CREDIT AGREEMENT

                                   among

                      DOMINICK'S SUPERMARKETS, INC.,

                       DOMINICK'S FINER FOODS, INC.,

                              VARIOUS BANKS,
                          BANKERS TRUST COMPANY,

                         as ADMINISTRATIVE AGENT,
                         THE CHASE MANHATTAN BANK,

                           as SYNDICATION AGENT,

                                    and

                           BANKERS TRUST COMPANY

                                    and

                          CHASE SECURITIES INC.,

                              as CO-ARRANGERS

                    __________________________________


                       Dated as of October 28, 1997
                    __________________________________

<PAGE>
                             TABLE OF CONTENTS

                                                           Page


   SECTION 1.  Amount and Terms of Credit                    1
   1.01  The Commitments                                     1
   1.02  Minimum Amount of Each Borrowing                    3
   1.03  Notice of Borrowing                                 3
   1.04  Disbursement of Funds                               5
   1.05  Notes                                               5
   1.06  Conversions                                         6
   1.07  Pro Rata Borrowings                                 7
   1.08  Interest                                            7
   1.09  Interest Periods                                    8
   1.10  Increased Costs, Illegality, etc.                   9
   1.11  Compensation                                       11
   1.12  Change of Lending Office                           12
   1.13  Replacement of Banks                               12

   SECTION 2.  Letters of Credit                            13
   2.01  Letters of Credit                                  13
   2.02  Maximum Letter of Credit Outstandings; Final       14
         Maturities
   2.03  Letter of Credit Requests; Minimum Stated Amount   15
   2.04  Letter of Credit Participations                    15
   2.05  Agreement to Repay Letter of Credit Drawings       18
   2.06  Increased Costs                                    19

   SECTION 3.  Commitment Commission; Fees; Reductions of   20
         Commitment
   3.01  Fees                                               20
   3.02  Voluntary Termination of Unutilized Commitments    21
   3.03  Mandatory Reduction of Commitments                 21

   SECTION 4.  Prepayments; Payments; Taxes                 23
   4.01  Voluntary Prepayments                              23
   4.02  Mandatory Repayments                               24
   4.03  Method and Place of Payment                        25
   4.04  Net Payments                                       26
<PAGE>
   SECTION 5.  Conditions Precedent to the Effective Date   28
   5.01  Execution of Agreement; Notes                      28
   5.02  Officers' Certificate                              28
   5.03  Opinions of Counsel                                28
   5.04  Corporate Documents; Proceedings; etc.             28
   5.05  Shareholders' Agreements; Management Agreements;   29
         Tax Sharing Agreements
   5.06  Senior Subordinated Note Tender Offer; Senior      29
         Subordinated Note Consents; Senior Subordinated
         Note Indenture Supplement
   5.07  Bank Refinancing                                   30
   5.08  Synthetic Lease Amendment                          30
   5.09  Adverse Change, etc.                               31
   5.10  Litigation                                         31
   5.11  Pledge Agreements                                  31
   5.12  Security Agreement                                 32
   5.13  Trademark Security Agreement                       33
   5.14  Collateral Account Agreement                       33
   5.15  Subsidiaries Guaranty                              33
   5.16  Mortgages; Title Insurance; etc                    33
   5.17  SL Credit Documents                                35
   5.18  Intercreditor Agreement                            35
   5.19  Financial Statements; Pro Forma Balance Sheet;     35
         Projections
   5.20  Solvency Certificate; Insurance Certificates       35
   5.21  Fees, etc.                                         35

   SECTION 6.  Conditions Precedent to All Credit Events    35
   6.01  Effective Date                                     36
   6.02  No Default; Representations and Warranties         36
   6.03  Notice of Borrowing; Letter of Credit Request      36

   SECTION 7.  Representations, Warranties and Agreements   36
   7.01  Corporate Status                                   37
   7.02  Corporate and Other Power and Authority            37
   7.03  No Violation                                       37
   7.04  Approvals                                          38
   7.05  Financial Statements; Financial Condition;         38
         Undisclosed Liabilities; Projections; etc.
   7.06  Litigation                                         40
   7.07  True and Complete Disclosure                       40
   7.08  Use of Proceeds; Margin Regulations                40
   7.09  Tax Returns and Payments                           40
   7.10  Compliance with ERISA                              41
   7.11  The Security Documents                             42
   7.12  Properties                                         43
   7.13  Representations and Warranties in the Documents    43
   7.14  Patents, Licenses, Franchises and Formulas         43
   7.15  Subsidiaries                                       44
   7.16  Compliance with Statutes, etc.                     44
   7.17  Investment Company Act                             44
   7.18  Public Utility Holding Company Act                 44
   7.19  Environmental Matters                              44
   7.20  Labor Relations                                    45
   7.21  Indebtedness                                       45
<PAGE>
   SECTION 8.  Affirmative Covenants                        46
   8.01  Information Covenants                              46
   (a)  Quarterly Financial Statements                      46
   (b)  Annual Financial Statements                         47
   (c)  Management Letters                                  48
   (d)  Budgets.                                            48
   (e)  Officer's Certificates                              48
   (f)  Notice of Default or Litigation                     48
   (g)  Other Reports and Filings                           49
   (h)  Environmental Matters                               49
   (i)  Annual Meetings with Banks                          50
   (j)  SL Documents                                        50
   (k)  Board of Directors                                  50
   (l)  Other Information                                   50
   8.02  Books, Records and Inspections                     50
   8.03  Maintenance of Property; Insurance                 51
   8.04  Corporate Franchises                               51
   8.05  Compliance with Statutes, etc.                     51
   8.06  Compliance with Environmental Laws                 52
   8.07  ERISA                                              53
   8.08  End of Fiscal Years; Fiscal Quarters               54
   8.09  Performance of Obligations                         54
   8.10  Payment of Taxes                                   54
   8.11  Margin Stock                                       54
   8.12  Execution of Subsidiaries Guaranty and Security    55
         Documents by Future Subsidiaries
   8.13  Additional Real Property                           56
   8.14  Designation of Replacement Properties              58
   8.15  Release of Collateral                              59
   8.16  Further Assurances                                 60
   8.17  Maintenance of Corporate Separateness              60

   SECTION 9.  Negative Covenants                           61
   9.01  Liens                                              61
   9.02  Consolidation, Merger, Purchase or Sale of         65
         Assets, etc.
   9.03  Dividends                                          67
   9.04  Indebtedness                                       69
   9.05  Advances, Investments and Loans                    72
   9.06  Transactions with Affiliates                       74
   9.07  Capital Expenditures                               75
   9.08  Minimum Fixed Charge Coverage Ratio                77
   9.09  Maximum Leverage Ratio                             78
   9.10  Minimum Consolidated Net Worth                     79
   9.11  Limitation on Voluntary Payments and               80
         Modifications of Certain Indebtedness; Limitation
         on Modifications of Certificate of Incorporation,
         By-Laws and Certain Other Agreements.
   9.12  Limitation on Certain Restrictions on Sub-         81
         sidiaries
   9.13  Limitation on Issuance of Capital Stock            82
   9.14  Business                                           82
<PAGE>
   SECTION 10.  Events of Default                           83
   10.01  Payments                                          83
   10.02  Representations, etc.                             83
   10.03  Covenants                                         83
   10.04  Default Under Other Agreements                    83
   10.05  Bankruptcy, etc.                                  84
   10.06  ERISA                                             84
   10.07  Security Documents.                               85
   10.08  Guaranty                                          85
   10.09  Judgments                                         85
   10.10  Default Under or Relating To SL Documents or SL   86
          Lessor Guaranty
   10.11  Change of Control                                 86

   SECTION 11.  Definitions and Accounting Terms            87
   11.01  Defined Terms                                     87

   SECTION 12.  The Agents                                 118
   12.01  Appointment                                      118
   12.02  Nature of Duties                                 119
   12.03  Lack of Reliance on the Agents                   119
   12.04  Certain Rights of the Agents                     119
   12.05  Reliance                                         120
   12.06  Indemnification                                  120
   12.07  The Agents in Their Individual Capacities        120
   12.08  Holders                                          121
   12.09  Resignation by the Agents                        121

   SECTION 13.  Miscellaneous                              122
   13.01  Payment of Expenses, etc.                        122
   13.02  Right of Setoff                                  123
   13.03  Notices                                          123
   13.04  Benefit of Agreement; Assignments; Participa-    124
          tions
   13.05  No Waiver; Remedies Cumulative                   126
   13.06  Payments Pro Rata                                126
   13.07  Calculations; Computations; Accounting Terms     127
   13.08  GOVERNING LAW; SUBMISSION TO JURISDICTION;       127
          VENUE; WAIVER OF JURY TRIAL
   13.09  Counterparts                                     128
   13.10  Effectiveness                                    129
   13.11  Headings Descriptive                             129
   13.12  Amendment or Waiver; etc.                        129
   13.13  Survival                                         131
   13.14  Domicile of Loans                                131
   13.15  Register                                         131
   13.16  Confidentiality                                  132
   13.17  Limitation on Additional Amounts, Etc.           132

   SECTION 14.  Holdings Guaranty                          133
   14.01  Guaranty                                         133
   14.02  Bankruptcy                                       133
   14.03  Nature of Liability                              134
   14.04  Independent Obligation                           134
   14.05  Authorization                                    134
   14.06  Reliance                                         135
   14.07  Subordination                                    135
   14.08  Waiver                                           136
   14.09  Nature of Liability                              137
<PAGE>
   SCHEDULE I  Commitments
   SCHEDULE II Bank Addresses
   SCHEDULE IIIReal Property
   SCHEDULE IV Subsidiaries
   SCHEDULE V  Existing Indebtedness
   SCHEDULE VI Existing Liens
   SCHEDULE VIIProjections
   SCHEDULE VIII    Existing Investments
   SCHEDULE IX Existing Letters of Credit
   SCHEDULE X  Litigation
   SCHEDULE XI Properties to be Sold


   EXHIBIT A   Notice of Borrowing
   EXHIBIT B-1 Revolving Note
   EXHIBIT B-2 Swingline Note
   EXHIBIT C   Letter of Credit Request
   EXHIBIT D   Section 4.04(b)(ii) Certificate
   EXHIBIT E-1 Opinion of Latham & Watkins,
                 Special Counsel to the Credit Parties
   EXHIBIT E-2 Opinion of the Corporate Counsel of
                 the Borrower
   EXHIBIT F   Officers' Certificate
   EXHIBIT G-1 Holdings Pledge Agreement
   EXHIBIT G-2 Borrower Pledge Agreement
   EXHIBIT G-3 Subsidiary Pledge Agreement
   EXHIBIT H-1 Holdings Security Agreement
   EXHIBIT H-2 Borrower Security Agreement
   EXHIBIT H-3 Subsidiary Security Agreement
   EXHIBIT I-1 Borrower Trademark Security Agreement
   EXHIBIT I-2 Subsidiary Trademark Security Agreement
   EXHIBIT J   Collateral Account Agreement
   EXHIBIT K   Subsidiaries Guaranty




   EXHIBIT L   SL Lessor Guaranty
   EXHIBIT M   Intercreditor Agreement
   EXHIBIT N   Solvency Certificate
   EXHIBIT O   Assignment and Assumption Agreement
   EXHIBIT P   Intercompany Note

<PAGE>
             CREDIT AGREEMENT,  dated  as  of October  28,  1997,  among
   DOMINICK'S SUPERMARKETS, INC.,  a Delaware corporation  ("Holdings"),
   DOMINICK'S  FINER   FOODS,   INC.,  a   Delaware   corporation   (the
   "Borrower"), the  Banks party  hereto from  time to  time, THE  CHASE
   MANHATTAN BANK,  as  Syndication  Agent, BANKERS  TRUST  COMPANY,  as
   Administrative Agent, and BANKERS TRUST COMPANY and CHASE  SECURITIES
   INC., as Co-Arrangers (all capitalized terms used herein and  defined
   in Section 11 are used herein as therein defined).


                           W I T N E S S E T H :


             WHEREAS, subject to and upon  the terms and conditions  set
   forth herein, the Banks are willing to make available to the Borrower
   the respective credit facilities provided for herein;


             NOW, THEREFORE, IT IS AGREED:


             SECTION 1.  Amount and Terms of Credit.

             1.01  The Commitments.  (a)  Subject to and upon the  terms
   and conditions set forth herein, each Bank severally agrees to  make,
   at any time and from time to time on and after the Effective Date and
   prior to the Final Maturity Date, a revolving loan or revolving loans
   (each a "Revolving Loan" and, collectively, the "Revolving Loans") to
   the Borrower, which Revolving Loans (i)  shall, at the option of  the
   Borrower, be incurred and maintained as, and/or converted into,  Base
   Rate Loans or  Eurodollar Loans, provided  that, except as  otherwise
   specifically  provided  in  Section  1.10(b),  all  Revolving   Loans
   comprising the same Borrowing shall at all times be of the same Type,
   (ii) may be repaid and reborrowed  in accordance with the  provisions
   hereof, (iii) shall not exceed for  any Bank at any time  outstanding
   that aggregate principal amount which, when  added to the product  of
   (x) such Bank's RL  Percentage and (y) the  sum of (I) the  aggregate
   amount of  all Letter  of Credit  Outstandings (exclusive  of  Unpaid
   Drawings which are  repaid with the  proceeds of, and  simultaneously
   with the incurrence of, the respective incurrence of Revolving Loans)
   at such time and (II) the aggregate principal amount of all Swingline
   Loans (exclusive of Swingline  Loans which are  repaid with the  pro-
   ceeds of, and simultaneously with  the incurrence of, the  respective
   incurrence of Revolving Loans) then outstanding, equals the Revolving
   Loan Commitment of such Bank at  such time and (iv) shall not  exceed
   for all Banks at any time outstanding that aggregate principal amount
   which, when  added to  the sum  of (I)  the aggregate  amount of  all
   Letter of Credit Outstandings (exclusive of Unpaid Drawings which are
   repaid with the proceeds of,  and simultaneously with the  incurrence
   of, the respective incurrence  of Revolving Loans)  at such time  and
   (II) the aggregate principal amount of all Swingline Loans (exclusive
   of Swingline  Loans  which  are repaid  with  the  proceeds  of,  and
   simultaneously with the incurrence  of, the respective incurrence  of
   Revolving Loans) then  outstanding, equals the  Total Revolving  Loan
   Commitment at such time.
<PAGE>
             (b)  Subject to and upon the terms and conditions set forth
   herein, the Swingline Bank agrees to make, at any time and from  time
   to time on and  after the Effective Date  and prior to the  Swingline
   Expiry Date, a revolving loan or  revolving loans (each a  "Swingline
   Loan" and,  collectively, the  "Swingline  Loans") to  the  Borrower,
   which Swingline Loans (i) shall be  made and maintained as Base  Rate
   Loans, (ii)  may be  repaid and  reborrowed  in accordance  with  the
   provisions hereof,  (iii) shall  not  exceed in  aggregate  principal
   amount at any time outstanding, when combined with the sum of (I) the
   aggregate principal amount  of all Revolving  Loans then  outstanding
   and (II) the aggregate amount of all Letter of Credit Outstandings at
   such time, an amount equal to the Total Revolving Loan Commitment  at
   such time, and (iv) shall not exceed in aggregate principal amount at
   any time outstanding the  Maximum Swingline Amount.   Notwithstanding
   anything to the contrary contained in  this Section 1.01(b), (x)  the
   Swingline Bank shall not be obligated to make any Swingline Loans  at
   a time  when a  Bank Default  exists unless  the Swingline  Bank  has
   entered into  arrangements satisfactory  to it  and the  Borrower  to
   eliminate the Swingline  Bank's risk with  respect to the  Defaulting
   Bank's or Banks' participation in such Swingline Loans, including  by
   cash collateralizing such Defaulting  Bank's or Banks' RL  Percentage
   of the outstanding Swingline Loans and  (y) the Swingline Bank  shall
   not make any Swingline Loan after it has received written notice from
   the Borrower or the Required Banks stating that a Default or an Event
   of Default exists and is continuing until such time as the  Swingline
   Bank shall have received written notice (I) of rescission of all such
   notices from the party or  parties originally delivering such  notice
   or (II) of the  waiver of  such Default or  Event of  Default by  the
   Required Banks.
<PAGE>
             (c)  On any Business  Day, the Swingline  Bank may, in  its
   sole discretion, give notice to the  Banks that the Swingline  Bank's
   outstanding  Swingline  Loans  shall  be  funded  with  one  or  more
   Borrowings of Revolving  Loans (provided  that such  notice shall  be
   deemed to  have been  automatically given  upon the  occurrence of  a
   Default or  an Event  of  Default under  Section  10.05 or  upon  the
   exercise of any  of the remedies  provided in the  last paragraph  of
   Section 10), in which case one or more Borrowings of Revolving  Loans
   constituting Base  Rate  Loans  (each such  Borrowing,  a  "Mandatory
   Borrowing") shall be made on the immediately succeeding Business  Day
   by all Banks pro rata based on each Bank's RL Percentage  (determined
   before giving  effect  to  any  termination  of  the  Revolving  Loan
   Commitments pursuant to  the last paragraph  of Section  10) and  the
   proceeds thereof shall be applied directly  by the Swingline Bank  to
   repay the Swingline Bank for such outstanding Swingline Loans.   Each
   Bank hereby  irrevocably  agrees to  make  Revolving Loans  upon  one
   Business Day's notice  pursuant to  each Mandatory  Borrowing in  the
   amount and in the manner specified  in the preceding sentence and  on
   the date specified in writing  by the Swingline Bank  notwithstanding
   (i) the amount of  the Mandatory Borrowing  may not  comply with  the
   Minimum Borrowing Amount otherwise  required hereunder, (ii)  whether
   any conditions  specified  in Section  6  are then  satisfied,  (iii)
   whether a Default or an Event  of Default then exists, (iv) the  date
   of such Mandatory Borrowing and (v) the amount of the Total Revolving
   Loan Commitment  at such  time.   In  the  event that  any  Mandatory
   Borrowing cannot  for  any  reason be  made  on  the  date  otherwise
   required above (including,  without limitation,  as a  result of  the
   commencement of a proceeding under  the Bankruptcy Code with  respect
   to the Borrower), then each Bank  hereby agrees that it shall  forth-
   with purchase (as of the date the Mandatory Borrowing would otherwise
   have occurred,  but  adjusted  for any  payments  received  from  the
   Borrower on or after such date  and prior to such purchase) from  the
   Swingline Bank such participations in the outstanding Swingline Loans
   as shall be necessary to cause  the Banks to share in such  Swingline
   Loans ratably based upon their respective RL Percentages  (determined
   before giving  effect  to  any  termination  of  the  Revolving  Loan
   Commitments pursuant to the last  paragraph of Section 10),  provided
   that (x) all interest payable on the Swingline Loans shall be for the
   account of  the  Swingline  Bank  until the  date  as  of  which  the
   respective participation  is required  to be  purchased and,  to  the
   extent attributable to the purchased participation, shall be  payable
   to the participant from and after such  date and (y) at the time  any
   purchase of  participations pursuant  to  this sentence  is  actually
   made, the purchasing Bank shall be required to pay the Swingline Bank
   interest on the principal amount of participation purchased for  each
   day from and  including the day  upon which  the Mandatory  Borrowing
   would otherwise have occurred  to but excluding  the date of  payment
   for such participation, at the overnight  Federal Funds Rate for  the
   first three days and  at the rate  otherwise applicable to  Revolving
   Loans  maintained  as  Base  Rate   Loans  hereunder  for  each   day
   thereafter.

             1.02  Minimum Amount  of  Each Borrowing.    The  aggregate
   principal amount of  each Borrowing of  Revolving Loans or  Swingline
   Loans shall not be less than the Minimum Borrowing Amount  applicable
   thereto.  More than one Borrowing may occur on the same date, but  at
   no time shall  there be outstanding  more than  twenty Borrowings  of
   Eurodollar Loans.
<PAGE>
             1.03  Notice of Borrowing.  (a)  Whenever the Borrower  de-
   sires to incur  (x) Eurodollar  Loans hereunder,  the Borrower  shall
   give the Administrative  Agent at the  Notice Office  at least  three
   Business Days' prior notice  of each Eurodollar  Loan to be  incurred
   hereunder and  (y) Base  Rate  Loans hereunder  (excluding  Swingline
   Loans and Revolving  Loans made pursuant  to a Mandatory  Borrowing),
   the Borrower shall give the Administrative Agent at the Notice Office
   at least one Business Day's prior notice of each Base Rate Loan to be
   incurred hereunder,  provided that  (in each  case) any  such  notice
   shall be deemed to  have been given  on a certain  day only if  given
   before 12:00 Noon  (New York time)  on such  day.   Each such  notice
   (each a "Notice  of Borrowing"), except  as otherwise expressly  pro-
   vided in Section 1.10, shall be irrevocable and shall be given by the
   Borrower in writing, or by  telephone promptly confirmed in  writing,
   in the  form of  Exhibit A,  appropriately completed  to specify  the
   aggregate principal  amount of  the Revolving  Loans to  be  incurred
   pursuant to such Borrowing, the date  of such Borrowing (which  shall
   be a Business Day), whether the  Revolving Loans being incurred  pur-
   suant to such Borrowing are to  be initially maintained as Base  Rate
   Loans or, to the extent permitted hereunder, Eurodollar Loans and, if
   Eurodollar Loans,  the  initial  Interest  Period  to  be  applicable
   thereto.   The Administrative  Agent shall  promptly give  each  Bank
   notice of such proposed Borrowing, of such Bank's proportionate share
   thereof  and  of  the  other  matters  required  by  the  immediately
   preceding sentence to be specified in the Notice of Borrowing.

             (b)(i)  Whenever the  Borrower desires  to incur  Swingline
   Loans hereunder, the Borrower shall give the Swingline Bank no  later
   than 2:00 P.M. (New York time) on  the date that a Swingline Loan  is
   to  be  incurred  hereunder,  written  notice  or  telephonic  notice
   promptly confirmed in writing of each  Swingline Loan to be  incurred
   hereunder.  Each such notice shall be irrevocable and specify in each
   case (A) the date  of Borrowing (which shall  be a Business Day)  and
   (B) the  aggregate principal  amount of  the  Swingline Loans  to  be
   incurred pursuant to such Borrowing.

             (ii) Mandatory  Borrowings shall  be made  upon the  notice
   specified in Section 1.01(c), with the Borrower irrevocably agreeing,
   by its  incurrence  of any  Swingline  Loan,  to the  making  of  the
   Mandatory Borrowings as set forth in Section 1.01(c).

