction; Waivers. (a) Each party to this
Agreement hereby irrevocably and unconditionally:

                  (i) submits for itself and its property in any legal action or
         proceeding relating to this Agreement or any of the other Credit
         Documents, or for recognition and enforcement of any judgment in
         respect thereof, to the non-exclusive general jurisdiction of the
         courts of the State of New York, the courts of the United States of
         America for the Southern District of New York, and appellate courts
         from any thereof;

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

                  (iii) agrees that service of process in any such action or
         proceeding may be effected by mailing a copy thereof by registered or
         certified mail (or any substantially similar form of mail), postage
         prepaid, to such party at its address set forth in subsection 11.2 or
         at such other address of which the Administrative Agent shall have been
         notified pursuant thereto; and

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

         (b) Each party hereto unconditionally waives trial by jury in any legal
action or proceeding referred to in paragraph (a) above and any counterclaim
therein.
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         11.11  Releases. The Administrative Agent and the Lenders agree to
cooperate with the Company and its Subsidiaries with respect to any sale or
other disposition permitted by subsection 8.5 and promptly take such action and
execute and deliver such instruments and documents necessary to release the
liens and security interests created by the Security Documents relating to any
of the assets or property affected by any such sale permitted by subsection 8.5
including, without limitation, any Uniform Commercial Code amendment, release or
termination or partial release or termination statements.

         11.12  Interest. Each provision in this Agreement and each other Credit
Document is expressly limited so that in no event whatsoever shall the amount
paid, or otherwise agreed to be paid, by the Company for the use, forbearance or
detention of the money to be loaned under this Agreement or any other Credit
Document or otherwise (including any sums paid as required by any covenant or
obligation contained herein or in any other Credit Document which is for the
use, forbearance or detention of such money), exceed that amount of money which
would cause the effective rate of interest to exceed the highest lawful rate
permitted by applicable law (the "Highest Lawful Rate"), and all amounts owed
under this Agreement and each other Credit Document shall be held to be subject
to reduction to the effect that such amounts so paid or agreed to be paid which
are for the use, forbearance or detention of money under this Agreement or such
Credit Document shall in no event exceed that amount of money which would cause
the effective rate of interest to exceed the Highest Lawful Rate.
Notwithstanding any provision in this Agreement or any other Credit Document to
the contrary, if the maturity of the Loans or the obligations in respect of the
other Credit Documents are accelerated for any reason, or in the event of any
prepayment of all or any portion of the Loans or the obligations in respect of
the other Credit Documents by the Company or in any other event, earned interest
on the Loans and such other obligations of the Company may never exceed the
Highest Lawful Rate, and any unearned interest otherwise payable on the Loans or
the obligations in respect of the other Credit Documents that is in excess of
the Highest Lawful Rate shall be canceled automatically as of the date of such
acceleration or prepayment or other such event and (if theretofore paid) shall,
at the option of the holder of the Loans or such other obligations, be either
refunded to the Company or credited on the principal of the Loans. In
determining whether or not the interest paid or payable, under any specific
contingency, exceeds the Highest Lawful Rate, the Company and the Lenders shall,
to the maximum extent permitted by applicable law, amortize, prorate, allocate
and spread, in equal parts during the period of the actual term of this
Agreement, all interest at any time contracted for, charged, received or
reserved in connection with this Agreement.

         11.13  Special Indemnification. Notwithstanding any provision in this
Agreement to the contrary, (A) each Lender, or Transferee of any Lender pursuant
to subsection 11.6(g) of this Agreement, shall indemnify the Company and the
Agents, and hold each of them harmless against any and all payments, expenses or
taxes which the Company or the Agents may become subject to or obligated to pay
if and to the extent that, (i) on the Closing Date or the effective date of
transfer, as the case may be, such Lender, or such Transferee of a Lender
pursuant to subsection 11.6(g) of this Agreement, (a) makes the representation
and covenants set forth in subsection 4.11(d)(2) of this Agreement, or, in the
case of a Transferee, pursuant to subsection 11.6(g)(2) of this Agreement and
the Assignment and Acceptance and (b) is not in fact also qualified to make the
representation and covenants set forth in subsection 4.11(d)(1) of this
Agreement or, in the case of a Transferee, pursuant to subsection 11.6(g)(1) of
this Agreement and the Assignment and Acceptance and (ii) as a result of any
Change in Law or compliance by such Lender, or Transferee, with any request or
directive (whether or not having the force of law) from any central bank or
other Governmental Authority the Company or the Agents are required to make any
additional payments on account of
<PAGE>   93
                                                                  EXECUTION COPY

U.S. withholding taxes and amounts related thereto with respect to any payments
under this Agreement, any Note, or a Eurodollar Loan, made prior to such Change
in Law or request or directive, none of which payments would have been required
if such Lender, or Transferee, was qualified on the Closing Date or the date of
the transfer, as the case may be, to make the representation and covenants set
forth in subsection 4.11(d)(1) of this Agreement or pursuant to subsection
11.6(g)(1) of this Agreement and the Assignment and Acceptance, as the case may
be, and (B) each Lender, or Transferee, agrees that to the extent any amount
payable by such Lender or Transferee pursuant to this subsection 11.13 remains
unpaid on any Interest Payment Date or the date on which any prepayment is made,
the Company shall have the right to set-off against any payment due to such
Lender or Transferee on such date any amounts owing to the Company pursuant to
this subsection 11.13.

         11.14 Permitted Payments and Transactions. Notwithstanding any
provision to the contrary contained in this Agreement, the Company and its
Subsidiaries shall be permitted to pay fees and expenses pursuant to or in
respect of, the following agreements, and, in the case of clauses (a) and (d)
below, to engage in the following transactions: (a) (i) the Real Estate
Financing Agreement, (ii) the Asset Purchase Agreement between the Company and
Big Wheel, dated as of May 17, 1999, and (iii) the Stock Purchase Agreement; (b)
agreements with any Person or Persons providing for the payment of customary
fees in connection with serving as a director of the Company or any Subsidiary
of the Company; (c) agreements providing for the payment of commercially
reasonable fees in connection with any permitted financing, refinancing, sale,
transfer, sale and leaseback or other permitted disposition of any stock or
assets of the Company or its Subsidiaries; (d) the borrowing of any Indebtedness
to the extent, and upon the terms and conditions, the same is expressly
permitted under subsection 8.1; and (e) agreements providing for commercially
reasonable fees in connection with any permitted purchase or acquisition of
assets by the Company or any of its Subsidiaries.
<PAGE>   94
                  IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and delivered in New York, New York by their
proper and duly authorized officers as of the day and year first above written.


                                       CSK AUTO, INC.


                                       By: /s/ Don W. Watson
                                          --------------------------------------
                                               Don W. Watson
                                       Title:  Chief Financial Officer
                                                & Treasurer



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


                                       By: /s/ Neil R. Boylan
                                          --------------------------------------
                                               Neil R. Boylan
                                       Title:  Managing Director
<PAGE>   95
                                       LEHMAN COMMERCIAL PAPER, INC.
                                          as Documentation Agent




                                       By: /s/ Michele Swanson
                                          --------------------------------------
                                               Michele Swanson
                                       Title:  Authorized Signatory
<PAGE>   96
                                       DLJ CAPITAL FUNDING, INCORPORATED
                                       as Syndication Agent and a Lender


                                       By: /s/ [illegible]
                                          --------------------------------------
                                       Title:
<PAGE>   97
                                       LEHMAN SYNDICATED LOANS, INC.


                                       By: /s/ James Boland
                                          --------------------------------------
                                               James Boland
                                       Title:  Vice President
<PAGE>   98
                                       WELLS FARGO BANK, N.A.


                                       By: /s/ Michael Real
                                          --------------------------------------
                                       Title:  Michael Real
                                               Assistant Vice President
<PAGE>   99
                                       FIRST UNION NATIONAL BANK


                                       By: /s/ Robert A. [illegible]
                                          --------------------------------------
                                       Title: Vice President
<PAGE>   100
                                       FIRSTSTAR BANK, N.A.


                                       By: /s/ Mark A. Whitson
                                          --------------------------------------
                                       Title:  Mark A. Whitson
                                               Vice President

<PAGE>   101
                                       BANKBOSTON, N.A.


                                       By: /s/ Marie C. Duprey
                                          --------------------------------------
                                       Title: Marie C. Duprey
                                              Vice President
<PAGE>   102
                                       IKB DEUTSCHE INDUSTRIEBANK AG,
                                       LUXEMBOURG BRANCH


                                       By: /s/ Maria Sissinger
                                          --------------------------------------
                                       Title:  Maria Sissinger
                                               Vice President


                                       By: /s/ Manfred Ziwey
                                          --------------------------------------
                                       Title:  Manfred Ziwey
                                               Director
<PAGE>   103
                             NATIONAL BANK OF CANADA


                             By: /s/ David W. Shaw
                                --------------------------------------
                             Title: David W. Shaw, Vice President


                             By: /s/ David L. Mortensen
                                --------------------------------------
                             Title: David L. Mortensen, Assistant Vice President
<PAGE>   104
                                       BANK POLSKA KASA OPIEKI S.A.
                                       GROUP PEKAO S.A.