             (c)  Without in  any way  limiting  the obligation  of  the
   Borrower to confirm in writing any telephonic notice of any Borrowing
   or prepayment of  Loans, the  Administrative Agent  or the  Swingline
   Bank, as the case may be, may act without liability upon the basis of
   telephonic notice of such  Borrowing or prepayment,  as the case  may
   be, believed by the  Administrative Agent or  the Swingline Bank,  as
   the case may be, in good faith to be from the Chairman of the  Board,
   the Chief  Executive  Officer,  the President,  the  Chief  Financial
   Officer, the Treasurer or any Assistant Treasurer of the Borrower, or
   from any  other  authorized officer  of  the Borrower  designated  in
   writing by  any of  the foregoing  officers of  the Borrower  to  the
   Administrative Agent as being authorized to give such notices,  prior
   to receipt of written confirmation.  In each such case, the  Borrower
   hereby waives  the right  to dispute  the Administrative  Agent's  or
   Swingline Bank's record  of the terms  of such  telephonic notice  of
   such Borrowing or  prepayment of Loans,  as the case  may be,  absent
   manifest error.
<PAGE>
             1.04  Disbursement of  Funds.   No  later than  12:00  Noon
   (New York time)  on  the date specified in  each Notice of  Borrowing
   (or (x) in the case of Swingline Loans, no later than 3:00 P.M.  (New
   York time) on the  date specified pursuant  to Section 1.03(b)(i)  or
   (y) in the case of Mandatory Borrowings, no later than 1:00 P.M. (New
   York time) on the date specified in Section 1.01(c)), each Bank  will
   make available its  pro rata portion  (determined in accordance  with
   Section 1.07) of  each such Borrowing  requested to be  made on  such
   date (or in the case of Swingline Loans, the Swingline Bank will make
   available the full amount  thereof).  All such  amounts will be  made
   available in Dollars and in immediately  available funds at the  Pay-
   ment Office, and, except for Revolving Loans made pursuant to Section

   2.05(a) or  pursuant to  a  Mandatory Borrowing,  the  Administrative
   Agent will promptly  make available to  the Borrower  at the  Payment
   Office the aggregate of the amounts  so made available by the  Banks.
   Unless the Administrative Agent shall have been notified by any  Bank
   prior to the date of Borrowing that such Bank does not intend to make
   available to  the Administrative  Agent such  Bank's portion  of  any
   Borrowing to  be made  on such  date,  the Administrative  Agent  may
   assume  that  such  Bank  has  made  such  amount  available  to  the
   Administrative Agent on such date of Borrowing and the Administrative
   Agent may (but  shall not  be obligated  to), in  reliance upon  such
   assumption, make available  to the Borrower  a corresponding  amount.
   If such corresponding  amount is not  in fact made  available to  the
   Administrative Agent by such Bank, the Administrative Agent shall  be
   entitled to recover  such corresponding  amount on  demand from  such
   Bank.  If such Bank does not pay such corresponding amount  forthwith
   upon the Administrative Agent's  demand therefor, the  Administrative
   Agent shall  promptly  notify the  Borrower  and the  Borrower  shall
   immediately pay  such  corresponding  amount  to  the  Administrative
   Agent.  The Administrative Agent also shall be entitled to recover on
   demand from such Bank or the  Borrower, as the case may be,  interest
   on such corresponding  amount in respect  of each day  from the  date
   such corresponding amount  was made available  by the  Administrative
   Agent to the  Borrower until the  date such  corresponding amount  is
   recovered by the Administrative Agent, at  a rate per annum equal  to
   (i) if recovered from such Bank, at the overnight Federal Funds  Rate
   and (ii) if recovered from the Borrower, the rate of interest  appli-
   cable to the respective Borrowing, as determined pursuant to  Section
   1.08.  Nothing in  this Section 1.04 or  in Section 2.05(a) shall  be
   deemed to relieve any  Bank from its obligation  to make Loans  here-
   under or to prejudice any rights which the Borrower may have  against
   any Bank as a result of any failure by such Bank to make Loans  here-
   under.

             1.05  Notes.   (a)  The Borrower's  obligation to  pay  the
   principal of, and interest on, the  Loans made by each Bank shall  be
   set forth  in the  Register maintained  by the  Administrative  Agent
   pursuant to Section 13.15 and shall,  if requested by any Bank,  also
   be evidenced  (i) if  Revolving  Loans, by  a  promissory  note  duly
   executed and delivered by the Borrower  substantially in the form  of
   Exhibit B-1, with blanks appropriately completed in conformity  here-
   with (each  a  "Revolving  Note" and,  collectively,  the  "Revolving
   Notes") and  (ii)  if Swingline  Loans,  by a  promissory  note  duly
   executed and delivered by the Borrower  substantially in the form  of
   Exhibit B-2, with blanks appropriately completed in conformity  here-
   with (the "Swingline Note").
<PAGE>
             (b)  The Revolving Note  issued to each  Bank shall (i)  be
   executed by  the  Borrower, (ii)  be  payable  to such  Bank  or  its
   registered assigns and  be dated the  Effective Date  (or, if  issued
   after the Effective Date, be dated the date of the issuance thereof),
   (iii) be in  a stated principal  amount equal to  the Revolving  Loan
   Commitment of such Bank (or, if issued after the termination thereof,
   be in a stated  principal amount equal  to the outstanding  Revolving
   Loans of such Bank  at such time) and  be payable in the  outstanding
   principal amount  of  the  Revolving Loans  evidenced  thereby,  (iv)
   mature on the Final Maturity Date,  (v) bear interest as provided  in
   the appropriate clause of  Section 1.08 in respect  of the Base  Rate
   Loans and Eurodollar Loans,  as the case  may be, evidenced  thereby,
   (vi) be subject to voluntary prepayment as provided in Section  4.01,
   and mandatory repayment  as provided in  Section 4.02,  and (vii)  be
   entitled to  the benefits  of this  Agreement  and the  other  Credit
   Documents.

             (c)  The Swingline Note issued to the Swingline Bank  shall
   (i) be executed  by the Borrower,  (ii) be payable  to the  Swingline
   Bank or its registered assigns and be dated the Effective Date, (iii)
   be in a stated principal amount equal to the Maximum Swingline Amount
   and be payable in the outstanding  principal amount of the  Swingline
   Loans evidenced  thereby  from  time to  time,  (iv)  mature  on  the
   Swingline Expiry Date, (v)  bear interest as  provided in the  appro-
   priate clause  of Section  1.08 in  respect of  the Base  Rate  Loans
   evidenced  thereby,  (vi)  be  subject  to  voluntary  prepayment  as
   provided in  Section 4.01,  and mandatory  repayment as  provided  in
   Section 4.02 and (vii) be entitled to the benefits of this  Agreement
   and the other Credit Documents.

             (d)  Each Bank will note on its internal records the amount
   of each Loan made by it and each payment in respect thereof and  will
   prior to any transfer of any of its Notes endorse on the reverse side
   thereof the outstanding principal amount of Loans evidenced  thereby.
   Failure to make any such notation or any error in such notation shall
   not affect the Borrower's obligations in respect of such Loans.
<PAGE>
             1.06  Conversions.  The Borrower  shall have the option  to
   convert, on any Business Day, all or a portion equal to at least  the
   Minimum Borrowing  Amount  of  the outstanding  principal  amount  of
   Revolving Loans made  pursuant to one  or more Borrowings  of one  or
   more Types of  Revolving Loans into  a Borrowing of  another Type  of
   Revolving Loan, provided  that, (i) except  as otherwise provided  in
   Section 1.10(b), Eurodollar  Loans may  be converted  into Base  Rate
   Loans only on the  last day of an  Interest Period applicable to  the
   Revolving Loans being  converted and  no such  partial conversion  of
   Eurodollar Loans  shall reduce  the outstanding  principal amount  of
   such Eurodollar Loans  made pursuant to  a single  Borrowing to  less
   than the Minimum Borrowing Amount applicable thereto, (ii) Base  Rate
   Loans may only be  converted into Eurodollar Loans  if no Default  or
   Event of Default is in existence on the date of such conversion,  and
   (iii) no conversion pursuant to this  Section 1.06 shall result in  a
   greater number of  Borrowings of Eurodollar  Loans than is  permitted
   under Section 1.02.   Each such conversion shall  be effected by  the
   Borrower by  giving the  Administrative Agent  at the  Notice  Office
   prior to 12:00  Noon (New York  time) at least  three Business  Days'
   prior notice (each a "Notice of Conversion") specifying the Revolving
   Loans to be  so converted, the  Borrowing or  Borrowings pursuant  to
   which such Revolving  Loans were made  and, if to  be converted  into
   Eurodollar Loans,  the Interest  Period  to be  initially  applicable
   thereto.  The Administrative Agent shall give each Bank prompt notice
   of any such proposed conversion affecting any of its Revolving Loans.
   Upon any such conversion  the proceeds thereof will  be deemed to  be
   applied directly  on  the  day  of  such  conversion  to  prepay  the
   outstanding principal amount of the Revolving Loans being  converted.
   Swingline Loans may not be converted pursuant to this Section 1.06.

             1.07  Pro Rata  Borrowings.   All Borrowings  of  Revolving
   Loans under this Agreement shall be incurred from the Banks pro  rata
   on the basis of their Revolving  Loan Commitments.  It is  understood
   that no Bank shall be responsible  for any default by any other  Bank
   of its obligation  to make Revolving  Loans hereunder  and that  each
   Bank shall be obligated  to make the Revolving  Loans provided to  be
   made by it hereunder, regardless of the failure of any other Bank  to
   make its Revolving Loans hereunder.

             1.08  Interest.  (a)  The  Borrower agrees to pay  interest
   in respect of the unpaid principal amount of each Base Rate Loan from
   the date of Borrowing thereof  (or, in the case  of a Base Rate  Loan
   made pursuant to  Section 2.05(a), from  the date  of the  respective
   Drawing) until the earlier  of (i) the  maturity thereof (whether  by
   acceleration or otherwise) and (ii) the conversion of such Base  Rate
   Loan to a  Eurodollar Loan pursuant  to Section 1.06,  at a rate  per
   annum which shall be equal  to the Base Rate  in effect from time  to
   time.

             (b)  The Borrower agrees to pay interest in respect of  the
   unpaid principal  amount of  each Eurodollar  Loan from  the date  of
   Borrowing thereof until the earlier of (i) the maturity thereof (whe-
   ther by acceleration or  otherwise) and (ii)  the conversion of  such
   Eurodollar Loan to a Base Rate Loan pursuant to Section 1.06, 1.09 or
   1.10, as applicable,  at a rate  per annum which  shall, during  each
   Interest Period  applicable  thereto, be  equal  to the  sum  of  the
   Applicable Eurodollar Rate Margin plus  the Eurodollar Rate for  such
   Interest Period.
<PAGE>
             (c)  Overdue principal and, to the extent permitted by law,
   overdue interest in respect of each Loan and any other overdue amount
   payable hereunder shall, in  each case, bear interest  at a rate  per
   annum equal to the greater of (x) the  rate which is 2% in excess  of
   the rate then borne  by such Loans and  (y) the rate  which is 2%  in
   excess of the rate otherwise applicable to Base Rate Loans from  time
   to time.  Interest which accrues under this Section 1.08(c) shall  be
   payable on demand.

             (d)  Accrued (and  theretofore  unpaid) interest  shall  be
   payable (i) in respect of each  Base Rate Loan, quarterly in  arrears
   on each Quarterly Payment  Date, (ii) in  respect of each  Eurodollar
   Loan, on the last day of each Interest Period applicable thereto and,
   in the case of an Interest Period in excess of three months, on  each
   date occurring at three month intervals  after the first day of  such
   Interest Period and (iii) in respect  of each Loan, on any  repayment
   or prepayment (on the amount repaid or prepaid), at maturity (whether
   by acceleration or otherwise) and, after such maturity, on demand.

             (e)  Upon   each   Interest    Determination   Date,    the
   Administrative Agent  shall determine  the Eurodollar  Rate for  each
   Interest Period  applicable to  Eurodollar Loans  and shall  promptly
   notify the Borrower and the Banks  thereof.  Each such  determination
   shall, absent manifest error, be final and conclusive and binding  on
   all parties hereto.

             1.09  Interest Periods.  At the time the Borrower gives any
   Notice of Borrowing or Notice of Conversion in respect of the  making
   of, or  conversion into,  any Eurodollar  Loan (in  the case  of  the
   initial Interest Period applicable thereto) or on the third  Business
   Day prior to the expiration of an Interest Period applicable to  such
   Eurodollar Loan (in the case of any subsequent Interest Period),  the
   Borrower shall have the right to elect, by giving the  Administrative
   Agent notice thereof, the interest period (each an "Interest Period")
   applicable to such Eurodollar Loan,  which Interest Period shall,  at
   the option of the Borrower, be a one, two, three or six-month period,
   provided that:

           (i)    all Eurodollar Loans comprising  a Borrowing shall  at
        all times have the same Interest Period;

          (ii)    the initial Interest  Period for  any Eurodollar  Loan
        shall commence on the date of Borrowing of such Eurodollar  Loan
        (including the date of any conversion  thereto from a Base  Rate
        Loan) and each Interest  Period occurring thereafter in  respect
        of such Eurodollar Loan shall commence  on the day on which  the
        next preceding Interest Period applicable thereto expires;

         (iii)    if any Interest  Period for a  Eurodollar Loan  begins
        on a day for which there is no numerically corresponding day  in
        the calendar  month at  the end  of such  Interest Period,  such
        Interest Period  shall end  on the  last  Business Day  of  such
        calendar month;
<PAGE>
          (iv)    if any  Interest Period  for a  Eurodollar Loan  would
        otherwise expire on  a day  which is  not a  Business Day,  such
        Interest Period  shall expire  on the  next succeeding  Business
        Day; provided,  however,  that  if any  Interest  Period  for  a
        Eurodollar Loan would otherwise expire on  a day which is not  a
        Business Day but is  a day of the  month after which no  further
        Business Day occurs  in such month,  such Interest Period  shall
        expire on the next preceding Business Day;

           (v)    no Interest Period may be selected at any time when  a
        Default or an Event of Default is then in existence; and

          (vi)    no Interest  Period in  respect  of any  Borrowing  of
        Eurodollar Loans  shall be  selected  which extends  beyond  the
        Final Maturity Date.

        If by 12:00 Noon (New York time) on the third Business Day prior
   to the expiration of any Interest Period applicable to a Borrowing of
   Eurodollar Loans, the  Borrower has failed  to elect  a new  Interest
   Period to be applicable to such  Eurodollar Loans as provided  above,
   the Borrower  shall  be  deemed to  have  elected  to  continue  such
   Eurodollar Loans as a  new Borrowing of Eurodollar  Loans with a  one
   month Interest Period,  provided that  if a  Default or  an Event  of
   Default exists on such third preceding Business Day, such  Eurodollar
   Loans instead shall be converted into Base Rate Loans effective as of
   the expiration date of such current Interest Period.

        1.10  Increased Costs, Illegality, etc.  (a)  In the event  that
   any Bank  shall have  determined (which  determination shall,  absent
   manifest error, be final and conclusive and binding upon all  parties
   hereto but, with respect to clause (i) below, may be made only by the
   Administrative Agent):

           (i)    on any Interest Determination Date that, by reason  of
        any changes arising after the  date of this Agreement  affecting
        the interbank Eurodollar market, adequate and fair means do  not
        exist for ascertaining the applicable interest rate on the basis
        provided for in the definition of Eurodollar Rate; or
<PAGE>
          (ii)    at any  time, that  such  Bank shall  incur  increased
        costs or  reductions  in  the  amounts  received  or  receivable
        hereunder with respect to any Eurodollar Loan because of (x) any
        change since the date of this Agreement in any applicable law or
        governmental  rule,  regulation,  order,  guideline  or  request
        (whether or  not having  the  force of  law)  or in  the  inter-
        pretation or administration thereof and including the  introduc-
        tion of any  new law  or governmental  rule, regulation,  order,
        guideline or request, such as, for example, but not limited  to:
        (A) a change in the basis of taxation of payment to such Bank of
        the principal of or interest on  the Notes or any other  amounts
        payable hereunder (except for changes in the rate of tax on,  or
        determined by reference to,  the net income  or profits of  such
        Bank, or any franchise tax based on the net income or profits of
        such  Bank,  in  either  case  pursuant  to  the  laws  of   the
        jurisdiction in which such  Bank is organized  or in which  such
        Bank's principal office or applicable lending office is  located
        or any subdivision thereof or therein), but without  duplication
        of any amounts payable in respect  of Taxes pursuant to  Section
        4.04(a), or (B) a change in official reserve requirements,  but,
        in all  events,  excluding  reserves  to  the  extent  expressly
        included in the  computation of the  Eurodollar Rate and/or  (y)
        other circumstances since the  date of this Agreement  affecting
        such Bank, the  interbank Eurodollar market  or the position  of
        such Bank in such market; or
         (iii)    at any  time, that the  making or  continuance of  any
        Eurodollar Loan  has  been  made (x)  unlawful  by  any  law  or
        governmental  rule,  regulation  or  order,  (y)  impossible  by
        compliance by  such Bank  in good  faith with  any  governmental
        request  (whether  or   not  having   force  of   law)  or   (z)
        impracticable as a result of  a contingency occurring after  the
        date of this  Agreement which materially  and adversely  affects
        the interbank Eurodollar market;
<PAGE>
   then, and in any such event, such Bank (or the Administrative  Agent,
   in the case of clause (i) above) shall promptly give notice (by tele-
   phone promptly confirmed in writing) to  the Borrower and, except  in
   the case of  clause (i) above,  to the Administrative  Agent of  such
   determination (which notice the  Administrative Agent shall  promptly
   transmit to each of the other Banks).  Thereafter (x) in the case  of
   clause (i) above, Eurodollar Loans shall no longer be available until
   such time as the Administrative Agent  notifies the Borrower and  the
   Banks that  the  circumstances giving  rise  to such  notice  by  the
   Administrative Agent no longer exist, and any Notice of Borrowing  or
   Notice of Conversion given by the Borrower with respect to Eurodollar
   Loans  which  have  not  yet  been  incurred  (including  by  way  of
   conversion) shall  be deemed  rescinded by  the Borrower  or, at  the
   Borrower's option  and  upon  notice  to  the  Administrative  Agent,
   converted to  a Borrowing  of Base  Rate Loans,  (y) in  the case  of
   clause (ii) above, the Borrower shall,  subject to the provisions  of
   Section 13.17 (to the extent applicable), pay to such Bank, upon such
   Bank's written request therefor, such additional amounts (in the form
   of an increased rate of, or a different method of calculating, inter-
   est or otherwise as such Bank in its sole discretion shall determine)
   as shall be required to compensate such Bank for such increased costs
   or reductions in amounts received or receivable hereunder (a  written
   notice as to  the additional amounts  owed to such  Bank, showing  in
   reasonable detail the basis for the calculation thereof, submitted to
   the Borrower by such Bank shall, absent manifest error, be final  and
   conclusive and binding on all the parties hereto) and (z) in the case
   of clause (iii)  above, the Borrower  shall take one  of the  actions
   specified in  Section 1.10(b)  as promptly  as possible  and, in  any
   event, within  the  time  period  required  by  law.    Each  of  the
   Administrative Agent and each Bank agrees that if it gives notice  to
   the Borrower of any  of the events described  in clause (i), (ii)  or
   (iii) above, it shall promptly notify  the Borrower and, in the  case
   of any such Bank, the Administrative Agent, if any such event  ceases
   to exist.  If any such  event described in clause (iii) above  ceases
   to exist  as  to  a  Bank,  the obligations  of  such  Bank  to  make
   Eurodollar Loans and to convert Base Rate Loans into Eurodollar Loans
   on the terms and conditions contained herein shall be reinstated.

             (b)  At any time  that any Eurodollar  Loan is affected  by
   the circumstances  described in  Section  1.10(a)(ii) or  (iii),  the
   Borrower may (and in  the case of a  Eurodollar Loan affected by  the
   circumstances described in Section  1.10(a)(iii) the Borrower  shall)
   either (x)  if  the  affected Eurodollar  Loan  is  then  being  made
   initially or  pursuant  to a  conversion,  cancel such  Borrowing  or
   convert  such  Borrowing  to   a  Base  Rate   Loan  by  giving   the
   Administrative  Agent  telephonic   notice  (promptly  confirmed   in
   writing) on  the same  date that  the Borrower  was notified  by  the
   affected  Bank  or  the  Administrative  Agent  pursuant  to  Section
   1.10(a)(ii) or (iii) or (y) if  the affected Eurodollar Loan is  then
   outstanding, upon at least three Business Days' written notice to the
   Administrative Agent,  require  the  affected Bank  to  convert  such
   Eurodollar Loan into a  Base Rate Loan, provided  that, if more  than
   one Bank is  affected at any  time, then all  affected Banks must  be
   treated the same pursuant to this Section 1.10(b).
<PAGE>
             (c)  If any Bank determines that the introduction of or any
   change in any applicable law or governmental rule, regulation, order,
   guideline, directive or request (whether or  not having the force  of
   law) concerning capital adequacy, or any change in interpretation  or
   administration thereof  by the  NAIC or  any governmental  authority,
   central bank  or  comparable agency,  in  each case  after  the  date
   hereof, will  have the  effect of  increasing the  amount of  capital
   required or expected to be maintained by such Bank or any corporation
   controlling such Bank based on the existence of such Bank's Revolving
   Loan Commitment  hereunder or  its  obligations hereunder,  then  the
   Borrower shall, subject to  the provisions of  Section 13.17 (to  the
   extent applicable),  pay  to  such  Bank,  upon  its  written  demand
   therefor, such additional amounts as shall be required to  compensate
   such Bank or such  other corporation for the  increased cost to  such
   Bank or such other corporation or the reduction in the rate of return
   to such Bank or such other  corporation as a result of such  increase
   of capital.  In determining such  additional amounts, each Bank  will
   act reasonably and in good faith  and will use averaging and  attrib-
   ution methods which are reasonable, provided that such Bank's  deter-
   mination of  compensation owing  under  this Section  1.10(c)  shall,
   absent manifest error, be final and conclusive and binding on all the
   parties hereto.   Each  Bank, upon  determining that  any  additional
   amounts will be payable pursuant to  this Section 1.10(c), will  give
   prompt written notice  thereof to  the Borrower,  which notice  shall
   show in reasonable  detail the basis  for calculation  of such  addi-
   tional amounts.

             1.11  Compensation.   The Borrower  shall, subject  to  the
   provisions of Section  13.17 (to the  extent applicable),  compensate
   each Bank, upon its written request (which request shall set forth in
   reasonable detail the  basis for requesting  such compensation),  for
   all losses, expenses and liabilities (including, without  limitation,
   any loss, expense or liability incurred by reason of the  liquidation
   or reemployment of deposits or other  funds required by such Bank  to
   fund its Eurodollar Loans but excluding loss of anticipated  profits)
   which such Bank may  sustain:  (i)  if for any  reason (other than  a
   default by such Bank or the Administrative Agent) a Borrowing of,  or
   conversion from or into,  Eurodollar Loans does not  occur on a  date
   specified therefor in a Notice of  Borrowing or Notice of  Conversion
   (whether or not withdrawn  by the Borrower  or deemed withdrawn  pur-
   suant to Section 1.10(a)); (ii) if  any repayment (including any  re-
   payment made pursuant to Section 4.01, Section 4.02 or as a result of
   an acceleration of the Loans pursuant to Section 10) or conversion of
   any of its Eurodollar Loans  occurs on a date  which is not the  last
   day of an  Interest Period with  respect thereto; (iii)  if any  pre-
   payment of  any of  its Eurodollar  Loans  is not  made on  any  date
   specified in a notice of prepayment given by the Borrower; or (iv) as
   a consequence of (x) any other  default by the Borrower to repay  its
   Loans when required by the terms  of this Agreement or any Note  held
   by such Bank or (y) any election made pursuant to Section 1.10(b).
<PAGE>
             1.12  Change of Lending Office.  Each Bank agrees that upon
   the  occurrence  of  any  event  giving  rise  to  the  operation  of
   Section 1.10(a)(ii)  or  (iii),   Section 1.10(c),  Section 2.06   or
   Section 4.04 with respect to such Bank, it will, if requested by  the
   Borrower,  use  reasonable   efforts  (subject   to  overall   policy
   considerations of such Bank) to designate another lending office  for
   any Loans or Letters of Credit affected by such event, provided  that
   such designation is made on such terms that such Bank and its lending
   office suffer no economic, legal or regulatory disadvantage, with the
   object of avoiding the  consequence of the event  giving rise to  the
   operation of such Section.  Nothing in this Section 1.12 shall affect
   or postpone any of  the obligations of the  Borrower or the right  of
   any Bank provided in Sections 1.10, 2.06 and 4.04.
<PAGE>
             1.13  Replacement of  Banks.   (x)  If any  Bank becomes  a
   Defaulting Bank  or otherwise  defaults in  its obligations  to  make
   Loans, (y)  upon  the occurrence  of  an  event giving  rise  to  the
   operation of Section 1.10(a)(ii)  or (iii), Section 1.10(c),  Section
   2.06 or Section 4.04 with respect  to any Bank which results in  such
   Bank charging to the Borrower increased  costs or (z) as provided  in
   Section 13.12(b) in the  case of a  refusal by a  Bank to consent  to
   certain proposed changes,  waivers, discharges  or terminations  with
   respect to this Agreement  which have been  approved by the  Required
   Banks, the Borrower shall have the  right, if no Default or Event  of
   Default then exists  (or, in  the case  of preceding  clause (z),  no
   Default or  Event  of Default  will  exist immediately  after  giving
   effect to  such replacement),  to replace  such Bank  (the  "Replaced
   Bank") with  one or  more other  Eligible Transferees,  none of  whom
   shall constitute a Defaulting  Bank at the  time of such  replacement
   (collectively, the  "Replacement Bank")  and each  of whom  shall  be
   required to  be reasonably  acceptable to  the Administrative  Agent,
   provided that (i)  at the time  of any replacement  pursuant to  this
   Section 1.13,  the Replacement  Bank shall  enter  into one  or  more
   Assignment and  Assumption Agreements  pursuant to  Section  13.04(b)
   (and with all fees  payable pursuant to said  Section 13.04(b) to  be
   paid by the Replacement Bank) pursuant to which the Replacement  Bank
   shall acquire the  entire Revolving Loan  Commitment and  outstanding
   Revolving Loans of, and participations in  Letters of Credit by,  the
   Replaced Bank  and, in  connection therewith,  shall pay  to (x)  the
   Replaced Bank in respect thereof an amount equal to the sum of (I) an
   amount equal to the  principal of, and all  accrued interest on,  all
   outstanding Revolving  Loans of  the Replaced  Bank, (II)  an  amount
   equal to  all Unpaid  Drawings  that have  been  funded by  (and  not
   reimbursed to)  such Replaced  Bank, together  with all  then  unpaid
   interest with respect thereto at such time and (III) an amount  equal
   to all accrued, but  theretofore unpaid, Fees  owing to the  Replaced
   Bank pursuant to Section 3.01, (y) each Issuing Bank an amount  equal
   to such Replaced Bank's RL Percentage of any Unpaid Drawing (which at
   such time remains an  Unpaid Drawing) to the  extent such amount  was
   not theretofore funded by such Replaced Bank to such Issuing Bank and
   (z) the Swingline  Bank an amount  equal to such  Replaced Bank's  RL
   Percentage of any Mandatory Borrowings to the extent such amount  was
   not theretofore funded by  such Replaced Bank  to the Swingline  Bank
   and (ii)  all  obligations of  the  Borrower  due and  owing  to  the
   Replaced Bank at such time  (other than those specifically  described
   in clause (i) above in respect of which the assignment purchase price
   has been, or is  concurrently being, paid) shall  be paid in full  to
   such Replaced  Bank concurrently  with such  replacement.   Upon  the
   execution of the respective Assignment and Assumption Agreements, the
   payment of amounts referred to in clauses (i) and (ii) above and,  if
   so requested by  the Replacement  Bank, delivery  to the  Replacement
   Bank of the appropriate Revolving Note executed by the Borrower,  the
   Replacement Bank shall become a Bank hereunder and the Replaced  Bank
   shall cease to constitute  a Bank hereunder,  except with respect  to
   indemnification provisions under  this Agreement (including,  without
   limitation, Sections 1.10, 1.11, 2.06, 4.04, 12.06 and 13.01),  which
   shall survive as to such Replaced Bank.

<PAGE>
             SECTION 2.  Letters of Credit.

             2.01  Letters of  Credit.   (a)  Subject  to and  upon  the
   terms and conditions set forth herein, the Borrower may request  that
   an Issuing Bank issue, at any time and from time to time on and after
   the Effective  Date and  prior to  the 30th  day prior  to the  Final
   Maturity Date,  (x) for  the  account of  the  Borrower and  for  the
   benefit of  any  holder  (or any  trustee,  agent  or  other  similar
   representative for any such  holders) of L/C Supportable  Obligations
   of the Borrower or  any of its  Subsidiaries, an irrevocable  standby
   letter of credit, in a form customarily used by such Issuing Bank  or
   in such other form as has been approved by such Issuing Bank and  (y)
   for the account  of the Borrower  and for the  benefit of sellers  of
   goods to  the Borrower  or any  of its  Subsidiaries, an  irrevocable
   trade letter of credit,  in a form customarily  used by such  Issuing
   Bank or in such other form as has been approved by such Issuing  Bank
   (each such letter of credit issued  pursuant to this Section 2.01,  a
   "Letter of Credit").  All Letters  of Credit shall be denominated  in
   Dollars and  shall be  issued on  a sight  basis only.   Schedule  IX
   contains a description  of all letters  of credit  which were  issued
   pursuant to the  Existing Credit Agreement  and which  are to  remain
   outstanding on the  Effective Date (each  such letter  of credit,  an
   "Existing Letter of Credit").   Each such  Existing Letter of  Credit
   shall constitute  a  Letter  of  Credit  for  all  purposes  of  this
   Agreement and  shall, for  purposes of  Sections  2.04 and  3.01,  be
   deemed issued on the Effective Date.

             (b)  Subject to and upon the terms and conditions set forth
   herein, each Issuing Bank agrees that  it will, at any time and  from
   time to time on and  after the Effective Date  and prior to the  30th
   day prior to the  Final Maturity Date, following  its receipt of  the
   respective Letter of  Credit Request, issue  for the  account of  the
   Borrower, one or more  Letters of Credit as  are permitted to  remain
   outstanding without giving rise to a Default or an Event of  Default,
   provided that no Issuing Bank shall be under any obligation to  issue
   any Letter of Credit of the types  described above if at the time  of
   such issuance:

             (i)  any order,  judgment  or decree  of  any  governmental
        authority or arbitrator shall purport by its terms to enjoin  or
        restrain such Issuing Bank from issuing such Letter of Credit or
        any requirement of law  applicable to such  Issuing Bank or  any
        request or directive (whether  or not having  the force of  law)
        from any  governmental  authority with  jurisdiction  over  such
        Issuing Bank shall prohibit, or  request that such Issuing  Bank
        refrain from, the  issuance of  letters of  credit generally  or
        such Letter of Credit  in particular or  shall impose upon  such
        Issuing  Bank  with  respect  to  such  Letter  of  Credit   any
        restriction or reserve  or capital requirement  (for which  such
        Issuing Bank is not otherwise compensated) not in effect on  the
        date hereof, or any unreimbursed loss, cost or expense which was
        not applicable or in effect with respect to such Issuing Bank as
        of the date hereof and which such Issuing Bank reasonably and in
        good faith deems material to it; or

            (ii)  such Issuing Bank shall have received notice from  the
        Borrower, any other Credit Party or the Required Banks prior  to
        the issuance of such Letter of  Credit of the type described  in
        the second sentence of Section 2.03(b).
<PAGE>
             (c)  In the event that an Issuing Bank of trade Letters  of
   Credit is other than the Administrative Agent, such Issuing Bank will
   send by facsimile transmission to the Administrative Agent,  promptly
   on the first Business  Day of each week,  its daily aggregate  Stated
   Amount of all trade Letters of  Credit for the immediately  preceding
   week.

             2.02  Maximum  Letter   of   Credit   Outstandings;   Final
   Maturities.  Notwithstanding  anything to the  contrary contained  in
   this Agreement, (i) no  Letter of Credit shall  be issued the  Stated
   Amount of which, when added to the Letter of Credit Outstandings (ex-
   clusive of Unpaid Drawings which are repaid on the date of, and prior
   to the issuance  of, the respective  Letter of Credit)  at such  time
   would exceed either (x) $50,000,000 or  (y) when added to the sum  of
   the  aggregate  principal   amount  of  all   Revolving  Loans   then
   outstanding and the aggregate principal amount of all Swingline Loans
   then outstanding,  an  amount  equal  to  the  Total  Revolving  Loan
   Commitment at such time and (ii)  each Letter of Credit shall by  its
   terms terminate on or before  the earlier of (x)  (A) in the case  of
   standby Letters of Credit, the date which occurs 12 months after  the
   date of the  issuance thereof (although  any such  standby Letter  of
   Credit may be extendable for successive  periods of up to 12  months,
   but not beyond  the third Business  Day prior to  the Final  Maturity
   Date, on terms acceptable to such Issuing Bank (which may include  an
   automatic extension by the terms of  such standby Letter of  Credit))
   or such longer period of time as shall be agreed to by the respective
   Issuing Bank in its sole discretion for any particular standby Letter
   of Credit and (B) in  the case of trade  Letters of Credit, the  date
   which occurs 180 days after the date of the issuance thereof and  (y)
   three Business Days  (or 30 days  in the case  of a  trade Letter  of
   Credit) prior to the Final Maturity Date.

             2.03  Letter of  Credit  Requests; Minimum  Stated  Amount.
   (a)  Whenever the Borrower desires that a Letter of Credit be  issued
   for its account, the Borrower shall give the Administrative Agent and
   the respective Issuing  Bank at least  five Business  Days' (or  such
   shorter period as is acceptable to such Issuing Bank) written  notice
   thereof.  Each  notice shall  be in  the form  of Exhibit  C (each  a
   "Letter of Credit Request").
<PAGE>
             (b)  The making of each Letter  of Credit Request shall  be
   deemed to be a representation and warranty by the Borrower that  such
   Letter of  Credit may  be issued  in accordance  with, and  will  not
   violate the requirements  of, Section  2.02.   Unless the  respective
   Issuing Bank has received notice from the Borrower, any other  Credit
   Party or the Required Banks before it issues a Letter of Credit  that
   one or more of the  conditions specified in Section   6 are not  then
   satisfied, or  that  the issuance  of  such Letter  of  Credit  would
   violate Section 2.02, then  such Issuing Bank  shall, subject to  the
   terms and conditions of this Agreement, issue the requested Letter of
   Credit for  the  account of  the  Borrower in  accordance  with  such
   Issuing Bank's usual and customary practices.   Upon its issuance  of
   or amendment to any standby Letter of Credit, the respective  Issuing
   Bank shall promptly notify the Borrower and the Administrative  Agent
   of such issuance or amendment and  such notification shall be  accom-
   panied by a copy of the issued standby Letter of Credit or amendment.
   Notwithstanding anything to the contrary contained in this Agreement,
   in the event  that a Bank  Default exists, no  Issuing Bank shall  be
   required to issue any Letter of  Credit unless such Issuing Bank  has
   entered into an arrangement  satisfactory to it  and the Borrower  to
   eliminate such Issuing Bank's risk with respect to the  participation
   in Letters of Credit  by the Defaulting Bank  or Banks, including  by
   cash collateralizing such Defaulting  Bank's or Banks' RL  Percentage
   of the Letter of Credit Outstandings.

             (c)  The initial  Stated Amount  of each  Letter of  Credit
   shall not  be  less  than  $100,000  or  such  lesser  amount  as  is
   acceptable to the respective Issuing Bank.

             2.04  Letter  of  Credit  Participations.  (a)  Immediately
   upon the issuance by each Issuing Bank of any Letter of Credit,  such
   Issuing Bank shall  be deemed to  have sold and  transferred to  each
   Bank, other than such Issuing Bank  (each such Bank, in its  capacity
   under this Section 2.04, a "Participant"), and each such  Participant
   shall be deemed irrevocably and unconditionally to have purchased and
   received from such  Issuing Bank,  without recourse  or warranty,  an
   undivided  interest  and  participation,   to  the  extent  of   such
   Participant's RL Percentage, in such  Letter of Credit, each  drawing
   or payment made thereunder and the obligations of the Borrower  under
   this Agreement with  respect thereto,  and any  security therefor  or
   guaranty pertaining thereto.  Upon any  change in the Revolving  Loan
   Commitments or RL Percentages of the  Banks pursuant to Section  1.13
   or 13.04, it is hereby agreed  that, with respect to all  outstanding
   Letters of Credit and  Unpaid Drawings, there  shall be an  automatic
   adjustment to the  participations pursuant  to this  Section 2.04  to
   reflect the new RL Percentages of the assignor and assignee Bank,  as
   the case may be.
<PAGE>
             (b)  In determining  whether to  pay  under any  Letter  of
   Credit issued  by  it,  no Issuing  Bank  shall  have  an  obligation
   relative to the other Banks other than to confirm that any  documents
   required to be delivered under such  Letter of Credit appear to  have
   been delivered and that they appear to substantially comply on  their
   face with the  requirements of  such Letter  of Credit.   Any  action
   taken or  omitted  to  be taken  by  any  Issuing Bank  under  or  in
   connection with any Letter of Credit issued by it if taken or omitted
   in the absence of gross negligence or willful misconduct (as  finally
   determined by a  court of competent  jurisdiction), shall not  create
   for such Issuing Bank  any resulting liability  to the Borrower,  any
   other Credit Party, any Bank or any other Person.

             (c)  In the event that any  Issuing Bank makes any  payment
   under any Letter of  Credit issued by it  and the Borrower shall  not
   have reimbursed such amount in full to such Issuing Bank pursuant  to
   Section  2.05(a),  such  Issuing  Bank  shall  promptly  notify   the
   Administrative Agent, which shall promptly notify each Participant of
   such  failure,  and,  except  as  provided  in  the  proviso  of  the
   immediately succeeding sentence, each Participant shall promptly  and
   unconditionally  pay  to  such  Issuing  Bank  the  amount  of   such
   Participant's RL Percentage of  such unreimbursed payment in  Dollars
   and in same  day funds.   If  the Administrative  Agent so  notifies,
   prior to  12:00  Noon  (New York  time)  on  any  Business  Day,  any
   Participant required to fund a payment under a Letter of Credit, such
   Participant shall make  available to the  respective Issuing Bank  in
   Dollars such  Participant's  RL  Percentage of  the  amount  of  such
   payment on such Business  Day in same  day funds; provided,  however,
   that no  Participant shall  be obligated  to  pay to  the  respective
   Issuing Bank its RL  Percentage of such  unreimbursed amount for  any
   wrongful payment made by such Issuing  Bank under a Letter of  Credit
   issued by it as  a result of acts  or omissions constituting  willful
   misconduct or gross negligence on the  part of such Issuing Bank  (as
   finally determined by a court of competent jurisdiction).  If and  to
   the extent such Participant shall not have so made its RL  Percentage
   of the amount  of such payment  available to  the respective  Issuing
   Bank, such Participant agrees to pay to such Issuing Bank,  forthwith
   on demand such amount, together with  interest thereon, for each  day
   from such date  until the date  such amount is  paid to such  Issuing
   Bank at the overnight Federal Funds Rate for the first three days and
   at the  interest rate  applicable to  Base Rate  Loans for  each  day
   thereafter.  The failure of any Participant to make available to  the
   respective Issuing Bank its  RL Percentage of  any payment under  any
   Letter of  Credit shall  not relieve  any  other Participant  of  its
   obligation hereunder to make  available to such  Issuing Bank its  RL
   Percentage of any Letter of Credit on the date required, as specified
   above, but no Participant shall be responsible for the failure of any
   other Participant to make available to  such Issuing Bank such  other
   Participant's RL Percentage of any such payment.
<PAGE>
             (d)  Whenever an Issuing Bank receives a payment of a reim-
   bursement obligation as to  which it has  received any payments  from
   the Participants  pursuant to  clause  (c) above, such  Issuing  Bank
   shall pay  to  each Participant  which  has paid  its  RL  Percentage
   thereof, in Dollars and  in same day funds,  an amount equal to  such
   Participant's share (based  upon the  proportionate aggregate  amount
   originally funded by such Participant to the aggregate amount  funded
   by all Participants)  of the principal  amount of such  reimbursement
   obligation and interest  thereon accruing after  the purchase of  the
   respective participations.

             (e)  Upon the request of any Participant, each Issuing Bank
   shall furnish to  such Participant copies  of any  standby Letter  of
   Credit issued by it and such other documentation as may reasonably be
   requested by such Participant.

             (f)  The obligations of the  Participants to make  payments
   to each Issuing Bank with respect  to Letters of Credit issued by  it
   shall  be  irrevocable  and  not  subject  to  any  qualification  or
   exception whatsoever (except as otherwise provided in the proviso  to
   the second sentence of Section 2.04(c))  and shall be made in  accor-
   dance with  the terms  and conditions  of  this Agreement  under  all
   circumstances, including, without  limitation, any  of the  following
   circumstances:

             (i)  any  lack  of  validity  or  enforceability  of   this
        Agreement or any of the other Credit Documents;

            (ii)  the existence of any  claim, setoff, defense or  other
        right which the Borrower or any of its Subsidiaries may have  at
        any time against a beneficiary named in a Letter of Credit,  any
        transferee of any Letter of Credit  (or any Person for whom  any
        such transferee may  be acting), the  Administrative Agent,  any
        Issuing Bank, any Participant, or  any other Person, whether  in
        connection with this Agreement, any Letter of Credit, the trans-
        actions  contemplated  herein  or  any  unrelated   transactions
        (including any underlying  transaction between  the Borrower  or
        any Subsidiary of the Borrower and the beneficiary named in  any
        such Letter of Credit);

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

            (iv)  the surrender or  impairment of any  security for  the
        performance or observance  of any  of the  terms of  any of  the
        Credit Documents; or