                                       By: /s/ [illegible]
                                          --------------------------------------
                                           Title: Vice President
<PAGE>   105
                                       PILGRIM PRIME RATE TRUST

                                       By: Pilgrim Investments, Inc.,
                                           as its investment manager


                                       By: /s/ Robert L. Wilson
                                          --------------------------------------
                                          Title: Robert L. Wilson
                                                 Vice President

<PAGE>   106
                                       SEQUILS I, LTD

                                       by:  TCW ADVISORS, INC.
                                            AS ITS COLLATERAL MANAGER


                                       By: /s/ Mark L. Gold
                                          --------------------------------------
                                           Title: Mark L. Gold
                                                  Managing Director


                                       By: /s/ Richard F.  [illegible]
                                          --------------------------------------
                                          Title: Richard F. [illegible]
                                                 Vice President
<PAGE>   107
                                       CRESCENT/MACH I PARTNERS, L.P.
                                       by: TCW Asset Management Company
                                           Its Investment Manager

                                       By: /s/  [illegible]
                                          --------------------------------------
                                          Title:  [illegible]
                                                  Vice President
<PAGE>   108
                                       KZH CRESCENT LLC


                                       By: /s/ Peter Chin
                                          --------------------------------------
                                          Title: Peter Chin
                                                 Authorized Agent

<PAGE>   109
                                       KZH CRESCENT-2 LLC


                                       By: /s/ Peter Chin
                                          --------------------------------------
                                          Title: Peter Chin
                                                 Authorized Agent

<PAGE>   110
                                       KZH CRESCENT-3 LLC


                                       By: /s/ Peter Chin
                                          --------------------------------------
                                          Title: Peter Chin
                                                 Authorized Agent

<PAGE>   111
                                       ALLIANCE INVESTMENTS LIMITED


                                       By: /s/  [illegible]
                                          --------------------------------------
                                          Title: Authorized Signatory
<PAGE>   112
                                       TRANSAMERICA BUSINESS CREDIT CORP.


                                       By: /s/  [illegible]
                                          --------------------------------------
                                          Title: Senior Vice President

<PAGE>   113
                                       MERRILL LYNCH PRIME RATE PORTFOLIO

                                       By:  MERRILL LYNCH ASSET MANAGEMENT, L.P.
                                             AS INVESTMENT ADVISOR

                                       By: /s/ Gilles Marchand, CFA
                                          --------------------------------------
                                          Title: Authorized Signatory

<PAGE>   114
                                       MERRILL LYNCH SENIOR
                                       FLOATING RATE FUND, INC.


                                       By: /s/ Gilles Marchand, CFA
                                          --------------------------------------
                                          Title: Authorized Signatory

<PAGE>   115
                                       FLEET BANK, NATIONAL ASSOCIATION


                                       By: /s/ Pauline So
                                          --------------------------------------
                                          Title: Assistant Vice President

<PAGE>   116
                                       MORGAN STANLEY DEAN WITTER
                                       PRIME INCOME TRUST


                                       By: /s/ Peter Gewirtz
                                          --------------------------------------
                                          Title: Authorized Signatory

<PAGE>   117
                                       VAN KAMPEN CLO II, LIMITED
                                       BY: VAN KAMPEN MANAGEMENT INC.,
                                            as Collateral Manager


                                       By: /s/  [illegible]
                                          --------------------------------------
                                          Title:
<PAGE>   118
                                       VAN KAMPEN CLO I, LIMITED
                                       BY: VAN KAMPEN MANAGEMENT INC.,
                                            as Collateral Manager

                                       By: /s/  [illegible]
                                          --------------------------------------
                                       Title:
<PAGE>   119
                                       SENIOR DEBT PORTFOLIO
                                       BY:  BOSTON MANAGEMENT AND RESEARCH,
                                             as Investment Advisor

                                       By: /s/ Payson F. Swaffield
                                          --------------------------------------
                                       Title:  Payson F. Swaffield
                                               Vice President
<PAGE>   120
                                       INDOSUEZ CAPITAL FUNDING IV, LP
                                       By:  INDOSUEZ CAPITAL,
                                             as Portfolio Advisor


                                       By:  /s/ [Illegible]
                                          --------------------------------------
                                       Title: Vice President
<PAGE>   121
                                       ML CLO XII PILGRIM AMERICA (CAYMAN) LTD.
                                       By: Pilgrim Investments, Inc.,
                                           as its investment manager