             (v)  the occurrence of any Default or Event of Default.
<PAGE>
             2.05  Agreement  to  Repay   Letter  of  Credit   Drawings.
   (a)  The Borrower agrees  to reimburse each  Issuing Bank, by  making
   payment to the  Administrative Agent  in Dollars  and in  immediately
   available  funds  at   the  Payment  Office,   for  any  payment   or
   disbursement made by  such Issuing Bank  under any  Letter of  Credit
   issued by it (each such amount  so paid until reimbursed, an  "Unpaid
   Drawing"), not later than one Business Day following the date of such
   payment or disbursement, with interest on the amount so paid or  dis-
   bursed by such Issuing  Bank, to the extent  not reimbursed prior  to
   2:00 P.M. (New York time) on the date of such payment or disbursement
   (or to the extent such Unpaid  Drawing is repaid with a Borrowing  of
   Base Rate Loans pursuant to clause  (ii) of the proviso below),  from
   and including the date  paid or disbursed to  but excluding the  date
   such Issuing Bank was reimbursed by  the Borrower therefor at a  rate
   per annum which shall be the Base  Rate in effect from time to  time;
   provided, however, (i) to the extent such amounts are not  reimbursed
   prior to  2:00  P.M.  (New York  time)  on  the  third  Business  Day
   following the date  of such payment  or disbursement, interest  shall
   thereafter accrue on the amounts so paid or disbursed by such Issuing
   Bank (and until reimbursed by the Borrower) at a rate per annum which
   shall be the  Base Rate  in effect  from time  to time  plus 2%  (but
   without duplication of any amounts paid pursuant to Section 1.08(c)),
   in each such case, with interest to be payable on demand and (ii) (x)
   unless the Borrower shall have notified the Administrative Agent  and
   the respective Issuing Bank  prior to 12:00 Noon  (New York time)  on
   the date of  such payment  or disbursement  (to the  extent that  the
   amount thereof  equals  or  exceeds  $1,000,000)  that  the  Borrower
   intends to reimburse such Issuing Bank for the amount of such Drawing
   with funds other than the proceeds  of Revolving Loans, then so  long
   as all of the conditions precedent set forth in Section 6.02 are then
   satisfied, the Borrower shall be deemed to have given a timely Notice
   of Borrowing to the Administrative Agent for a Borrowing of Revolving
   Loans constituting  Base Rate  Loans to  be made  on the  immediately
   succeeding Business Day in the amount of such Drawing and (y) so long
   as all of the conditions precedent set forth in Section 6.02 are then
   satisfied, each Bank  shall, in  accordance with  Section 1.04,  make
   available to the Administrative  Agent its pro  rata portion of  such
   Borrowing on such immediately succeeding  Business Day (and with  the
   proceeds thereof to be applied  directly by the Administrative  Agent
   to reimburse  such Issuing  Bank for  the  amount of  such  Drawing),
   provided further,  however,  that  if  for  any  reason  proceeds  of
   Revolving Loans are not so received by such Issuing Bank in an amount
   equal to  such Drawing,  the Borrower  shall reimburse  such  Issuing
   Bank, on demand, in an  amount equal to the  excess of the amount  of
   such Drawing over the  aggregate amount of  such Revolving Loans,  if
   any, which  are  so received.    Each  Issuing Bank  shall  give  the
   Borrower and the Administrative Agent  prompt written notice of  each
   Drawing under any Letter  of Credit issued by  it, provided that  the
   failure to give  any such notice  shall in no  way affect, impair  or
   diminish the Borrower's obligations hereunder.
<PAGE>
             (b)  The obligations  of the  Borrower under  this  Section
   2.05 to reimburse each Issuing Bank  with respect to Unpaid  Drawings
   (including, in each  case, interest  thereon) shall  be absolute  and
   unconditional under any and all circumstances and irrespective of any
   setoff, counterclaim or  defense to  payment which  the Borrower  may
   have or  have had  against any  Bank (including  in its  capacity  as
   issuer of the Letter of Credit or as Participant), including, without
   limitation, any  defense based  upon the  failure of  any drawing  or
   payment under a Letter of Credit (each a "Drawing") to conform to the
   terms of the Letter of Credit or any nonapplication or misapplication
   by the  beneficiary  of  the  proceeds  of  such  Drawing;  provided,
   however, that the Borrower  shall not be  obligated to reimburse  the
   respective Issuing Bank for any wrongful payment made by such Issuing
   Bank under a Letter  of Credit issued by  it as a  result of acts  or
   omissions constituting willful misconduct or gross negligence on  the
   part of  such Issuing  Bank  (as finally  determined  by a  court  of
   competent jurisdiction).
<PAGE>
             2.06  Increased Costs.  If any Issuing Bank or  Participant
   determines that the introduction of or  any change in any  applicable
   law,  rule,  regulation,  order,  guideline  or  request  or  in  the
   interpretation  or  administration  thereof   by  the  NAIC  or   any
   governmental   authority   charged   with   the   interpretation   or
   administration  thereof,  or  compliance  by  such  Issuing  Bank  or
   Participant with any request or directive by the NAIC or by any  such
   authority (whether or  not having  the force  of law),  in each  case
   after the  date  hereof,  shall either  (i) impose,  modify  or  make
   applicable  any  reserve,  deposit,   capital  adequacy  or   similar
   requirement against letters of credit issued by such Issuing Bank  or
   participated in by such Participant, or  (ii) impose on such  Issuing
   Bank or  Participant  any  other  conditions  relating,  directly  or
   indirectly, to this Agreement; and the result of any of the foregoing
   is to increase the cost to such Issuing Bank or Participant of  issu-
   ing, maintaining or participating in any Letter of Credit, or  reduce
   the amount of any sum received or receivable by such Issuing Bank  or
   Participant hereunder or  reduce the rate  of return  on its  capital
   with respect to Letters of Credit (except for changes in the rate  of
   tax on, or determined by reference  to, the net income or profits  of
   such Issuing Bank or Participant, or  any franchise tax based on  the
   net income or profits of such Issuing Bank or Participant, in  either
   case pursuant to the laws of  the jurisdiction in which it is  organ-
   ized or in which its principal office or applicable lending office is
   located  or  any  subdivision   thereof  or  therein),  but   without
   duplication of any amounts  payable in respect  of Taxes pursuant  to
   Section 4.04(a), then, upon the delivery of the certificate  referred
   to below to the Borrower by such Issuing Bank or Participant (a  copy
   of which certificate shall be sent  by such Issuing Bank or  Partici-
   pant to the Administrative Agent), the Borrower shall, subject to the
   provisions of Section 13.17 (to the  extent applicable), pay to  such
   Issuing Bank or Participant such additional amount or amounts as will
   compensate such Issuing Bank or  Participant for such increased  cost
   or reduction in  the amount receivable  or reduction on  the rate  of
   return on its capital.  Each Issuing Bank or Participant, upon deter-
   mining that any additional amounts will be payable to it pursuant  to
   this Section 2.06,  will give prompt  written notice  thereof to  the
   Borrower, which notice shall include  a certificate submitted to  the
   Borrower by  such  Issuing  Bank or  Participant  (a  copy  of  which
   certificate shall be sent by such Issuing Bank or Participant to  the
   Administrative Agent), setting forth  in reasonable detail the  basis
   for the calculation of such additional amount or amounts necessary to
   compensate such Issuing  Bank or  Participant.   The certificate  re-
   quired to be delivered  pursuant to this  Section 2.06 shall,  absent
   manifest error, be final and conclusive and binding on the Borrower.

<PAGE>
             SECTION  3.  Commitment  Commission;  Fees;  Reductions  of
   Commitment.

             3.01  Fees.    (a)  The  Borrower  agrees  to  pay  to  the
   Administrative Agent for distribution to each Non-Defaulting Bank,  a
   commitment commission (the  "Commitment Commission")  for the  period
   from and  including the  Effective Date  to but  excluding the  Final
   Maturity Date (or such earlier date on which the Total Revolving Loan
   Commitment shall have been terminated), computed  at a rate for  each
   day equal to the Applicable  Commitment Commission Percentage on  the
   daily average  Unutilized  Revolving  Loan Commitment  of  such  Non-
   Defaulting Bank.   Accrued  Commitment Commission  shall be  due  and
   payable quarterly in arrears  on each Quarterly  Payment Date and  on
   the Final Maturity  Date (or  such earlier  date on  which the  Total
   Revolving Loan Commitment shall have been terminated).

             (b)  The Borrower agrees to pay to the Administrative Agent
   for distribution to each Bank (based  on each such Bank's  respective
   RL Percentage) a fee in respect of each Letter of Credit issued here-
   under (the "Letter of Credit Fee") for the period from and  including
   the date of issuance  of such Letter of  Credit to and including  the
   date of termination or expiration of such Letter of Credit,  computed
   at a rate per  annum equal to the  Applicable Eurodollar Rate  Margin
   then in effect on the daily  Stated Amount of such Letter of  Credit.
   Accrued Letter of Credit Fees shall  be due and payable quarterly  in
   arrears on each Quarterly Payment Date and on the first day after the
   termination of  the Total  Revolving Loan  Commitment upon  which  no
   Letters of Credit remain outstanding.

             (c)  The Borrower agrees to pay  to each Issuing Bank,  for
   its own account,  a facing fee  in respect of  each Letter of  Credit
   issued by  such Issuing  Bank hereunder  (the "Facing  Fee") for  the
   period from and  including the  date of  issuance of  such Letter  of
   Credit to and including the date of termination or expiration of such
   Letter of Credit, computed at a rate per  annum equal to / of 1%  (or
   such lesser percentage as shall be  agreed to in writing between  the
   Borrower and the respective Issuing Bank) on the daily Stated  Amount
   of such Letter  of Credit,  provided that  in any  event the  minimum
   amount of the  Facing Fee  payable in any  12 month  period for  each
   Letter of Credit  shall be $500  (or such lesser  amount as shall  be
   agreed to in writing between the Borrower and the respective  Issuing
   Bank); it being agreed that, on the date of issuance of any Letter of
   Credit and on each  anniversary thereof prior  to the termination  of
   such Letter of Credit,  if $500 (or such  lesser amount, as the  case
   may be) will exceed the amount  of Facing Fees that will accrue  with
   respect to such Letter  of Credit for  the immediately succeeding  12
   month period, the full $500 (or  such lesser amount, as the case  may
   be) shall be payable on the date of issuance of such Letter of Credit
   and on each such anniversary thereof.   Except as otherwise  provided
   in the proviso to the immediately preceding sentence, accrued  Facing
   Fees shall be due and payable quarterly in arrears on each  Quarterly
   Payment Date and  upon the  first day  after the  termination of  the
   Total Revolving  Loan  Commitment upon  which  no Letters  of  Credit
   remain outstanding.
<PAGE>
             (d)  The Borrower agrees to pay  to each Issuing Bank,  for
   its own account, upon each payment  under, issuance of, or  amendment
   to, any Letter of Credit,  such amount as shall  at the time of  such
   event be the administrative charge and the reasonable expenses  which
   such Issuing  Bank  is generally  imposing  in connection  with  such
   occurrence with respect to letters of credit.

             (e)  The Borrower  agrees  to pay  to  the Agents  and  the
   Banks, for their own account, such other fees as have been agreed  to
   in writing by the Borrower and the Agents.

             3.02  Voluntary  Termination  of  Unutilized   Commitments.
   (a)  Upon at least  one Business Day's  prior written  notice to  the
   Administrative  Agent  at  the   Notice  Office  (which  notice   the
   Administrative Agent shall promptly transmit  to each of the  Banks),
   the Borrower shall have the right, at any time or from time to  time,
   without premium or penalty, to terminate the Total Unutilized Revolv-
   ing Loan Commitment, in  whole or in part,  pursuant to this  Section
   3.02(a), in an amount  equal to at least  $2,000,000 and in  integral
   multiples of $1,000,000  in excess thereof,  in the  case of  partial
   reductions  to  the  Total  Unutilized  Revolving  Loan   Commitment,
   provided that  each such  reduction  shall apply  proportionately  to
   permanently reduce the Revolving Loan Commitment of each Bank.

             (b)  In the event  of a  refusal by  a Bank  to consent  to
   certain proposed changes,  waivers, discharges  or terminations  with
   respect to this Agreement  which have been  approved by the  Required
   Banks as  (and  to the  extent)  provided in  Section  13.12(b),  the
   Borrower may,  subject to  its compliance  with the  requirements  of
   Section 13.12(b), upon  five Business Days'  prior written notice  to
   the Administrative  Agent  at the  Notice  Office (which  notice  the
   Administrative Agent shall  promptly transmit to  each of the  Banks)
   terminate the Revolving Loan Commitment of such Bank, so long as  all
   Revolving Loans, together with accrued and unpaid interest, Fees  and
   all other amounts, owing  to such Bank  are repaid concurrently  with
   the effectiveness of such termination pursuant to Section 4.01(b) (at
   which time  Schedule  I shall  be  deemed modified  to  reflect  such
   changed amounts),  and  at  such time,  such  Bank  shall  no  longer
   constitute a  "Bank"  for purposes  of  this Agreement,  except  with
   respect to indemnifications under this Agreement (including,  without
   limitation, Sections 1.10, 1.11, 2.06, 4.04, 12.06 and 13.01),  which
   shall survive as to such repaid Bank.

             3.03  Mandatory Reduction of  Commitments.  (a)  The  Total
   Revolving Loan Commitment (and the Revolving Loan Commitment of  each
   Bank) shall terminate in  their entirety on  October 31, 1997  unless
   the Effective Date has occurred on or before such date.
<PAGE>
             (b)  In  addition   to  any   other  mandatory   commitment
   reductions pursuant to this Section 3.03,  on the third Business  Day
   following each date on or after the Effective Date on which  Holdings
   or any  of its  Subsidiaries receives  Cash Proceeds  from any  Asset
   Sale, the  Total  Revolving  Loan  Commitment  shall  be  permanently
   reduced by an amount equal to 100% of the Net Sale Proceeds from such
   Asset Sale, provided that such Net Sale Proceeds shall not give  rise
   to a reduction  to the Total  Revolving Loan  Commitment pursuant  to
   this Section 3.03(b) on  such date to the  extent that no Default  or
   Event of Default then exists and the Borrower delivers a  certificate
   to the Administrative  Agent on or  prior to such  date stating  that
   such Net Sale Proceeds shall be used to purchase assets used or to be
   used in the businesses permitted pursuant to Section 9.14 within  365
   days following the  date of receipt  of such Net  Sale Proceeds  from
   such Asset Sale (which certificate shall  set forth the estimates  of
   the proceeds to be so expended), and provided further, that if all or
   any portion of such Net Sale Proceeds are not so used within such 365
   day period, the Total Revolving Loan Commitment shall be  permanently
   reduced on the last  day of such  period by an  amount equal to  such
   remaining portion.

             (c)  In  addition   to  any   other  mandatory   commitment
   reductions pursuant to this  Section 3.03, on each  date on or  after
   the Effective  Date on  which Holdings  or  any of  its  Subsidiaries
   receives any cash  proceeds from any  incurrence of Indebtedness  for
   borrowed money (other than Indebtedness for borrowed money  permitted
   to be incurred pursuant to Section 9.04 as such Section is in  effect
   on the Effective Date)  by Holdings or any  of its Subsidiaries,  the
   Total Revolving Loan Commitment shall be permanently reduced on  such
   date by an amount equal to (i) 100% of the Net Debt Proceeds from the
   respective incurrence of Indebtedness  if on the  date of receipt  of
   such Net Debt  Proceeds (and after  giving effect  to the  incurrence
   thereof and the  application of  the proceeds  thereof) the  Leverage
   Ratio is equal to or  greater than 2.50:1.00 or  (ii) 50% of the  Net
   Debt Proceeds from  the respective incurrence  of Indebtedness if  on
   the date  of receipt  of such  Net Debt  Proceeds (and  after  giving
   effect to the incurrence thereof and the application of the  proceeds
   thereof) the Leverage Ratio is less than 2.50:1.00.

             (d)  In  addition   to  any   other  mandatory   commitment
   reductions pursuant to  this Section 3.03,  within 10 days  following
   each date on or after the Effective Date on which Holdings or any  of
   its Subsidiaries receives any cash proceeds from any Recovery  Event,
   the Total Revolving Loan Commitment  shall be permanently reduced  on
   such date by an amount equal to 100% of the Net Insurance Proceeds of
   such Recovery Event, provided that so long as no Default or Event  of
   Default then exists, such proceeds shall not give rise to a reduction
   to the  Total  Revolving Loan  Commitment  pursuant to  this  Section
   3.03(d) on such date to the extent that the Borrower has delivered  a
   certificate to  the Administrative  Agent on  or prior  to such  date
   stating that such proceeds  shall be used to  replace or restore  any
   properties or  assets in  respect of  which such  proceeds were  paid
   within 365 days following the date of receipt of such proceeds (which
   certificate shall set forth  the estimates of the  proceeds to be  so
   expended), and provided further, that if  all or any portion of  such
   proceeds are  not so  used  within such  365  day period,  the  Total
   Revolving Loan Commitment  shall be permanently  reduced on the  last
   day of such period by an amount equal to such remaining portion.
<PAGE>
             (e)  In  addition   to  any   other  mandatory   commitment
   reductions pursuant to this  Section 3.03, on each  date on or  after
   the Effective  Date on  which Holdings  or  any of  its  Subsidiaries
   receives any cash proceeds from any  return of any surplus assets  of
   any Pension Plan of  Holdings or any of  its Subsidiaries, the  Total
   Revolving Loan Commitment shall be  permanently reduced on such  date
   by an amount  equal to  100% of the  Net Reversion  Amount from  such
   return of surplus assets.

             (f)  In  addition   to  any   other  mandatory   commitment
   reductions pursuant to this  Section 3.03, in  the event that  Senior
   Subordinated  Notes  in  an  aggregate  principal  amount   exceeding
   $20,000,000 remain outstanding on the Effective Date and after giving
   effect to the  consummation of  the Senior  Subordinated Note  Tender
   Offer, the  Total  Revolving  Loan Commitment  shall  be  permanently
   reduced on such date  by an amount equal  to the aggregate  principal
   amount of all  Senior Subordinated Notes  that remain so  outstanding
   (and not just the portion in excess of $20,000,000).

             (g)  In  addition   to  any   other  mandatory   commitment
   reductions pursuant to  this Section 3.03,  the Total Revolving  Loan
   Commitment (and the  Revolving Loan  Commitment of  each Bank)  shall
   terminate in its entirety on the earlier  of (i) the date on which  a
   Change of Control occurs and (ii) the Final Maturity Date.

             (h)  Each reduction to the Total Revolving Loan  Commitment
   pursuant  to  this  Section  3.03  shall  apply  proportionately   to
   permanently reduce the Revolving Loan Commitment of each Bank.

<PAGE>
             SECTION 4.  Prepayments; Payments; Taxes.

             4.01  Voluntary Prepayments.  (a)  The Borrower shall  have
   the right to prepay the Loans,  without premium or penalty, in  whole
   or in part at any time and from  time to time on the following  terms
   and conditions:  (i) the Borrower shall give the Administrative Agent
   prior to 12:00 Noon (New York time) at the Notice Office (x) at least
   one  Business  Day's  prior  written  notice  (or  telephonic  notice
   promptly confirmed  in writing)  of its  intent to  prepay Base  Rate
   Loans (or same day  notice in the case  of a prepayment of  Swingline
   Loans) and (y) at least three Business Days' prior written notice (or
   telephonic notice promptly  confirmed in  writing) of  its intent  to
   prepay Eurodollar  Loans,  the  amount of  such  prepayment,  whether
   Revolving Loan or Swingline Loans shall  be prepaid and the Types  of
   Loans to be prepaid and, in  the case of Eurodollar Loans, the  spec-
   ific Borrowing or Borrowings pursuant to which made, which notice the
   Administrative Agent shall,  except in the  case of Swingline  Loans,
   promptly transmit  to each  of the  Banks;  (ii) each  prepayment  of
   Eurodollar Loans  pursuant to  this Section  4.01(a) shall  be in  an
   aggregate principal  amount  of  at  least  $5,000,000  and  integral
   multiples of $1,000,000  in excess thereof,  each prepayment of  Base
   Rate Loans  (other than  Swingline Loans)  pursuant to  this  Section
   4.01(a) shall  be  in  an aggregate  principal  amount  of  at  least
   $2,000,000 and integral multiples of $500,000 in excess thereof,  and
   each prepayment of Swingline Loans  pursuant to this Section  4.01(a)
   shall be  in an  aggregate principal  amount  of at  least  $100,000,
   provided that  if any  partial prepayment  of Eurodollar  Loans  made
   pursuant to  any Borrowing  shall  reduce the  outstanding  principal
   amount of  Eurodollar Loans  made pursuant  to such  Borrowing to  an
   amount less  than the  Minimum Borrowing  Amount applicable  thereto,
   then such Borrowing may not be continued as a Borrowing of Eurodollar
   Loans and any  election of an  Interest Period  with respect  thereto
   given by the Borrower shall have  no force or effect; and (iii)  each
   prepayment pursuant  to  this  Section  4.01(a)  in  respect  of  any
   Revolving Loans made  pursuant to a  Borrowing shall  be applied  pro
   rata among  such Revolving  Loans, provided  that at  the  Borrower's
   election  in  connection  with  any  prepayment  of  Revolving  Loans
   pursuant to  this  Section  4.01(a), such  prepayment  shall  not  be
   applied to any Revolving Loan of a Defaulting Bank.

             (b)  In the event  of a  refusal by  a Bank  to consent  to
   certain proposed changes,  waivers, discharges  or terminations  with
   respect to this Agreement  which have been  approved by the  Required
   Banks as  (and  to the  extent)  provided in  Section  13.12(b),  the
   Borrower may, upon five  Business Days' prior  written notice to  the
   Administrative  Agent  at  the   Notice  Office  (which  notice   the
   Administrative Agent shall  promptly transmit to  each of the  Banks)
   repay all Revolving  Loans of such  Bank, together  with accrued  and
   unpaid interest, Fees and other amounts owing to such Bank in  accor-
   dance with, and subject to the requirements of, said Section 13.12(b)
   so long  as  (A)  the  Revolving Loan  Commitment  of  such  Bank  is
   terminated concurrently  with  such  repayment  pursuant  to  Section
   3.02(b) (at which time Schedule I shall be deemed modified to reflect
   the changed Revolving Loan Commitments) and (B) the consents, if any,
   required under  Section 13.12(b)  in connection  with  the  repayment
   pursuant to this clause (b) have been obtained.
<PAGE>
             4.02  Mandatory Repayments.   (a) On any day  on which  the
   sum  of  (I)  the  aggregate  outstanding  principal  amount  of  all
   Revolving Loans (after giving effect to all other repayments  thereof
   on such date), (II) the aggregate outstanding principal amount of all
   Swingline Loans (after giving effect to all other repayments  thereof
   on such date) and (III) the aggregate amount of all Letter of  Credit
   Outstandings exceeds the Total Revolving  Loan Commitment as then  in
   effect, the  Borrower  shall prepay  on  such day  the  principal  of
   Swingline Loans and, after  all Swingline Loans  have been repaid  in
   full, Revolving Loans in an amount  equal to such excess.  If,  after
   giving effect to  the prepayment of  all outstanding Swingline  Loans
   and Revolving Loans,  the aggregate amount  of the  Letter of  Credit
   Outstandings exceeds the Total Revolving  Loan Commitment as then  in
   effect, the Borrower  shall pay to  the Administrative  Agent at  the
   Payment Office on such day an amount of cash and/or Cash  Equivalents
   equal to the amount of such excess  (up to a maximum amount equal  to
   the Letter of  Credit Outstandings at  such time),  such cash  and/or
   Cash Equivalents to be  held as security for  all obligations of  the
   Borrower to the Issuing Banks and the Banks hereunder pursuant to the
   Collateral Account Agreement.

             (b)  With respect to each repayment of Revolving Loans  re-
   quired by this Section 4.02, the Borrower may designate the Types  of
   Revolving Loans which are to be repaid and, in the case of Eurodollar
   Loans, the specific Borrowing or  Borrowings pursuant to which  made,
   provided that:  (i) repayments of  Eurodollar Loans pursuant to  this
   Section 4.02 may only be made on  the last day of an Interest  Period
   applicable thereto unless all Eurodollar Loans with Interest  Periods
   ending on such  date of required  repayment and all  Base Rate  Loans
   have been paid  in full; (ii)  if any repayment  of Eurodollar  Loans
   made pursuant  to a  single Borrowing  shall reduce  the  outstanding
   Eurodollar Loans made pursuant  to such Borrowing  to an amount  less
   than the Minimum Borrowing Amount applicable thereto, such  Borrowing
   shall be converted  at the end  of the then  current Interest  Period
   into a Borrowing of Base Rate Loans; and (iii) each repayment of  any
   Revolving Loans made  pursuant to a  Borrowing shall  be applied  pro
   rata among such Revolving Loans.  In the absence of a designation  by
   the  Borrower   as  described   in   the  preceding   sentence,   the
   Administrative  Agent  shall,  subject   to  the  above,  make   such
   designation in its sole discretion.

             (c)  Notwithstanding anything to the contrary contained  in
   this Agreement  or  in  any  other  Credit  Document,  (i)  all  then
   outstanding Revolving  Loans shall  be repaid  in full  on the  Final
   Maturity Date,  (ii) all then  outstanding Swingline  Loans shall  be
   repaid in  full on  the  Swingline Expiry  Date  and (iii)  all  then
   outstanding Loans shall  be repaid  in full on  the date  on which  a
   Change of Control occurs.
<PAGE>
             4.03  Method and  Place of  Payment.   Except as  otherwise
   specifically provided herein,  all payments under  this Agreement  or
   under any Note  shall be  made to  the Administrative  Agent for  the
   account of the  Bank or Banks  entitled thereto not  later than  1:00
   P.M. (New  York time)  on the  date when  due and  shall be  made  in
   Dollars  in  immediately  available  funds  at  the  Payment  Office.
   Whenever any payment to be made hereunder or under any Note shall  be
   stated to be due on a day which is  not a Business Day, the due  date
   thereof shall be extended  to the next  succeeding Business Day  and,
   with respect to payments of principal,  interest shall be payable  at
   the applicable rate during such extension.