                                       By:  /s/ Robert L. Wilson
                                          --------------------------------------
                                       Title:  Robert L. Wilson
                                               Vice President



<PAGE>   122
                                       SEQUILS-PILGRIM I LTD.
                                       By: Pilgrim Investments, Inc.,
                                           as its investment manager

                                       By:   /s/ Robert L. Wilson
                                          --------------------------------------
                                       Title: Robert L. Wilson
                                              Vice President


<PAGE>   123
                                       STANFIELD CLO, LTD.
                                       By: STANFIELD CAPITAL PARTNERS LLC,
                                            as its Collateral Manager


                                       By:   /s/ Christopher E. Jansen
                                          --------------------------------------
                                       Title:  Christopher E. Jansen
                                               Managing Partner
<PAGE>   124
                                       STRATA FUNDING, LTD.


                                       By: /s/ David Dyer
                                          --------------------------------------
                                       Title:  David Dyer
                                               Director
<PAGE>   125
                                       GENERAL MOTORS WELFARE BENEFITS TRUST
                                       BY:  STATE STREET BANK AND TRUST COMPANY
                                            AS TRUSTEE FOR GENERAL MOTORS
                                            WELFARE BENEFITS TRUST

                                       By: /s/ Diane McGillicuddy
                                          --------------------------------------
                                       Title: Assistant Vice President
<PAGE>   126
                                       GENERAL MOTORS EMPLOYEES GLOBAL
                                       GROUP PENSION TRUST
                                       BY:  STATE STREET BANK AND TRUST COMPANY
                                            AS TRUSTEE FOR GENERAL MOTORS
                                            EMPLOYEES GLOBAL GROUP PENSION TRUST

                                       By: /s/ Diane McGillicuddy
                                          --------------------------------------
                                       Title: Assistant Vice President
<PAGE>   127
                                       ERSTE BANK


                                       By: /s/ John Fay
                                          --------------------------------------
                                       Title: John Fay
                                              Assistant Vice President
                                              Erste Bank New York Branch



                                       By: /s/ John S. Runnion
                                          --------------------------------------
                                        Title: John S. Runnion
                                               First Vice President
<PAGE>   128
                                       MITSUBISHI TRUST & BANKING CORPORATION


                                       By: /s/ Toshihiro Hayashi
                                          --------------------------------------
                                       Title: Toshihiro Hayashi
                                              Senior Vice President
<PAGE>   129
                                       GENERAL ELECTRIC CAPITAL CORPORATION


                                       By: /s/ Robert M. Kadlick
                                          --------------------------------------
                                       Title: Robert M. Kadlick
                                              Duly Authorized Signatory
<PAGE>   130
                                       BANK ONE, NA
                                       (MAIN OFFICE CHICAGO)


                                       By: /s/ Debora K. Oberling
                                          --------------------------------------
                                       Title: Vice President
<PAGE>   131
                                       THE INDUSTRIAL BANK OF JAPAN LIMITED


                                       By: /s/ V. Timiraos
                                          --------------------------------------
                                       Title: Vicente L. Timiraos
                                              SVP & SDGM
<PAGE>   132
                                       THE SUMITOMO TRUST & BANKING CO., LTD.,
                                       NEW YORK BRANCH


                                       By: /s/ Suraj P. Shatia
                                          --------------------------------------
                                       Title: Senior Vice President
                                              Suraj P. Shatia
<PAGE>   133
                                       HIGHLAND LEGACY LIMITED
                                       By:  HIGHLAND CAPITAL MANAGEMENT, L.P.,
                                              as Collateral Manager


                                       By: /s/ Mark K. Okada
                                          --------------------------------------
                                       Title: Mark K. Okada CFA
                                              Executive Vice President
                                              Highland Capital Management L.P.
<PAGE>   134
                                       LONGLANE MASTER TRUST IV
                                       By:  BANKBOSTON, N.A.,
                                              as Trust Administrator


                                       By: /s/ Renee A. Ross
                                          --------------------------------------
                                       Title: Renee A. Ross
                                              Managing Director
                                              Credit Derivatives
<PAGE>   135
                                       SYNDICATED LOAN FUNDING TRUST
                                       BY:  LEHMAN COMMERCIAL PAPER INC.,
                                       NOT IN ITS INDIVIDUAL CAPACITY BUT SOLELY
                                       AS ASSET MANAGER


                                       By:    /s/ Michele Swanson
                                          --------------------------------------
                                                  Michele Swanson
                                       Title:     Authorized Signatory