             4.04  Net Payments.  (a)  All payments made by the Borrower
   hereunder or under any Note will be made without setoff, counterclaim
   or other defense.   Except as provided in  Section 4.04(b), all  such
   payments will be  made free and  clear of, and  without deduction  or
   withholding for,  any  present  or  future  taxes,  levies,  imposts,
   duties, fees, assessments or other charges of whatever nature now  or
   hereafter imposed by any jurisdiction or by any political subdivision
   or taxing authority thereof or therein with respect to such  payments
   (but excluding, except as provided in the second succeeding sentence,
   any tax imposed on or measured by the net income or profits of a Bank
   pursuant to  the laws  of  the jurisdiction  in  which such  Bank  is
   organized or  the  jurisdiction  in which  the  principal  office  or
   applicable lending office of such Bank is located or any  subdivision
   thereof  or  therein)   and  all  interest,   penalties  or   similar
   liabilities with respect to such non-excluded taxes, levies, imposts,
   duties, fees,  assessments or  other charges  (all such  non-excluded
   taxes, levies, imposts,  duties, fees, assessments  or other  charges
   being referred to  collectively as  "Taxes").   If any  Taxes are  so
   levied or imposed, the Borrower agrees to pay the full amount of such
   Taxes, and such additional amounts as may be necessary so that  every
   payment of all amounts  due under this Agreement  or under any  Note,
   after withholding or deduction for or  on account of any Taxes,  will
   not be less than the amount provided for herein or in such Note.   If
   any amounts are payable in respect of Taxes pursuant to the preceding
   sentence, the  Borrower  agrees  to reimburse  each  Bank,  upon  the
   written request of such Bank, for taxes imposed on or measured by the
   net income  or profits  of such  Bank  pursuant to  the laws  of  the
   jurisdiction in  which  such  Bank  is  organized  or  in  which  the
   principal office or applicable lending office of such Bank is located
   or under the laws of any political subdivision or taxing authority of
   any such jurisdiction in which such Bank is organized or in which the
   principal office or applicable lending office of such Bank is located
   and for any  withholding of taxes  as such Bank  shall determine  are
   payable by, or withheld from, such  Bank, in respect of such  amounts
   so paid  to or  on behalf  of  such Bank  pursuant to  the  preceding
   sentence and in respect of any amounts  paid to or on behalf of  such
   Bank pursuant to  this sentence.   The Borrower will  furnish to  the
   Administrative Agent within 45 days after the date the payment of any
   Taxes is  due pursuant  to applicable  law  certified copies  of  tax
   receipts evidencing  such  payment by  the  Borrower.   The  Borrower
   agrees to indemnify and hold harmless  each Bank, and reimburse  such
   Bank upon its written request, for the amount of any Taxes so  levied
   or imposed and paid by such Bank.
<PAGE>
             (b)  Each Bank that is not a United States person (as  such
   term is defined in Section 7701(a)(30) of the Code) for U.S.  Federal
   income tax  purposes  agrees  to deliver  to  the  Borrower  and  the
   Administrative Agent on  or prior to  the Effective Date,  or in  the
   case of a Bank that is an assignee or transferee of an interest under
   this  Agreement  pursuant  to  Section  1.13  or  13.04  (unless  the
   respective Bank was  already a  Bank hereunder  immediately prior  to
   such assignment  or transfer),  on the  date  of such  assignment  or
   transfer to such Bank, (i) two accurate and complete original  signed
   copies of Internal Revenue  Service Form 4224  or 1001 (or  successor
   forms) certifying to such Bank's entitlement to a complete  exemption
   from United States  withholding tax with  respect to  payments to  be
   made under this Agreement and under any Note, or (ii) if the Bank  is
   not a "bank" within the meaning  of Section 881(c)(3)(A) of the  Code
   and cannot deliver either Internal Revenue Service Form 1001 or  4224
   (or successor forms) pursuant to clause (i) above, (x) a  certificate
   substantially in  the form  of Exhibit  D  (any such  certificate,  a
   "Section 4.04(b)(ii) Certificate") and (y) two accurate and  complete
   original signed  copies  of Internal  Revenue  Service Form  W-8  (or
   successor form) certifying to such  Bank's entitlement to a  complete
   exemption from United States withholding tax with respect to payments
   of interest to be made under this  Agreement and under any Note.   In
   addition, each Bank agrees that from time to time after the Effective
   Date, when a  lapse in time  or change in  circumstances renders  the
   previous  certification  obsolete  or  inaccurate  in  any   material
   respect,  such   Bank  will   deliver  to   the  Borrower   and   the
   Administrative Agent two  new accurate and  complete original  signed
   copies of Internal Revenue  Service Form 4224  or 1001 (or  successor
   forms), or Form  W-8 (or successor  form) and  a Section  4.04(b)(ii)
   Certificate, as  the case  may be,  and such  other forms  as may  be
   required in order  to confirm or  establish the  entitlement of  such
   Bank to  a continued  exemption from  or reduction  in United  States
   withholding tax with respect to payments under this Agreement and any
   Note, or  such Bank  shall immediately  notify the  Borrower and  the
   Agent of its inability  to deliver any such  Form or Certificate,  in
   which case such Bank shall not  be required to deliver any such  Form
   or Certificate  pursuant to  this Section  4.04(b).   Notwithstanding
   anything to the contrary contained in Section 4.04(a), but subject to
   Section 13.04(b)  and the  immediately succeeding  sentence,  (x) the
   Borrower shall be entitled, to the extent it is required to do so  by
   law, to deduct  or withhold income  or similar taxes  imposed by  the
   United States  (or  any  political subdivision  or  taxing  authority
   thereof or  therein) from  interest, Fees  or other  amounts  payable
   hereunder for the account  of any Bank which  is not a United  States
   person (as such term is defined  in Section 7701(a)(30) of the  Code)
   for U.S. Federal income tax purposes to the extent that such Bank has
   not provided to the Borrower U.S. Internal Revenue Service Forms that
   establish a complete exemption from such deduction or withholding and
   (y) the Borrower shall not be  obligated pursuant to Section  4.04(a)
   hereof to gross-up payments to be made to a Bank in respect of income
   or similar taxes imposed  by the United States  if (I) such Bank  has
   not provided  to  the Borrower  the  Internal Revenue  Service  Forms
   required to  be provided  to the  Borrower pursuant  to this  Section
   4.04(b) or (II) in the case of  a payment, other than interest, to  a
   Bank described in clause (ii) above, to the extent that such Forms do
   not establish a  complete exemption from  withholding of such  taxes.
<PAGE>
   Notwithstanding anything to the  contrary contained in the  preceding
   sentence or elsewhere in this Section 4.04 and except as set forth in
   Section 13.04(b), the Borrower agrees  to pay any additional  amounts
   and to indemnify each Bank in the manner set forth in Section 4.04(a)
   (without regard to  the identity  of the  jurisdiction requiring  the
   deduction or withholding) in respect of  any Taxes deducted or  with-
   held by it as  described in the immediately  preceding sentence as  a
   result of any changes after the Effective Date in any applicable law,
   treaty, governmental rule, regulation, guideline or order, or in  the
   interpretation thereof, relating to  the deducting or withholding  of
   such Taxes.

<PAGE>
             SECTION 5.  Conditions  Precedent  to the  Effective  Date.
   The occurrence of  the Effective Date  pursuant to  Section 13.10  is
   subject to the satisfaction or waiver of the following conditions:

             5.01  Execution of Agreement;  Notes   On or  prior to  the
   Effective Date,  (i) this  Agreement  shall have  been  executed  and
   delivered as provided in Section 13.10 and (ii) there shall have been
   delivered to the Administrative Agent for the account of each of  the
   Banks that has requested a  Revolving Note the appropriate  Revolving
   Note executed by the Borrower and to the Swingline Bank to the extent
   requested thereby, the  Swingline Note executed  by the Borrower,  in
   each case, in the amount, maturity and as otherwise provided herein.

             5.02  Officers' Certificate.  On  the Effective  Date,  the
   Administrative Agent  shall have  received a  certificate, dated  the
   Effective Date and signed on behalf  of the Borrower by the  chairman
   of the board, the chief executive  officer, the president, the  chief
   financial officer or any vice  president of the Borrower,  certifying
   on behalf of  the Borrower  that all  of the  conditions in  Sections
   5.06, 5.07, 5.08,  5.09, 5.10 and  6.02 have been  satisfied on  such
   date.

             5.03  Opinions of  Counsel.  On  the  Effective  Date,  the
   Administrative Agent shall have received  from (i) Latham &  Watkins,
   special counsel to the Credit Parties  (other than the Land  Trusts),
   an opinion  addressed to  the Administrative  Agent, the  Syndication
   Agent, the  Collateral Agent  and each  of the  Banks and  dated  the
   Effective Date covering the matters set forth in Exhibit E-1 and such
   other matters incident to the transactions contemplated herein as any
   Agent may reasonably request, and (ii) internal counsel of  Holdings,
   an opinion  addressed to  the Administrative  Agent, the  Syndication
   Agent, the  Collateral Agent  and each  of the  Banks and  dated  the
   Effective Date covering the matters set forth in Exhibit E-2 and such
   other matters incident to the transactions contemplated herein as any
   Agent may reasonably request.

             5.04  Corporate Documents;  Proceedings; etc.  (a)  On  the
   Effective Date,  the  Administrative  Agent  shall  have  received  a
   certificate from (i) each Credit Party (other than the Land  Trusts),
   dated the Effective Date,  signed on behalf of  such Credit Party  by
   the  chairman  of  the  board,  the  chief  executive  officer,   the
   president, the chief financial officer or any vice president of  such
   Credit Party,  and attested  to by  the  secretary or  any  assistant
   secretary of  such  Credit Party,  in  the  form of  Exhibit  F  with
   appropriate insertions, together  with copies of  the certificate  or
   articles of incorporation (or equivalent organizational document) and
   by-laws of such Credit Party and the resolutions of such Credit Party
   referred to in such certificate and (ii) each Land Trust, dated on or
   prior to the Effective Date and  signed on behalf on such Land  Trust
   by an  authorized  representative thereof,  together  with  certified
   copies of the organizational documents of such Land Trust, and all of
   the foregoing shall be in form and substance reasonably acceptable to
   the Agents.
<PAGE>
             (b)  All corporate,  trust and  legal proceedings  and  all
   instruments  and  agreements  in  connection  with  the  transactions
   contemplated by  this  Agreement and  the  other Documents  shall  be
   reasonably satisfactory in form and substance  to the Agents and  the
   Required Banks, and the Administrative Agent shall have received  all
   information and copies of all documents and papers, including records
   of  corporate  proceedings,  governmental  approvals,  good  standing
   certificates and bring-down  telegrams or facsimiles,  if any,  which
   any Agent reasonably may have requested in connection therewith, such
   documents and  papers where  appropriate to  be certified  by  proper
   corporate, trust or governmental authorities.

             5.05  Shareholders' Agreements; Management Agreements;  Tax
   Sharing  Agreements.    On  or  prior  to  the  Effective  Date,  the
   Administrative Agent shall have received a certificate from  Holdings
   certifying that, with respect to the following documents, there  have
   been no new such documents entered into after November 1, 1996:

            (i)   all  material  agreements  entered  into  by  Holdings
        governing the terms and relative rights of its capital stock and
        any agreements entered into by shareholders relating to Holdings
        with respect  to its  capital stock  (collectively, the  "Share-
        holders' Agreements");

           (ii)   all material management or consulting agreements  with
        members of, or with  respect to, the  management of Holdings  or
        any  of   its   Subsidiaries  (collectively,   the   "Management
        Agreements"); and

          (iii)   all tax  sharing,  tax allocation  and  other  similar
        agreements entered into by Holdings  or any of its  Subsidiaries
        (collectively, the "Tax Sharing Agreements").

             5.06  Senior  Subordinated   Note  Tender   Offer;   Senior
   Subordinated  Note  Consents;  Senior  Subordinated  Note   Indenture
   Supplement.  (a)   On the  Effective Date,  the Borrower  shall  have
   accepted for payment all  Senior Subordinated Notes  issued by it  to
   the  extent  tendered  and  not  withdrawn  pursuant  to  the  Senior
   Subordinated Note Tender  Offer and each  of the  conditions to  such
   purchase as set forth  in the Senior  Subordinated Note Tender  Offer
   Documents  shall  have   been  satisfied  and   not  waived  to   the
   satisfaction of the  Agents and the  Required Banks.   All terms  and
   conditions of  the Senior  Subordinated Note  Tender Offer  shall  be
   reasonably  satisfactory  to  the  Agents  and  the  Required   Banks
   (including, without  limitation, the  maximum tender  price for  such
   Senior Subordinated Notes)  and the Senior  Subordinated Note  Tender
   Offer shall be conducted in  compliance with the Senior  Subordinated
   Note Tender  Offer  Documents  and all  applicable  laws  (including,
   without limitation, Federal and state securities laws).
<PAGE>
        (b)  On the  Effective Date,  in the  event 100%  of the  Senior
   Subordinated Notes have not been accepted for payment by the Borrower
   pursuant to the Senior Subordinated  Note Tender Offer, the  Borrower
   shall have  received  sufficient Senior  Subordinated  Note  Consents
   pursuant to  the Senior  Subordinated  Note Consent  Solicitation  to
   authorize the execution and delivery of the Senior Subordinated  Note
   Indenture Supplement  and  the  Senior  Subordinated  Note  Indenture
   Supplement shall  have  been  duly  executed  and  delivered  by  the
   Borrower and the Senior Subordinated  Note Indenture Trustee and  all
   conditions to the  effectiveness thereof shall  have been  satisfied.
   All of  the terms  and conditions  of  the Senior  Subordinated  Note
   Consent Solicitation  and  the  Senior  Subordinated  Note  Indenture
   Supplement (including, without limitation, the amount of the payments
   made to the holders  of the Senior  Subordinated Notes in  connection
   with the  Senior  Subordinated  Note  Consent  Solicitation  and  the
   amendments  effected  to  the  Senior  Subordinated  Note   Indenture
   pursuant to the Senior Subordinated Note Indenture Supplement)  shall
   be reasonably satisfactory to the Agents  and the Required Banks  and
   in compliance with the Senior Subordinated Note Consent  Solicitation
   Documents and  all applicable  laws (including,  without  limitation,
   Federal and state securities laws).

        (c)  On the Effective Date, there  shall have been delivered  to
   the Administrative  Agent  true  and correct  copies  of  all  Senior
   Subordinated Note Tender Offer Documents and Senior Subordinated Note
   Consent Solicitation Documents  (including executed  versions of  the
   Senior Subordinated Note Indenture  Supplement), all of which  Senior
   Subordinated Note Tender Offer Documents and Senior Subordinated Note
   Consent  Solicitation  Documents  shall  be  in  form  and  substance
   reasonably satisfactory to the  Agents and the  Required Banks.   The
   Administrative Agent shall have received evidence in form, scope  and
   substance satisfactory  to it  that the  matters  set forth  in  this
   Section 5.06 have been satisfied at such time.

             5.07  Bank Refinancing.   On the Effective  Date, the  Bank
   Refinancing shall have been consummated and all documents in  respect
   of, and all Liens securing (and  guaranties of), the Existing  Credit
   Assignment  shall   have   been  released   and/or   terminated,   as
   appropriate, in  each  case to  the  reasonable satisfaction  of  the
   Agents.  The Administrative Agent shall  have received copies of  all
   documents executed in connection with the Bank Refinancing (including
   (i)  proper  UCC-3  (or   the  appropriate  equivalent)   termination
   statements, (ii) releases for any patents, trademarks, copyrights, or
   similar interests  and (iii)  releases for  all mortgages,  leasehold
   mortgages, deeds of trust and leasehold deeds of trust) all of  which
   shall be  in  full  force  and  effect  and  in  form  and  substance
   reasonably satisfactory to the Agents.

             5.08  Synthetic Lease Amendment.   On  the Effective  Date,
   (i) the SL Documents shall have been amended on terms and conditions,
   and pursuant to documentation, reasonably satisfactory to the  Agents
   and the  Required Banks,  (ii) the  Administrative Agent  shall  have
   received true and correct copies of all documentation evidencing such
   amendment, and (iii)  the SL Documents,  as so amended,  shall be  in
   full force and effect and no default or event of default shall  exist
   thereunder.
<PAGE>
             5.09  Adverse   Change,   etc.  (a)  Nothing   shall   have
   occurred (and  neither the  Agents nor  the Banks  shall have  become
   aware of  any facts  or conditions  not previously  known) which  the
   Agents or the Required  Banks shall determine (a)  has had, or  could
   reasonably be  expected to  have, a  material adverse  effect on  the
   rights or remedies of the Banks or  the Agents, or on the ability  of
   any Credit  Party to  perform its  obligations to  the Banks  or  the
   Agents hereunder or under any other  Credit Document or (b) has  had,
   or could reasonably be expected to have, a material adverse effect on
   the Transaction  or on  the business,  operations, property,  assets,
   liabilities or condition (financial or otherwise) of the Borrower and
   the Guarantors taken as a whole.

             (b)  On or  prior  to  the Effective  Date,  all  necessary
   governmental (domestic and foreign) and third party approvals  and/or
   consents in  connection with  the Transaction  and the  other  trans-
   actions contemplated  by  the  Documents and  otherwise  referred  to
   herein or  therein shall  have been  obtained  and remain  in  effect
   (including, without limitation, any  approvals and/or consents  under
   the Illinois Responsible Property Transfer Act).  Additionally, there
   shall not exist  any judgment, order,  injunction or other  restraint
   issued or  filed or  a hearing  seeking  injunctive relief  or  other
   restraint pending or notified prohibiting or imposing materially  ad-
   verse conditions  upon  the  Transaction or  the  other  transactions
   contemplated by this Agreement and  the other Documents or  otherwise
   referred to herein or therein.

             5.10  Litigation.    On the Effective Date, there shall  be
   no actions,  suits  or proceedings  pending  or threatened  (i)  with
   respect to the Transaction, this Agreement  or any other Document  or
   (ii) except  as disclosed  in Schedule  X, which  the Agents  or  the
   Required Banks shall determine could reasonably be expected to have a
   material adverse effect on  (a) the Transaction  or on the  business,
   operations, property, assets, liabilities or condition (financial  or
   otherwise) of the Borrower and the  Guarantors taken as a whole,  (b)
   the rights or remedies of the Banks or the Agents hereunder or  under
   any other Credit Document or (c)  the ability of any Credit Party  to
   perform its  respective  obligations  to  the  Banks  or  the  Agents
   hereunder or under any other Credit Document.

             5.11  Pledge  Agreements.  On  the   Effective  Date,   (i)
   Holdings shall  have  duly  authorized, executed  and  delivered  the
   Holdings Pledge Agreement  in the form  of Exhibit  G-1 (as  amended,
   modified or  supplemented from  time to  time, the  "Holdings  Pledge
   Agreement"), (ii) the Borrower  shall have duly authorized,  executed
   and delivered the Borrower Pledge Agreement in the form of Exhibit G-
   2 (as  amended,  modified or  supplemented  from time  to  time,  the
   "Borrower Pledge  Agreement")  and (iii)  each  Subsidiary  Guarantor
   shall have  duly authorized,  executed and  delivered the  Subsidiary
   Pledge Agreement in the form of Exhibit G-3 (as amended, modified  or
   supplemented from time to  time, the "Subsidiary Pledge  Agreement"),
   and each such  Credit Party shall  have delivered  to the  Collateral
   Agent, as secured party thereunder, all of the Pledged Collateral, if
   any, referred to therein and owned by such Credit Party, (x) endorsed
   in blank in  the case  of notes  or other  evidences of  indebtedness
   constituting Pledged Collateral  and (y) together  with executed  and
   undated stock  powers  in  the case  of  capital  stock  constituting
   Pledged Collateral.
<PAGE>
             5.12  Security  Agreements.  On  the  Effective  Date,  (i)
   Holdings shall  have  duly  authorized, executed  and  delivered  the
   Holdings Security Agreement in the form  of Exhibit H-1 (as  amended,
   modified or supplemented  from time to  time, the "Holdings  Security
   Agreement"), (ii) the Borrower  shall have duly authorized,  executed
   and delivered the Borrower Security Agreement in the form of  Exhibit
   H-2 (as  amended, modified  or supplemented  from time  to time,  the
   "Borrower Security Agreement")  and (iii)  each Subsidiary  Guarantor
   shall have  duly authorized,  executed and  delivered the  Subsidiary
   Security Agreement in the form of  Exhibit H-3 (as amended,  modified
   or  supplemented  from  time   to  time,  the  "Subsidiary   Security
   Agreement"), in each case covering all of such Credit Party's present
   and future Security Agreement Collateral, together with:

           (i)    proper  Financing  Statements   (Form  UCC-1  or   the
        equivalent) fully executed  for filing  under the  UCC or  other
        appropriate filing  offices  of  each  jurisdiction  as  may  be
        necessary or, in the reasonable opinion of the Collateral Agent,
        desirable to  perfect the  security  interests purported  to  be
        created by each Security Agreement;

          (ii)    certified copies  of Form  UCC-11 search  results,  or
        equivalent reports, listing  all effective financing  statements
        that name any Credit Party or any of its Subsidiaries as  debtor
        and that are filed  in the jurisdictions  referred to in  clause
        (i) above, together with copies  of such other financing  state-
        ments that name any Credit Party  or any of its Subsidiaries  as
        debtor (none of which shall cover  the Collateral except to  the
        extent evidencing Permitted  Liens or  in respect  of which  the
        Collateral Agent  shall  have  received  termination  statements
        (Form UCC-3) or  such other termination  statements as shall  be
        required by local law fully executed for filing);

         (iii)    evidence of  the completion  of all  other  recordings
        and filings of, or with respect  to, each Security Agreement  as
        may be necessary or, in the reasonable opinion of the Collateral
        Agent, desirable to perfect  the security interests intended  to
        be created by each such Security Agreement; and

          (iv)    evidence that all other  actions necessary or, in  the
        reasonable opinion of the Collateral Agent, desirable to perfect
        and protect the  security interests purported  to be created  by
        each Security Agreement have been taken.

             5.13  Trademark  Security  Agreements.  On  the   Effective
   Date, (i)  the  Borrower shall  have  duly authorized,  executed  and
   delivered the Borrower  Trademark Collateral  Security Agreement  and
   Conditional Assignment  in  the  form of  Exhibit  I-1  (as  amended,
   modified or supplemented from time  to time, the "Borrower  Trademark
   Security Agreement") and  (ii) each Subsidiary  Guarantor shall  have
   duly authorized,  executed  and delivered  the  Subsidiary  Trademark
   Collateral Security Agreement and Conditional Assignment in the  form
   of Exhibit I-2  (as amended, modified  or supplemented  from time  to
   time, the "Subsidiary  Trademark Security Agreement"),  in each  case
   covering all of such Credit Party's present and future Trademark Col-
   lateral, together with:
<PAGE>
           (i)    proper Conditional  Assignments of  Security  Interest
        (in  the  forms  contained  in  each  such  Trademark   Security
        Agreement)  and  Financing   Statements  (Form   UCC-1  or   the
        equivalent), in each  case fully executed  for filing under  the
        UCC or  other  appropriate filing  offices  (including,  without
        limitation, the United  States Patent and  Trademark Office  and
        the United States Copyright Office) as  may be necessary or,  in
        the reasonable  opinion of  the Collateral  Agent, desirable  to
        perfect the security interests purported  to be created by  each
        Trademark Security Agreement;

          (ii)    evidence of  the completion  of all  other  recordings
        and filings  of, or  with respect  to, each  Trademark  Security
        Agreement as may be necessary or,  in the reasonable opinion  of
        the  Collateral  Agent,  desirable   to  perfect  the   security
        interests intended to be created by each such Trademark Security
        Agreement; and

         (iii)    evidence that all other  actions necessary or, in  the
        reasonable opinion of the Collateral Agent, desirable to perfect
        and protect the  security interests purported  to be created  by
        each Trademark Security Agreement have been taken.

             5.14  Collateral Account Agreement.  On the Effective Date,
   the Borrower shall have duly  authorized, executed and delivered  the
   Collateral Account Agreement in  the form of  Exhibit J (as  amended,
   modified, or supplemented from time to time, the "Collateral  Account
   Agreement").

             5.15  Subsidiaries Guaranty.  On  the Effective Date,  each
   Subsidiary  Guarantor  shall  have  duly  authorized,  executed   and
   delivered the  Subsidiaries Guaranty  in the  form of  Exhibit K  (as
   amended,  modified   or  supplemented   from   time  to   time,   the
   "Subsidiaries Guaranty").

             5.16  Mortgages; Title  Insurance; etc.  On  the  Effective
   Date, the Collateral Agent shall have received:

           (i)    fully executed counterparts of Mortgages, in form  and
        substance reasonably satisfactory to the Agents, which Mortgages
        shall cover  the Mortgaged  Properties owned  or leased  by  the
        Credit Parties on the Effective  Date as designated on  Schedule
        III, together with evidence that counterparts of those Mortgages
        encumbering a fee owned  Mortgaged Property have been  delivered
        to the title insurance company insuring  the Lien of such  Mort-
        gages for recording in all places to the extent necessary or, in
        the reasonable opinion  of the Collateral  Agent, desirable,  to
        effectively  create  a  valid  and  enforceable  first  priority
        mortgage lien on each such  Mortgaged Property (subject only  to
        Permitted Liens) in favor of the Collateral Agent (or such other
        trustee as may be required or  desired under local law) for  the
        benefit of the Secured Creditors;
<PAGE>
          (ii)    a  mortgagee title  insurance  policy  (or  a  binding
        commitment with respect  thereto) on each  such fee owned  Mort-
        gaged Property  (the  "Mortgage  Policies") issued  by  a  title
        insurer  reasonably  satisfactory  to  the  Agents  in   amounts
        reasonably satisfactory to  the Agents  assuring the  Collateral
        Agent that the Mortgages on such Mortgaged Properties are  valid
        and enforceable first priority mortgage liens on the  respective
        Mortgaged Properties, free and clear  of all defects and  encum-
        brances except Permitted Liens and such Mortgage Policies  shall
        otherwise be in  form and substance  reasonably satisfactory  to
        the Agents, and  shall include, as  appropriate, an  endorsement
        for future advances  under this Agreement  and the Notes,  shall
        not include an exception for mechanics' liens, shall provide for
        affirmative insurance  and such  reinsurance as  the Agents  may
        reasonably request and shall provide  for any other matter  that
        Agents may reasonably request;

         (iii)    such  landlord  waivers,   consents  and/or   estoppel
        certificates as the Agents may have reasonably requested and  as
        the Borrower  may have  reasonably been  able to  obtain,  which
        landlord waivers, consents and/or estoppel certificates shall be
        in form and substance reasonably satisfactory to the Agents; and

          (iv)    certified copies of the  land trust agreement and  all
        related documentation with  respect to any  Land Trust by  which
        title to  any of  the Mortgaged  Properties is  held,  including
        evidence  of  the  release  of  any  collateral  assignments  of
        beneficial interests with respect  thereto and certified  copies
        of authorization by  the Borrower  for execution  of all  Credit
        Documents by the Land Trustee.   Pursuant to Section 90/4(b)  of
        the Illinois  Responsible Property  Transfer  Act of  1988,  the
        parties hereto acknowledge that they understand the purpose  and
        intent of the environmental disclosure required pursuant to such
        statute and hereby waive the 30-day time periods with respect to
        notice of such disclosure.

             5.17  SL Credit Documents.  (a) On the Effective Date,  the
   SL Lessor shall have duly authorized,  executed and delivered the  SL
   Guaranty  in  the  form  of  Exhibit  L  (as  amended,  modified   or
   supplemented from time to time, the "SL Lessor Guaranty").

        (b)  On the  Effective  Date,  the SL  Lessor  shall  have  duly
   authorized, executed  and delivered  amendments  to the  existing  SL
   Lessor  Collateral  Documents  in   form  and  substance   reasonably
   satisfactory to the Agents and the Required Banks.

             5.18  Intercreditor Agreement.  On the Effective Date,  the
   SL Agent, the  Collateral Agent  and the  SL Lessor  shall have  duly
   authorized, executed and deliver  the Intercreditor Agreement in  the
   form of Exhibit M (as amended, modified or supplemented from time  to
   time, the "Intercreditor Agreement").
<PAGE>
             5.19  Financial  Statements;  Pro   Forma  Balance   Sheet;
   Projections.  On or prior to  the Effective Date, the  Administrative
   Agent shall have received true and  correct copies of the  historical
   financial statements, the pro forma balance sheet and the Projections
   referred to in Sections 7.05(a)  and (d), which historical  financial
   statements, pro forma balance sheet and Projections shall be in  form
   and substance reasonably satisfactory to the Agents and the  Required
   Banks.

             5.20  Solvency Certificate; Insurance Certificates.  On the
   Effective Date, the Administrative Agent shall have received:

           (i)    a  solvency  certificate  from  the  chief   financial
        officer of Holdings in the form of Exhibit N; and

          (ii)    certificates of insurance complying with the  require-
        ments of Section  8.03 for the  business and  properties of  the
        Borrower and its Subsidiaries, in form and substance  reasonably
        satisfactory to the Agents and naming the Collateral Agent as an
        additional insured and as loss payee, as applicable, and stating
        that such insurance shall not be  cancelled without at least  30
        days prior  written  notice by  the  respective insurer  to  the
        Collateral Agent.

             5.21  Fees, etc.  On the Effective Date, the Borrower shall
   have paid to the  Agents and the Banks  all costs, fees and  expenses
   (including, without limitation, legal  fees and expenses) payable  to
   such Persons to the extent then due.

<PAGE>
             SECTION 6.  Conditions Precedent to All Credit Events.  The
   obligation of each Bank  to make Loans (including  Loans made on  the
   Effective Date  but  excluding Revolving  Loans  made pursuant  to  a
   Mandatory Borrowing),  and the  obligation of  each Issuing  Bank  to
   issue Letters of Credit, is subject, at the time of each such  Credit
   Event (except as hereinafter indicated),  to the satisfaction of  the
   following conditions:

             6.01  Effective  Date.    The  Effective  Date  shall  have
   occurred.
             6.02  No Default; Representations and  Warranties.  At  the
   time of each such Credit Event  and also after giving effect  thereto
   (i) there shall  exist no  Default or  Event of  Default, (ii)  there
   shall exist no Default (as defined in Annex A to the SL Participation
   Agreement) or  Event of  Default (as  defined in  Annex A  to the  SL
   Participation Agreement) and (iii) all representations and warranties
   contained herein and in the other Credit Documents shall be true  and
   correct in all material respects with the same effect as though  such
   representations and  warranties had  been made  on the  date of  such
   Credit Event (it being understood and agreed that any  representation
   or warranty which by its terms is  made as of a specified date  shall
   be required to be true and  correct in all material respects only  as
   of such specified date).
<PAGE>
             6.03  Notice of Borrowing; Letter  of Credit Request.   (a)
   Prior to the making of each Revolving Loan, the Administrative  Agent
   shall have received a Notice of Borrowing meeting the requirements of
   Section 1.03(a).   Prior to the  making of each  Swingline Loan,  the
   Swingline Bank shall have received the notice referred to in  Section
   1.03(b)(i).

             (b)  Prior to the  issuance of each  Letter of Credit,  the
   Administrative Agent  and  the  respective Issuing  Bank  shall  have
   received a  Letter  of Credit  Request  meeting the  requirements  of
   Section 2.03.

             The acceptance of the benefits  of each Credit Event  shall
   constitute a representation and warranty by Holdings and the Borrower
   to the Administrative Agent and each of the Banks that all the condi-
   tions specified in Section  5 (with respect to  Credit Events on  the
   Effective Date) and in this Section 6 (with respect to Credit  Events
   on or after the Effective Date)  and applicable to such Credit  Event
   exist as of that time.   All of the Notes, certificates, legal  opin-
   ions and other documents and papers  referred to in Section 5 and  in
   this Section 6, unless otherwise specified, shall be delivered to the
   Administrative Agent at the Notice Office for the account of each  of
   the Banks and, except  for the Notes,  in sufficient counterparts  or
   copies for  each of  the Banks  and shall  be in  form and  substance
   reasonably satisfactory to the Agents and the Required Banks.

<PAGE>
             SECTION 7.  Representations, Warranties and Agreements.  In
   order to induce the  Banks to enter into  this Agreement and to  make
   the Loans and  issue (or  participate in)  the Letters  of Credit  as
   provided  herein,  each  of  Holdings  and  the  Borrower  makes  the
   following representations, warranties  and agreements,  in each  case
   after giving effect to  the Transaction, all  of which shall  survive
   the execution and delivery  of this Agreement and  the Notes and  the
   making of the Loans and issuance  of the Letters of Credit, with  the
   occurrence of the Effective  Date and the  occurrence of each  Credit
   Event on or  after the Effective  Date being deemed  to constitute  a
   representation and  warranty  that  the  matters  specified  in  this
   Section 7 are true and correct on and as of the Effective Date and on
   the date of each  such Credit Event (it  being understood and  agreed
   that any representation or warranty which by its terms is made as  of
   a specified date shall be required to be true and correct only as  of
   such specified date).

             7.01  Corporate Status.  Each of  Holdings and each of  its
   Subsidiaries (i) is a duly organized and validly existing corporation
   or, in  the  case of  a  Land Trust,  a  duly organized  and  validly
   existing land trust, in either case  in good standing under the  laws
   of the jurisdiction of  its organization, (ii)  has the corporate  or
   trust power  and authority  to own  its property  and assets  and  to
   transact the business in which it  is engaged and presently  proposes
   to engage  and  (iii) is  duly  qualified  and is  authorized  to  do
   business and  is in  good standing  in  each jurisdiction  where  the
   ownership, leasing or operation of its property or the conduct of its
   business requires such  qualifications except for  failures to be  so
   qualified  which,  individually  or  in  the  aggregate,  could   not
   reasonably be  expected to  have a  material  adverse effect  on  the
   business, operations,  property,  assets,  liabilities  or  condition
   (financial or otherwise) of the Borrower and the Guarantors taken  as
   a whole.

             7.02  Corporate and Other Power and Authority.  Each Credit
   Party has  the corporate  or trust  power and  authority to  execute,
   deliver and perform the terms and provisions of each of the Documents
   to which it is party and  has taken all necessary corporate or  trust
   action to authorize the execution, delivery and performance by it  of
   each of such  Documents.   Each Credit  Party has  duly executed  and
   delivered each of  the Documents to  which it is  party, and each  of
   such Documents constitutes  its legal, valid  and binding  obligation
   enforceable in accordance with its terms,  except to the extent  that
   the enforceability thereof may  be limited by applicable  bankruptcy,
   insolvency,  reorganization,   moratorium  or   other  similar   laws
   generally affecting  creditors' rights  and by  equitable  principles
   (regardless of whether enforcement is sought in equity or at law).
<PAGE>
             7.03  No Violation.   Neither  the execution,  delivery  or
   performance by any  Credit Party of  the Documents to  which it is  a
   party, nor compliance by  it with the  terms and provisions  thereof,
   (i) will contravene any provision of any law, statute, rule or  regu-
   lation or  any order,  writ, injunction  or decree  of any  court  or
   governmental instrumentality, (ii)  will conflict with  or result  in
   any breach of any of the  terms, covenants, conditions or  provisions
   of, or  constitute a  default under,  or result  in the  creation  or
   imposition of  (or  the obligation  to  create or  impose)  any  Lien
   (except pursuant  to the  Security Documents  and the  SL  Collateral
   Documents) upon any of the property  or assets of Holdings or any  of
   its Subsidiaries pursuant  to the  terms of  any material  indenture,
   mortgage, deed of trust, credit agreement  or loan agreement, or  any
   other material agreement, contract  or instrument, to which  Holdings
   or any of its Subsidiaries is  a party or by which  it or any of  its
   property or assets is bound  or to which it  may be subject or  (iii)
   will  violate  any  provision  of  the  certificate  or  articles  of
   incorporation or by-laws (or equivalent organizational documents)  of
   Holdings or any of its Subsidiaries.

             7.04  Approvals.   No  order, consent,  approval,  license,
   authorization or validation of, or filing, recording or  registration
   with (except for (i) those that have otherwise been obtained or  made
   on or prior to the Effective Date and which remain in full force  and
   effect on the Effective Date, (ii)  those filings required under  the
   Security Documents to perfect the security interests created  thereby
   and (iii)  the filing  required by  Section 90/4(b)  of the  Illinois
   Responsible Property  Transfer Act  of 1988),  or exemption  by,  any
   governmental or public body or authority, or any subdivision thereof,
   is required to authorize, or is required in connection with, (i)  the
   execution, delivery and  performance of  any Document  by any  Credit
   Party  or   (ii)   the   legality,  validity,   binding   effect   or
   enforceability of any such Document against any Credit Party.
<PAGE>
             7.05  Financial    Statements;     Financial     Condition;
   Undisclosed Liabilities;  Projections;  etc.   (a)  The  consolidated
   balance sheets of Holdings and its  Subsidiaries and of the  Borrower
   and its Subsidiaries for the fiscal year and nine month period  ended
   on November 2, 1996 and August 9, 1997, respectively, and the related
   consolidated statements  of  income,  cash  flows  and  shareholders'
   equity of Holdings and its Subsidiaries  and of the Borrower and  its
   Subsidiaries for the fiscal  year or nine month  period, as the  case
   may be, ended on such dates,  copies of which have been furnished  to
   the Banks on or  prior to the Effective  Date, present fairly in  all
   material respects the consolidated financial position of Holdings and
   its Subsidiaries  and  of  the  Borrower  and  its  Subsidiaries,  as
   applicable, at the dates of such balance sheets and the  consolidated
   results of the operations  of Holdings and  its Subsidiaries and  the
   Borrower and its Subsidiaries for the  periods covered thereby.   All
   of  the  foregoing  financial   statements  have  been  prepared   in
   accordance with generally accepted accounting principles consistently
   applied subject,  in  the  case  of  the  August  9,  1997  financial
   statements, to  changes  resulting  from audit  and  normal  year-end
   adjustments.  The pro forma  consolidated balance sheets of  Holdings
   and its Subsidiaries and the Borrower  and its Subsidiaries, in  each
   case  as  of  November  1,  1997  and  after  giving  effect  to  the
   Transaction, a copy of which has been furnished to the Banks prior to
   the Effective Date, presents fairly in all material respects the  pro
   forma  consolidated   financial   position  of   Holdings   and   its
   Subsidiaries and the Borrower and its  Subsidiaries, in each case  as
   of November 1, 1997.  Since November  2, 1996, no event or change  of
   any kind or character has occurred that has had, or could  reasonably
   be expected  to have,  a material  adverse  affect on  the  business,
   operations, property, assets, liabilities or condition (financial  or
   otherwise) of the Borrower and the Guarantors taken as a whole.

             (b)  On and  as  of the  Effective  Date and  after  giving
   effect to the  Transaction and  to the  Loans being  incurred on  the
   Effective Date  and  the  Liens created  by  the  Credit  Parties  in
   connection therewith, (a) the sum of the assets, at a fair valuation,
   of each of the  Borrower on a stand-alone  basis and of the  Borrower
   and the Guarantors taken as a  whole will exceed its debts; (b)  each
   of the  Borrower on  a stand-alone  basis and  the Borrower  and  the
   Guarantors taken as a whole has  not incurred and does not intend  to
   incur, and does  not believe  that it  will incur,  debts beyond  its
   ability to pay such debts as such  debts mature; and (c) each of  the
   Borrower on a stand alone basis  and the Borrower and the  Guarantors
   taken as a whole will have  sufficient capital with which to  conduct
   its business.  For purposes of this Section 7.05(b), "debt" means any
   liability on a claim, and "claim" means (i) right to payment, whether
   or not such a right is reduced to judgment, liquidated, unliquidated,
   fixed, contingent, matured,  unmatured, disputed, undisputed,  legal,
   equitable, secured, or unsecured or (ii) right to an equitable remedy
   for breach of  performance if such  breach gives rise  to a  payment,
   whether or not such right to an equitable remedy is reduced to  judg-
   ment, fixed,  contingent, matured,  unmatured, disputed,  undisputed,
   secured or unsecured.   The amount of  contingent liabilities at  any
   time shall be computed as  the amount that, in  the light of all  the
   facts and circumstances existing at such time, represents the  amount
   that can  reasonably  be expected  to  become an  actual  or  matured
   liability.
<PAGE>
             (c)  Except as fully disclosed in the financial  statements
   delivered pursuant to Section 7.05(a), there were as of the Effective
   Date no liabilities or obligations with respect to Holdings or any of
   its Subsidiaries of any nature whatsoever (whether absolute, accrued,
   contingent or otherwise  and whether or  not due)  which, either  in-
   dividually or in aggregate,  could reasonably be  expected to have  a
   material  adverse  affect  on  the  business,  operations,  property,
   assets, liabilities  or condition  (financial  or otherwise)  of  the
   Borrower and the Guarantors  taken as a whole.   As of the  Effective
   Date, neither Holdings nor  the Borrower knows of  any basis for  the
   assertion against it or any of  its Subsidiaries of any liability  or
   obligation of any nature  whatsoever that is  not fully disclosed  in
   the financial statements delivered pursuant to Section 7.05(a) which,
   either individually or in the aggregate, could reasonably be expected
   to have  a  material  adverse affect  on  the  business,  operations,
   property, assets, liabilities or  condition (financial or  otherwise)
   of the Borrower and the Guarantors taken as a whole.

             (d)  On and  as  of  the Effective  Date,  the  Projections
   delivered to the  Agents and the  Banks prior to  the Effective  Date
   have been  prepared  in  good  faith  and  are  based  on  reasonable
   assumptions, and there are no statements  or conclusions in the  Pro-
   jections which  are  based  upon  or  include  information  known  to
   Holdings or the Borrower to be misleading in any material respect  or
   which fail  to  take  into  account  material  information  known  to
   Holdings or the Borrower regarding the matters reported therein.   On
   the Effective Date, each of Holdings  and the Borrower believes  that
   the Projections are reasonable and attainable, it being recognized by
   the Banks, however, that projections as  to future events are not  to
   be viewed as facts and that  the actual results during the period  or
   periods covered  by the  Projections may  differ from  the  projected
   results and that the differences may be material.

             7.06  Litigation.    There   are  no   actions,  suits   or
   proceedings pending or,  to the best  knowledge of  Holdings and  the
   Borrower, threatened  (i)  with  respect  to  the  Transaction,  this
   Agreement or  any  other Document  or  (ii) except  as  disclosed  on
   Schedule X, that  are reasonably likely  to materially and  adversely
   affect the  business, operations,  property, assets,  liabilities  or
   condition (financial or otherwise) of the Borrower and the Guarantors
   taken as a whole.

             7.07  True  and   Complete   Disclosure.      All   factual
   information (taken  as a  whole) furnished  by or  on behalf  of  any
   Credit Party in writing to any Agent or any Bank (including,  without
   limitation, all information contained in the Documents) for  purposes
   of or in connection with this  Agreement, the other Credit  Documents
   or any transaction contemplated herein or  therein is, and all  other
   such factual information (taken as a whole) hereafter furnished by or
   on behalf of any  Credit Party in  writing to any  Agent or any  Bank
   will be, true and accurate in all material respects on the date as of
   which such information is  dated or certified  and not incomplete  by
   omitting to state any fact necessary to make such information  (taken
   as a whole) not  misleading in any material  respect at such time  in
   light of the circumstances under which such information was provided.
<PAGE>
             7.08  Use of  Proceeds;  Margin  Regulations.    (a)    All
   proceeds of  the Loans  shall be  used for  the working  capital  and
   general  corporate  purposes   of  Holdings   and  its   Subsidiaries
   (including, without limitation, to effect the Transaction and to  pay
   fees and expenses incurred in connection therewith).

             (b)  No part of any Credit Event (or the proceeds  thereof)
   will be  used to  purchase or  carry any  Margin Stock  or to  extend
   credit for the  purpose of purchasing  or carrying  any Margin  Stock
   except in  connection  with the  repurchase  of shares  of  stock  of
   Holdings as permitted by Section 9.03.  The value of all Margin Stock
   at any time owned by Holdings and its Subsidiaries does not, and will
   not, exceed  25% of  the value  of  the assets  of Holdings  and  its
   Subsidiaries taken as a  whole.  Neither the  making of any Loan  nor
   the use  of the  proceeds thereof  nor the  occurrence of  any  other
   Credit Event will violate or be  inconsistent with the provisions  of
   Regulation G, T,  U or X  of the Board  of Governors  of the  Federal
   Reserve System.

             7.09  Tax Returns and Payments.  Each of Holdings and  each
   of its  Subsidiaries  has filed  all  federal and  state  income  tax
   returns and all other material tax returns required to be filed by it
   and has paid all material taxes  and assessments payable by it  which
   have become due, except  for those contested in  good faith and  ade-
   quately disclosed and fully provided for on the financial  statements
   of  Holdings  and  its  Subsidiaries  in  accordance  with  generally
   accepted accounting  principles.   Holdings and  each of  its  Subsi-
   diaries have at all  times paid, or  have provided adequate  reserves
   (in the good faith  judgment of the management  of Holdings) for  the
   payment of, all material income taxes applicable for all prior fiscal
   years and for the current fiscal year to date.  There is no  material
   action, suit, proceeding, investigation,  audit or claim now  pending
   or, to the knowledge of Holdings  or the Borrower threatened, by  any
   authority regarding  any taxes  relating to  Holdings or  any of  its
   Subsidiaries.  As of the Effective Date, neither Holdings nor any  of
   its Subsidiaries  has entered  into an  agreement or  waiver or  been
   requested to enter into an agreement or waiver extending any  statute
   of limitations  relating to  the payment  or collection  of taxes  of
   Holdings or any of its Subsidiaries, or is aware of any circumstances
   that would  cause  the taxable  years  or other  taxable  periods  of
   Holdings or any of its Subsidiaries not to be subject to the normally
   applicable statute of limitations.
<PAGE>
             7.10  Compliance with ERISA.  Except to the extent that any
   of the  following, either  individually or  in the  aggregate,  could
   reasonably be  expected to  have a  material  adverse affect  on  the
   business, operations,  property,  assets,  liabilities  or  condition
   (financial or otherwise) of the Borrower and the Guarantors taken  as
   a whole: each  Plan (and each  related trust,  insurance contract  or
   fund) is in compliance with its  terms and with all applicable  laws,
   including, without limitation,  ERISA and  the Code;  each Plan  (and
   each related trust, if any) which  is intended to be qualified  under
   Section 401(a) of the Code has  received a determination letter  from
   the Internal  Revenue  Service  to  the  effect  that  it  meets  the
   requirements of Sections 401(a) and 501(a)  of the Code or a  request
   for such a determination has been submitted and has not been  denied;
   no Reportable Event has  occurred; to the  knowledge of Holdings  and
   the Borrower, no Plan  which is a multiemployer  plan (as defined  in
   Section 4001(a)(3) of  ERISA) is insolvent  or in reorganization;  no
   Plan has an Unfunded Current Liability;  no Plan which is subject  to
   Section 412 of the  Code or Section 302  of ERISA has an  accumulated
   funding deficiency, within the meaning of  such sections of the  Code
   or ERISA, or has applied for  or received a waiver of an  accumulated
   funding deficiency or an extension of any amortization period, within
   the meaning of  Section 412  of the  Code or  Section 303  or 304  of
   ERISA; all contributions required to be  made with respect to a  Plan
   have been  timely  made;  neither  Holdings  nor  any  Subsidiary  of
   Holdings  nor  any  ERISA   Affiliate  has  incurred  any   liability
   (including any indirect, contingent or secondary liability) to or  on
   account of a Plan pursuant to Section 409, 502(i), 502(l), 515, 4062,
   4063, 4064, 4069, 4201, 4204 or 4212 of ERISA or Section  401(a)(29),
   4971 or 4975 of the Code or expects to incur any such liability under
   any of the foregoing sections with respect to any Plan; no  condition
   exists which  presents  a  risk to  Holdings  or  any  Subsidiary  of
   Holdings or any  ERISA Affiliate of  incurring a liability  to or  on
   account of a Plan pursuant to  the foregoing provisions of ERISA  and
   the Code; no proceedings have been instituted to terminate or appoint
   a trustee to  administer any  Plan which is  subject to  Title IV  of
   ERISA; no action, suit,  proceeding, hearing, audit or  investigation
   with respect to  the administration, operation  or the investment  of
   assets of  any  Plan (other  than  routine claims  for  benefits)  is
   pending,  reasonably   expected   or  threatened;   using   actuarial
   assumptions  and  computation  methods  consistent  with  Part  1  of
   subtitle E  of  Title  IV of  ERISA,  the  aggregate  liabilities  of
   Holdings and its Subsidiaries and its  ERISA Affiliates to all  Plans
   which are multiemployer  plans (as defined  in Section 4001(a)(3)  of
   ERISA) in the  event of a  complete withdrawal therefrom,  as of  the
   close of the most recent fiscal year of each such Plan ended prior to
   the date of the most recent Credit Event, would not be material; each
   group health plan (as defined in  Section 607(1) of ERISA or  Section
   4980B(g)(2) of the  Code) which covers  or has  covered employees  or
   former employees  of Holdings,  any Subsidiary  of Holdings,  or  any
   ERISA Affiliate has at all times been operated in compliance with the
   provisions of Part 6 of  subtitle B of Title  I of ERISA and  Section
   4980B of the Code;  no lien imposed  under the Code  or ERISA on  the
   assets of  Holdings  or  any Subsidiary  of  Holdings  or  any  ERISA
   Affiliate exists or is  likely to arise on  account of any Plan;  and
   Holdings and its Subsidiaries may cease contributions to or terminate
   any employee benefit plan maintained by any of them without incurring
   any liability.
<PAGE>
             7.11  The Security Documents.   (a)  At all times prior  to
   the Collateral Release Date, the provisions  of each of the  Security
   Agreements are effective to create in  favor of the Collateral  Agent
   for  the  benefit  of  the  Secured  Creditors  a  legal,  valid  and
   enforceable security interest in all right, title and interest of the
   Credit  Parties  in  the  Security  Agreement  Collateral   described
   therein, and the  Collateral Agent, for  the benefit  of the  Secured
   Creditors, has a fully perfected first lien on, and security interest
   in, all right, title  and interest in all  of the Security  Agreement
   Collateral described  therein to  the extent  the Security  Agreement
   Collateral consists  of the  type of  property  in which  a  security
   interest may be perfected by filing  a financing statement under  the
   UCC as  enacted in  any relevant  jurisdiction, subject  to no  other
   Liens other than Permitted Liens.

             (b)  At all times prior to the Collateral Release Date, the
   provisions of each of the Trademark Security Agreements are effective
   to create in  favor of the  Collateral Agent for  the benefit of  the
   Secured Creditors a legal, valid and enforceable security interest in
   all right, title and interest of the Credit Parties in the  Trademark
   Collateral described  therein,  and  the Collateral  Agent,  for  the
   benefit of the Secured  Creditors, has a  fully perfected first  lien
   on, and security interest in, all right, title and interest in all of
   the Trademark Collateral described therein, subject to no other Liens
   other than  Permitted  Liens.    The  recordation  of  a  Conditional
   Assignment of Security Interest in U.S. Patents and Trademarks in the
   form attached  to each  Trademark Security  Agreement in  the  United
   States Patent and Trademark Office together with filings on Form UCC-
   1 made  pursuant  to  each such  Trademark  Security  Agreement  will
   create, as  may  be  perfected by  such  filing  and  recordation,  a
   perfected security interest  in the registered  United States  trade-
   marks and patents covered by  each such Trademark Security  Agreement
   and the recordation of a Conditional Assignment of Security  Interest
   in U.S. Copyrights in  the form attached  to each Trademark  Security
   Agreement with the United States Copyright Office together with  fil-
   ings on  Form UCC-1  made pursuant  to each  such Trademark  Security
   Agreement will  create,  as  may be  perfected  by  such  filing  and
   recordation, a perfected security  interest in the registered  United
   States copyrights covered by each such Trademark Security Agreement.

             (c)  At all times prior to the Collateral Release Date, the
   security interests  created  in favor  of  the Collateral  Agent,  as
   secured party, for the benefit of  the Secured Creditors, under  each
   of the Pledge Agreements constitute first priority perfected security
   interests in the Pledged Collateral described therein, subject to  no
   security interests  of  any other  Person.   Assuming  the  continued
   possession  by  the  Collateral  Agent  of  the  Pledged   Collateral
   constituting certificates securities,  no filings  or recordings  are
   required in order to perfect (or maintain the perfection or  priority
   of) the security  interests created in  the Pledged Collateral  under
   the Pledge Agreements.
<PAGE>
             (d)  At all times prior to the Collateral Release Date, the
   Mortgages  create,  for  the  obligations  purported  to  be  secured
   thereby, a valid and enforceable  perfected security interest in  and
   mortgage lien on  all of  the Mortgaged  Properties in  favor of  the
   Collateral Agent (or such other trustee as may be required or desired
   under local law) for the benefit  of the Secured Creditors,  superior
   to and prior  to the  rights of all  third persons  (except that  the
   security  interest  and  mortgage  lien  created  in  the   Mortgaged
   Properties may  be  subject  to the  Permitted  Encumbrances  related
   thereto) and subject to no other Liens (other than Permitted  Liens).
   Schedule III contains a true and complete list of each parcel of Real
   Property owned  or leased  by Holdings  and its  Subsidiaries on  the
   Effective Date, and the type of interest therein held by Holdings  or
   such Subsidiary.

             7.12  Properties.  Holdings  and each  of its  Subsidiaries
   have good and marketable  title to all  material properties owned  by
   them, free and clear of all Liens, other than Permitted Liens.

             7.13  Representations and Warranties in the Documents.  All
   representations and warranties set forth in the other Documents  were
   true and correct  in all material  respects at the  time as of  which
   such representations and  warranties were made  (or deemed made)  and
   shall be  true  and  correct  in all  material  respects  as  of  the
   Effective Date and as  of the date  of each Credit  Event as if  such
   representations and warranties were made on and as of each 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.

             7.14  Patents, Licenses, Franchises and Formulas.  Each  of
   Holdings and each of  its Subsidiaries owns or  has the right to  use
   all the  patents, trademarks,  permits, service  marks, trade  names,
   copyrights, licenses, franchises, proprietary information  (including
   but not limited  to rights in  computer programs  and databases)  and
   formulas, or rights with respect to  the foregoing, and has  obtained
   assignments of all leases and other rights of whatever nature, neces-
   sary for  the present  conduct of  its  business, without  any  known
   conflict with the rights  of others which, or  the failure to  obtain
   which, as the case may be, could reasonably be expected to result  in
   a material  adverse effect  on  the business,  operations,  property,
   assets, liabilities  or condition  (financial  or otherwise)  of  the
   Borrower and the Guarantors taken as a whole.

             7.15  Subsidiaries.  As of the Effective Date, Holdings has
   no Subsidiaries other than those Subsidiaries listed on Schedule  IV.
   Schedule IV  correctly sets  forth, as  of  the Effective  Date,  the
   percentage ownership (direct or indirect)  of Holdings in each  class
   of capital stock or other equity of each of its Subsidiaries and also
   identifies the direct owner thereof.
<PAGE>
             7.16  Compliance with Statutes, etc.  Each of Holdings  and
   each of  its  Subsidiaries  is  in  compliance  with  all  applicable
   statutes, regulations and orders of, and all applicable  restrictions
   imposed by, all governmental bodies, domestic or foreign, in  respect
   of the conduct  of its  business and  the ownership  of its  property
   (including applicable statutes, regulations, orders and  restrictions
   relating  to  environmental  standards  and  controls),  except  such
   noncompliances as could not, individually  or in the aggregate,  rea-
   sonably be  expected  to  have  a  material  adverse  effect  on  the
   business, operations,  property,  assets,  liabilities  or  condition
   (financial or otherwise) of the Borrower and the Guarantors taken  as
   a whole.

             7.17  Investment Company Act.  Neither Holdings nor any  of
   its Subsidiaries is an "investment company" or a company "controlled"
   by an  "investment company,"  within the  meaning of  the  Investment
   Company Act of 1940, as amended.

             7.18  Public Utility Holding Company Act.  Neither Holdings
   nor any of its Subsidiaries is a "holding company," or a  "subsidiary
   company" of  a "holding  company," or  an "affiliate"  of a  "holding
   company" or of a "subsidiary company"  of a "holding company"  within
   the meaning of  the Public Utility  Holding Company Act  of 1935,  as
   amended.

             7.19  Environmental Matters.  (a)  Holdings and each of its
   Subsidiaries have complied with, and on the date of each Credit Event
   are in compliance with, all applicable Environmental Laws and the re-
   quirements of  any  permits  issued under  such  Environmental  Laws.
   There are no pending  or, to the best  knowledge of Holdings and  the
   Borrower, threatened Environmental Claims against Holdings or any  of
   its Subsidiaries (including any such claim arising out of the  owner-
   ship or operation by Holdings or any of its Subsidiaries of any  Real
   Property no longer owned or operated  by Holdings or any of its  Sub-
   sidiaries) or any Real Property owned or operated by Holdings or  any
   of its Subsidiaries.  There  are no facts, circumstances,  conditions
   or occurrences with respect to the business or operations of Holdings
   or any of its Subsidiaries, or any Real Property owned or operated by
   Holdings or  any of  its Subsidiaries  (including any  Real  Property
   formerly owned or operated by Holdings or any of its Subsidiaries but
   no longer owned or operated by  Holdings or any of its  Subsidiaries)
   or any property adjoining or adjacent to any such Real Property  that
   could be expected  (i) to form  the basis of  an Environmental  Claim
   against Holdings  or any  of its  Subsidiaries or  any Real  Property
   owned or operated by Holdings or  any of its Subsidiaries or (ii)  to
   cause any Real Property owned or  operated by Holdings or any of  its
   Subsidiaries to  be subject  to any  restrictions on  the  ownership,
   occupancy or transferability of such Real Property by Holdings or any
   of its Subsidiaries under any applicable Environmental Law.
<PAGE>
             (b)  Hazardous  Materials  have  not   at  any  time   been
   generated, used, treated or stored on, or transported to or from, any
   Real Property owned  or operated by  Holdings or any  of its  Subsid-
   iaries where such generation, use, treatment or storage has  violated
   or could be  expected to violate  any Environmental  Law.   Hazardous
   Materials have not  at any  time been Released  on or  from any  Real
   Property owned or  operated by Holdings  or any  of its  Subsidiaries
   where such Release has violated or  could be expected to violate  any
   applicable Environmental Law.

             (c)  Notwithstanding  anything  to  the  contrary  in  this
   Section 7.19 the representations made in this Section 7.19 shall  not
   be untrue unless the effect of all violations, claims,  restrictions,
   failures and noncompliances  of the types  described in this  Section
   7.19  could  reasonably  be  expected  to,  individually  or  in  the
   aggregate,  have  a   material  adverse  effect   on  the   business,
   operations, property, assets, liabilities or condition (financial  or
   otherwise) of the Borrower and the Guarantors taken as a whole.

             7.20  Labor Relations.   Neither  Holdings nor  any of  its
   Subsidiaries is  engaged  in any  unfair  labor practice  that  could
   reasonably be  expected to  have a  material  adverse effect  on  the
   Borrower and the Guarantors taken as a whole.  There is (i) no unfair
   labor practice complaint pending against Holdings or any of its  Sub-
   sidiaries or, to the knowledge of Holdings and the Borrower,  threat-
   ened against any of them, before the National Labor Relations  Board,
   and no grievance or  arbitration proceeding arising  out of or  under
   any collective bargaining agreement is so pending against Holdings or
   any of its Subsidiaries or, to the best knowledge of Holdings and the
   Borrower, threatened  against  any of  them,  (ii) no  strike,  labor
   dispute, slowdown or stoppage is pending  against Holdings or any  of
   its Subsidiaries  or,  to the  best  knowledge of  Holdings  and  the
   Borrower, threatened against Holdings or any of its Subsidiaries  and
   (iii) no union  representation question  exists with  respect to  the
   employees of  Holdings  or  any of  its  Subsidiaries,  except  (with
   respect to any matter specified in  clause (i), (ii) or (iii)  above,
   either individually or in the aggregate) such as could not reasonably
   be expected  to  have a  material  adverse effect  on  the  business,
   operations, property, assets, liabilities or condition (financial  or
   otherwise) of the Borrower and the Guarantors taken as a whole.

             7.21  Indebtedness.  (a) Schedule V  sets forth a true  and
   complete list of all Indebtedness (including Contingent  Obligations)
   of Holdings and its Subsidiaries as  of the Effective Date and  which
   is to  remain  outstanding after  giving  effect to  the  Transaction
   (excluding the Loans, the Letters of Credit, any Senior  Subordinated
   Notes and any Contingent Obligations in respect of the SL  Documents,
   the "Existing  Indebtedness"), in  each  case showing  the  aggregate
   principal amount thereof and the name of the respective borrower  and
   any Credit  Party  or  any of  its  Subsidiaries  which  directly  or
   indirectly guarantees such debt.
<PAGE>
             (b)  So  long  as  any  Senior  Subordinated  Notes  remain
   outstanding, the  subordination provisions  contained in  the  Senior
   Subordinated  Notes  and  in  the  other  Senior  Subordinated   Note
   Documents  are  enforceable  against  the  Borrower,  the  respective
   Subsidiary Guarantors  and the  holders  of the  Senior  Subordinated
   Notes, and  all  Obligations  hereunder and  under  the  Subsidiaries
   Guaranty are  within  the  definition  of  "Senior  Indebtedness"  or
   "Guarantor Senior Indebtedness", as the case may be, included in such
   subordination provisions.

<PAGE>
             SECTION 8.  Affirmative Covenants.   Each  of Holdings  and
   the Borrower  hereby  covenants and  agrees  that on  and  after  the
   Effective Date and until the Total Revolving Loan Commitment and  all
   Letters of Credit  have terminated and  the Loans,  Notes and  Unpaid
   Drawings, together  with interest,  Fees  and all  other  Obligations
   incurred hereunder and thereunder  (other than indemnity and  similar
   obligations that are not then due and payable) are paid in full:

             8.01  Information Covenants.  Holdings will furnish to each
   Bank:

             (a)  Quarterly Financial Statements.  Concurrently with the
        delivery thereof to the SEC, but in no event later than 60  days
        after the close of the first three quarterly accounting  periods
        in each fiscal year  of Holdings and within  105 days after  the
        close of the  fourth quarterly  accounting period  in each  such
        fiscal year (commencing with the fourth fiscal quarter of fiscal
        year 1997), (i) the consolidated  balance sheet of Holdings  and
        its Subsidiaries  as at  the end  of such  quarterly  accounting
        period, (ii) the related  consolidated statement of  operations,
        statement of stockholders' equity  and statements of cash  flows
        of Holdings and its  Subsidiaries for such quarterly  accounting
        period and for the elapsed portion of the fiscal year ended with
        the last day  of such quarterly  accounting period  and (iii)  a
        schedule  containing  a  summary  of  sales  and  a  summary  of
        comparable store sales growth, in each case for the Borrower and
        its Subsidiaries  on a  consolidated basis,  for such  quarterly
        accounting period and for the elapsed portion of the fiscal year
        ended with the last day of such quarterly accounting period,  in
        each case in respect  of preceding clauses  (i), (ii) and  (iii)
        setting forth comparative figures for the related periods in the
        prior fiscal  year  and  comparable budgeted  figures  for  such
        period, as  set forth  in the  respective and  budget  delivered
        pursuant to Section 8.01(d), all of which shall be in reasonable
        detail and  shall  be  certified by  the  president,  the  chief
        financial officer or  the treasurer  of Holdings  to the  effect
        that such financial  statements fairly present  in all  material
        respects  the   financial   condition  of   Holdings   and   its
        Subsidiaries as at the date indicated  and the results of  their
        operations and  their  cash  flows  for  the  period  indicated,
        subject to normal year-end audit adjustments and the absence  of
        footnotes.
<PAGE>
             (b)  Annual Financial  Statements.   Concurrently with  the
        delivery thereof to the SEC, but in no event later than 105 days
        after the close of each fiscal year of Holdings, (i) the consol-
        idated balance sheet of Holdings and its Subsidiaries as at  the
        end of such fiscal year  and the related consolidated  statement
        of operations, statement of stockholders' equity and  statements
        of cash flows of Holdings and  its Subsidiaries for such  fiscal
        year setting forth comparative figures for the preceding  fiscal
        year and comparable budgeted figures for such fiscal year as set
        forth in  the respective  budget delivered  pursuant to  Section
        8.01(d) and  certified  by  Ernst &  Young  LLP  or  such  other
        independent certified public accountants of recognized  national
        standing reasonably acceptable to the Agents, together with  (A)
        a  report  of  such  accounting  firm  which  report  shall   be
        unqualified as to scope of audit, shall express no doubts  about
        the ability of Holdings  and its Subsidiaries  to continue as  a
        going concern and shall  state that such consolidated  financial
        statements fairly present the consolidated financial position of
        Holdings and its Subsidiaries as at the dates indicated and  the
        results of  their  operations and  cash  flows for  the  periods
        indicated  in  conformity  with  generally  accepted  accounting
        principles applied  on  a  basis  consistent  with  prior  years
        (except as otherwise disclosed in such financial statements) and
        the examination  by such  accountants  in connection  with  such
        consolidated financial statements  has been  made in  accordance
        with  generally  accepted  auditing  standards,  (B)  a  written
        statement by such accounting firm stating that (1) in the course
        of its regular audit of the financial statements of Holdings and
        its Subsidiaries such accounting  firm obtained no knowledge  of
        any Default  or  an  Event of  Default  relating  to  accounting
        matters which has occurred and is continuing or, if in the opin-
        ion of such accounting firm such  a Default or Event of  Default
        has occurred and is continuing, a statement as to the nature and
        period of existence thereof, provided that such accounting  firm
        shall not be liable by reason of any failure to obtain knowledge
        of any  such Default  or  Event of  Default  that would  not  be
        disclosed in the course of their audit examination and (2) based
        upon their audit examination nothing has come to their attention
        that causes them  to believe that  the information contained  in
        the certificates delivered therewith pursuant to Section 8.01(e)
        is not  correct and  (C) a  letter  from such  accounting  firm,
        substantially in the  form delivered  to the  lenders under  the
        Existing Credit  Agreement  with  such changes  thereto  as  are
        approved by  the  Agents,  acknowledging  that  the  Banks  will
        receive such consolidated financial  statements and such  report
        and will  use such  consolidated financial  statements and  such
        report  in   their  credit   analyses   of  Holdings   and   its
        Subsidiaries, and (ii) management's  discussion and analysis  of
        the important operational and financial developments during such
        fiscal year.

             (c)  Management Letters.  Promptly  after Holdings' or  any
        of its Subsidiaries' receipt thereof, a copy of any  "management
        letter" received  from  its  certified  public  accountants  and
        management's response thereto (other  than reports of a  routine
        or ministerial nature which are not material).
<PAGE>
             (d)  Budgets.   No later than  60 days following the  first
        day of each fiscal year of the Borrower, a budget in  reasonable
        detail (including budgeted statements of income and sources  and
        uses of cash and  balance sheets) prepared  by the Borrower  for
        such fiscal year and for each  of the four quarterly  accounting
        periods of  such fiscal  year  setting forth,  with  appropriate
        discussion, the principal  assumptions upon  which such  budgets
        are based.

             (e)  Officer's Certificates.  At  the time of the  delivery
        of the financial statements provided for in Sections 8.01(a) and
        (b), a certificate of the president, the chief financial officer
        or the treasurer of Holdings to the effect that, to the best  of
        such officer's knowledge,  no Default  or Event  of Default  has
        occurred and  is  continuing or,  if  any Default  or  Event  of
        Default has occurred  and is continuing,  specifying the  nature
        and extent thereof,  which certificate  shall set  forth (i)  in
        reasonable detail the calculations required to establish whether
        Holdings and  its  Subsidiaries  were  in  compliance  with  the
        provisions of Sections 9.03, 9.04 and 9.07 through 9.10,  inclu-
        sive, at the end of such fiscal quarter or year, as the case may
        be,  (ii)  the  Applicable   Eurodollar  Rate  Margin  and   the
        Applicable  Commitment  Commission  Percentage  for  the  Margin
        Reduction Period commencing  with the  date of  the delivery  of
        such financial statements and (iii) notice of the acquisition or
        sale or other disposition of any Store Land Property during  the
        fiscal period covered by such financial statements, which notice
        shall include  the purchase  price or  sale price  of each  such
        Store Land Property, as applicable.

             (f)  Notice of Default or  Litigation.  Promptly upon,  and
        in any event within three Business Days after, an officer of any
        Credit  Party  (other  than  a  Land  Trust)  obtains  knowledge
        thereof, notice of (i)  the occurrence of  any event which  con-
        stitutes a Default or an Event of Default and/or (ii) any  liti-
        gation or  governmental  investigation  or  proceeding  (or  any
        material development thereof  in the case  of any litigation  or
        governmental proceeding previously reported or disclosed)  pend-
        ing (x) against Holdings or any of its Subsidiaries which  could
        reasonably be expected  to materially and  adversely affect  the
        business, operations, property, assets, liabilities or condition
        (financial or  otherwise) of  the  Borrower and  the  Guarantors
        taken as a whole, or (y) with respect to the Transaction or  any
        Document.
<PAGE>
             (g)  Other Reports and Filings.  Promptly after the  filing
        or delivery  thereof, copies  of (i)  all financial  statements,
        reports, notices  and proxy  statements sent  or made  available
        generally by Holdings or the Borrower to its security holders or
        by any Subsidiary of the Borrower to its security holders  other
        than Holdings or any of its  Subsidiaries, (ii) all regular  and
        periodic reports and all registration statements (other than  on
        Form S-8 or similar form) and  prospectuses, if any (other  than
        reports of  a  routine  or  ministerial  nature  which  are  not
        material), filed by Holdings or any of its Subsidiaries with the
        Securities and Exchange Commission or any successor thereto (the
        "SEC") and (iii)  all press releases  and other statements  made
        available generally by  Holdings or any  of its Subsidiaries  to
        the public concerning material  developments in the business  of
        Holdings or any of its Subsidiaries.

             (h)  Environmental Matters.  Promptly after any officer  of
        any Credit Party  obtains knowledge  thereof, notice  of one  or
        more  of  the  following  environmental  matters,  unless   such
        environmental matters could not, individually or when aggregated
        with all  other such  environmental matters,  be reasonably  ex-
        pected to materially and  adversely affect the business,  opera-
        tions, property, assets, liabilities or condition (financial  or
        otherwise) of the Borrower and the Guarantors taken as a whole:

                 (i)  any  pending  or  threatened  Environmental  Claim
             against Holdings  or any of  its Subsidiaries  or any  Real
             Property owned or operated  by Holdings or any of its  Sub-
             sidiaries;

                (ii)  any  condition or  occurrence on  or arising  from
             any Real Property owned  or operated by Holdings or any  of
             its  Subsidiaries that  (a)  results  in  noncompliance  by
             Holdings or  any of  its Subsidiaries  with any  applicable
             Environmental Law  or (b)  could be  expected to  form  the
             basis of an Environmental Claim against Holdings or any  of
             its Subsidiaries or any such Real Property;

               (iii)  any  condition or occurrence on any Real  Property
             owned or operated  by Holdings or  any of its  Subsidiaries
             that could be  expected to cause such  Real Property to  be
             subject to  any restrictions on  the ownership,  occupancy,
             use  or   transferability  by  Holdings   or  any  of   its
             Subsidiaries of such Real Property under any  Environmental
             Law; and
<PAGE>
                (iv)  the  taking of any removal  or remedial action  in
             response  to  the  actual   or  alleged  presence  of   any
             Hazardous Material on any  Real Property owned or  operated
             by Holdings or any  of its Subsidiaries as required by  any
             Environmental Law or any governmental or other  administra-
             tive agency;  provided, that  in any  event Holdings  shall
             deliver to each  Bank all notices  received by Holdings  or
             any   of  its   Subsidiaries   from   any   government   or
             governmental agency  under, or  pursuant to,  CERCLA  which
             identify Holdings  or  any of  its Subsidiaries  as  poten-
             tially responsible parties  for remediation costs or  which
             otherwise notify  Holdings or  any of  its Subsidiaries  of
             potential liability under CERCLA.

             All such  notices shall describe  in reasonable detail  the
        nature of  the claim,  investigation, condition,  occurrence  or
        removal or remedial  action and Holdings'  or such  Subsidiary's
        response thereto.

             (i)  Annual Meetings with Banks.   At dates to be  mutually
        agreed upon among  the Agents and  Holdings, Holdings shall,  at
        the request of the Agents,   hold an annual meeting with all  of
        the Banks  at  which meeting  shall  be reviewed  the  financial
        results of Holdings and its Subsidiaries for the previous fiscal
        year and the budgets  presented for the  current fiscal year  of
        Holdings.

             (j)  SL Documents.  No later than five Business Days  after
        entering into any amendment or modification to any SL  Document,
        a copy thereof  to the Agents  (it being  understood and  agreed
        that nothing in this Section 8.01(j)  shall be deemed to  permit
        any amendment  or  modification  to any  SL  Document  otherwise
        prohibited  under  Section  9.11)  and,  promptly  upon  receipt
        thereof, a copy  to the Agents  and the Banks  of any notice  of
        default, any notice of  event of default  or any similar  notice
        received by any Credit Party under any of the SL Documents.

             (k)   Board  of  Directors.   With  reasonable  promptness,
        written notice  of  any change  in  the Board  of  Directors  of
        Holdings or the Borrower.

             (l)  Other Information.    From time  to time,  such  other
        information or documents (financial  or otherwise) with  respect
        to Holdings or any of its Subsidiaries as any Agent or any  Bank
        may reasonably request.
<PAGE>
             8.02  Books, Records and  Inspections.  Holdings will,  and
   will cause each of its Subsidiaries  to, keep proper books of  record
   and accounts in conformity  with generally accepted accounting  prin-
   ciples and all requirements  of law in relation  to its business  and
   activities.  Holdings will, and will  cause each of its  Subsidiaries
   to, permit officers  and designated representatives  of any Agent  or
   any Bank to visit  and inspect, under guidance  of officers or  other
   representatives of Holdings or such Subsidiary, any of the properties
   of Holdings or such Subsidiary, and  to examine the books of  account
   of Holdings or such Subsidiary and discuss the affairs, finances  and
   accounts of Holdings or  such Subsidiary with, and  be advised as  to
   the same by, its and their officers and, in conjunction with Holdings
   or  the  Borrower,  their   independent  accountants,  all  at   such
   reasonable times and intervals and to  such reasonable extent as  any
   Agent or such Bank may reasonably request.

             8.03  Maintenance of Property;  Insurance.  Holdings  will,
   and will cause  each of its  Subsidiaries to, (i)  keep all  property
   necessary to  the  business  of  Holdings  and  its  Subsidiaries  in
   reasonably good working order and  condition, ordinary wear and  tear
   excepted, (ii)  maintain  insurance  in at  least  such  amounts  and
   against at least such risks as  is consistent and in accordance  with
   industry practice  for companies  similarly situated  owning  similar
   properties in the same general areas in which Holdings or any of  its
   Subsidiaries operates, it  being understood and  agreed that, in  any
   event, all insurance  relating to  the Collateral  also shall  comply
   with the insurance provisions  of the respective Security  Documents,
   and (iii) furnish  to any Agent  or any Bank,  upon written  request,
   full information as to the insurance carried.

                 (b)  If Holdings or any of its Subsidiaries shall  fail
   to maintain  insurance  in accordance  with  this Section  8.03,  the
   Collateral Agent  shall  have  the  right  (but  shall  be  under  no
   obligation) to procure such insurance  and Holdings and the  Borrower
   agree to reimburse the Collateral Agent for all costs and expenses of
   procuring such insurance.

             8.04  Corporate Franchises.  Holdings will, and will  cause
   each of  its Subsidiaries  to, do  or cause  to be  done, all  things
   necessary to preserve and keep in full force and effect its existence
   and its rights,  franchises, licenses  and patents,  except for  such
   rights, franchises,  licenses and  patents the  failure of  which  to
   maintain could not reasonably be expected to have a material  adverse
   effect on the business, operations, property, assets, liabilities  or
   condition (financial or otherwise) of the Borrower and the Guarantors
   taken as a  whole; provided, however,  that nothing  in this  Section
   8.04 shall  prevent (i)  sales of  assets and  other transactions  by
   Holdings or any of its Subsidiaries  in accordance with Section  9.02
   or (ii) the withdrawal by Holdings or any of its Subsidiaries of  its
   qualification as a foreign corporation in any jurisdiction where such
   withdrawal could  not  reasonably  be expected  to  have  a  material
   adverse  effect  on  the  business,  operations,  property,   assets,
   liabilities or condition (financial or otherwise) of the Borrower and
   the Guarantors taken as a whole.
<PAGE>
             8.05  Compliance with  Statutes, etc.   Holdings will,  and
   will cause each of  its Subsidiaries to,  comply with all  applicable
   statutes, regulations and orders of, and all applicable  restrictions
   imposed by, all governmental bodies, domestic or foreign, in  respect
   of the conduct  of its  business and  the ownership  of its  property
   (including applicable statutes, regulations, orders and  restrictions
   relating  to  environmental  standards  and  controls),  except  such
   noncompliances as could not, individually  or in the aggregate,  rea-
   sonably be expected to  have a material adverse  effect on the  busi-
   ness,  operations,   property,  assets,   liabilities  or   condition
   (financial or otherwise) of the Borrower and the Guarantors taken  as
   a whole.

             8.06  Compliance with  Environmental Laws.  (a)    Holdings
   will, and  will cause  each of  its Subsidiaries  to, comply  in  all
   respects with all Environmental Laws  applicable to the ownership  or
   use of  its Real  Property  now or  hereafter  owned or  operated  by
   Holdings or any of its Subsidiaries, will promptly pay or cause to be
   paid all costs and expenses incurred in connection with such  compli-
   ance, and will keep or cause to  be kept all such Real Property  free
   and clear of any Liens imposed  pursuant to such Environmental  Laws.
   Neither Holdings  nor any  of its  Subsidiaries will  generate,  use,
   treat, store, Release or dispose of,  or permit the generation,  use,
   treatment, storage, Release or disposal of Hazardous Materials on any
   Real Property now or hereafter owned  or operated by Holdings or  any
   of its Subsidiaries,  or transport  or permit  the transportation  of
   Hazardous Materials to  or from any  such Real  Property, except  for
   Hazardous Materials  generated, used,  treated, stored,  Released  or
   disposed of at any such Real Properties in compliance in all respects
   with all  applicable Environmental  Laws and  reasonably required  in
   connection with the operation, use and maintenance of the business or
   operations of Holdings or any  of its Subsidiaries.   Notwithstanding
   anything to the contrary contained above in this Section 8.06(a),  no
   default  in  the  due  performance  or  observance  of  any  covenant
   contained in this Section  8.06(a) shall occur  unless the effect  of
   all violations, claims, restrictions, failures and noncompliances  of
   the  types  described   above  could  reasonably   be  expected   to,
   individually or in the aggregate, have  a material adverse effect  on
   the business, operations, property, assets, liabilities or  condition
   (financial or otherwise) of the Borrower and the Guarantors taken  as
   a whole.
<PAGE>
             (b)  At the  reasonable written  request of  the Agents  or
   the Required Banks, which request shall specify in reasonable  detail
   the basis therefor, at any time and from time to time, Holdings  will
   provide, at  the  sole  expense of  Holdings  and  the  Borrower,  an
   environmental site  assessment report  concerning any  Real  Property
   owned or operated by Holdings or any of its Subsidiaries, prepared by
   an environmental consulting firm  reasonably approved by the  Agents,
   indicating the presence  or absence  of Hazardous  Materials and  the
   potential cost of any removal or  remedial action in connection  with
   such Hazardous Materials  on such  Real Property,  provided that  (i)
   unless the Banks or the Agents  have received any notice of the  type
   described in Section 8.01(h) or (ii) the Banks have exercised any  of
   the remedies  pursuant to  the last  paragraph  of Section  10,  such
   request may not be made more than once every two years in respect  of
   any parcel of Real Property.   If Holdings fails to provide the  same
   within 90 days after such request was made, the Agents may order  the
   same, the cost of which shall be borne by Holdings and the  Borrower,
   and Holdings and  the Borrower shall  grant and hereby  grant to  the
   Agents and the Banks  and their agents access  to such Real  Property
   and specifically grants the Agents and the Banks an irrevocable  non-
   exclusive license, subject  to the  rights of  tenants, to  undertake
   such an assessment at any reasonable  time upon reasonable notice  to
   Holdings, all at the sole and reasonable expense of Holdings and  the
   Borrower.
<PAGE>
             8.07  ERISA.   As  soon  as  possible and,  in  any  event,
   within ten (10) days  after Holdings, any  Subsidiary of Holdings  or
   any ERISA Affiliate knows or has reason to know of the occurrence  of
   any of the following, to the extent that the same could reasonably be
   expected to,  individually  or  in the  aggregate,  have  a  material
   adverse  effect  on  the  business,  operations,  property,   assets,
   liabilities or condition (financial or otherwise) of the Borrower and
   the Guarantors taken as a whole, Holdings will deliver to each of the
   Banks a  certificate  of  the chief  financial  officer  of  Holdings
   setting forth the full details as to such occurrence and the  action,
   if any, that  Holdings, such Subsidiary  or such  ERISA Affiliate  is
   required or proposes to take, together  with any notices required  or
   proposed to be given to or filed with or by Holdings, the Subsidiary,
   the ERISA  Affiliate,  the  PBGC, a  Plan  participant  or  the  Plan
   administrator with  respect  thereto:  that a  Reportable  Event  has
   occurred (except to the extent that Holdings has previously delivered
   to the Banks a certificate and notices (if any) concerning such event
   pursuant to the next clause hereof); that a contributing sponsor  (as
   defined in Section 4001(a)(13) of ERISA)  of a Plan subject to  Title
   IV of ERISA is subject to  the advance reporting requirement of  PBGC
   Regulation Section  4043.61 (without  regard to  subparagraph  (b)(1)
   thereof), and an event  described in subsection  .62, .63, .64,  .65,
   .66, .67  or  .68  of PBGC  Regulation  Section  4043  is  reasonably
   expected to occur with respect to  such Plan within the following  30
   days; that an accumulated funding  deficiency, within the meaning  of
   Section 412 of the Code or Section 302 of ERISA, has been incurred or
   an application may be or has  been made for a waiver or  modification
   of the minimum funding  standard (including any required  installment
   payments) or an  extension of any  amortization period under  Section
   412 of the  Code or Section  303 or 304  of ERISA with  respect to  a
   Plan; that any  contribution required to  be made with  respect to  a
   Plan has not been timely made; that a Plan has been or may be  termi-
   nated, reorganized, partitioned or declared insolvent under Title  IV
   of ERISA;  that  a  Plan has  an  Unfunded  Current  Liability;  that
   proceedings may be or have been instituted to terminate or appoint  a
   trustee to administer a Plan which  is subject to Title IV of  ERISA;
   that a  proceeding has  been instituted  pursuant to  Section 515  of
   ERISA to collect a delinquent contribution to a Plan; that  Holdings,
   any Subsidiary  of  Holdings  or any  ERISA  Affiliate  will  or  may
   reasonably  be  expected  to  incur  any  liability  (including   any
   indirect, contingent, or secondary liability) to or on account of the
   termination of or withdrawal  from a Plan  under Section 4062,  4063,
   4064, 4069, 4201, 4204  or 4212 of  ERISA or with  respect to a  Plan
   under Section 401(a)(29), 4971, 4975 or  4980 of the Code or  Section
   409 or 502(i) or 502(l)  of ERISA or with  respect to a group  health
   plan (as defined in Section 607(1) of ERISA or Section 4980B(g)(2) of
   the Code) under Section  4980B of the Code;  or that Holdings or  any
   Subsidiary of  Holdings  may  reasonably be  expected  to  incur  any
   liability pursuant to any employee  welfare benefit plan (as  defined
   in Section 3(1) of ERISA) that provides benefits to retired employees
   or other former employees (other than  as required by Section 601  of
   ERISA) or any  Plan.  Upon  the request of  any Agent, Holdings  will
   deliver to each of the Banks a complete copy of the annual report (on
   Internal Revenue Service Form  5500-series) of each Plan  (including,
   to  the  extent  required,   the  related  financial  and   actuarial
   statements   and   opinions   and   other   supporting    statements,
   certifications, schedules and information) required to be filed  with
   the Internal Revenue  Service.  In  addition to  any certificates  or
<PAGE>
   notices delivered to the Banks pursuant to the first sentence hereof,
   copies of any records,  documents or other  information that must  be
   furnished to the PBGC  with respect to any  Plan pursuant to  Section
   4010 of ERISA,  and any material  notices received  by Holdings,  any
   Subsidiary of Holdings  or any ERISA  Affiliate with  respect to  any
   Plan shall be  delivered to  the Banks no  later than  ten (10)  days
   after the date  such records, documents  and/or information has  been
   furnished to the PBGC or such  notice has been received by  Holdings,
   the Subsidiary or the ERISA Affiliate, as applicable.

             8.08  End of Fiscal Years; Fiscal Quarters.  Holdings  will
   cause (i) each of its, and each of its Subsidiaries, fiscal years  to
   end on the Saturday  closest to October 31  of each fiscal year,  and
   (ii) each of its,  and each of its  Subsidiaries, fiscal quarters  to
   consist of, in  the case  of the first  two fiscal  quarters of  each
   fiscal year,  a 12-week  period,  in the  case  of the  third  fiscal
   quarter of each fiscal year, a 16-week period and, in the case of the
   fourth fiscal  quarter of  each fiscal  year,  a 12-week  or  13-week
   period.

             8.09  Performance of Obligations.  Holdings will, and  will
   cause each of  its Subsidiaries to,  perform all  of its  obligations
   under the terms of each mortgage, indenture, security agreement, loan
   agreement or  credit agreement  and  each other  material  agreement,
   contract or instrument by which it is bound, except such  non-perfor-
   mances as could not, individually or in the aggregate, reasonably  be
   expected  to  have  a  material  adverse  effect  on  the   business,
   operations, property, assets, liabilities or condition (financial  or
   otherwise) of the Borrower and the Guarantors taken as a whole.

             8.10  Payment of Taxes.   Holdings will pay and  discharge,
   and will cause  each of its  Subsidiaries to pay  and discharge,  all
   material  taxes,  assessments  and  governmental  charges  or  levies
   imposed upon it or upon its  income or profits, or upon any  material
   properties belonging to it, prior to  the date on which any  material
   penalties attach thereto, and  all lawful claims  for sums that  have
   become due and  payable which,  if unpaid,  might become  a Lien  not
   otherwise permitted  under Section  9.01(i); provided,  that  neither
   Holdings nor any  of its Subsidiaries  shall be required  to pay  any
   such tax, assessment, charge, levy or claim which is being  contested
   in good faith and by proper proceedings if it has maintained adequate
   reserves with respect thereto  in accordance with generally  accepted
   accounting principles.

             8.11  Margin Stock.  Holdings will, and will cause each  of
   the Subsidiary Guarantors  to, take  any and  all actions  as may  be
   required to ensure that no capital  stock pledged, or required to  be
   pledged, pursuant to  the Pledge Agreements  shall constitute  Margin
   Stock.
<PAGE>
             8.12   Execution  of  Subsidiaries  Guaranty  and  Security
   Documents by  Future Subsidiaries.   In  the  event that  any  Person
   becomes a Subsidiary (other than  an Immaterial Subsidiary (but  only
   so long as such Person remains an Immaterial Subsidiary)) of Holdings
   after  the  date  hereof,  the  Borrower  will  promptly  notify  the
   Administrative Agent  of  that  fact and  cause  such  Subsidiary  to
   execute and deliver to the Administrative Agent a counterpart of  the
   Subsidiaries Guaranty  and,  if  such  Person  became  or  becomes  a
   Subsidiary (other than an Immaterial Subsidiary (but only so long  as
   such Person remains an Immaterial Subsidiary)) of Holdings before the
   Collateral Release Date,  cause (i)  such Subsidiary  to execute  and
   deliver to the Administrative Agent  a counterpart of the  Subsidiary
   Security Agreement, the Subsidiary  Pledge Agreement, the  Subsidiary
   Trademark Security  Agreement  and Mortgages  and  to take  all  such
   further action and execute all such further documents and instruments
   as may be required  to grant and perfect  in favor of the  Collateral
   Agent, for the  benefit of  the Secured  Creditors, a  first-priority
   security interest in  all of the  real, personal  and mixed  property
   assets of  such  Subsidiary  (other than  with  respect  to  Excluded
   Properties, and other than any such assets which are subject to Liens
   permitted under Section 9.01 and other  than Real Property that  such
   Subsidiary would not be obligated to  pledge to the Collateral  Agent
   pursuant to Section 8.13 (it being understood and agreed that all  of
   the requirements of Section 8.13 are applicable to the Real  Property
   of such Subsidiary, with the date such Subsidiary became a Subsidiary
   (other than  an  Immaterial  Subsidiary) of  Holdings  or  ceased  to
   constitute an  Immaterial Subsidiary  being treated  for purposes  of
   Section 8.13 as the date on which such Subsidiary acquired all of its
   Real Property)) and (ii) the parent of such Subsidiary (including any
   Immaterial Subsidiary) to  effect the pledge  by such  parent to  the
   Collateral Agent on  behalf of the  Secured Creditors of  all of  the
   capital stock of such  Subsidiary (including, without limitation,  by
   executing and delivering to the Collateral Agent a counterpart of the
   Subsidiary Pledge Agreement or an  amendment to the Pledge  Agreement
   previously executed by such parent).   The Borrower shall deliver  to
   the Administrative  Agent, together  with  such counterparts  of  the
   Subsidiaries Guaranty and/or such  Security Documents (to the  extent
   required  to  be  so  delivered),   (v)  certified  copies  of   such
   Subsidiary's Articles or Certificate of Incorporation, together  with
   a good  standing  certificate from  the  Secretary of  State  of  the
   jurisdiction of its  incorporation, each to  be dated  a recent  date
   prior to their delivery  to the Administrative Agent,  (w) a copy  of
   such Subsidiary's Bylaws, certified by its corporate secretary or  an
   assistant corporate  secretary as  of a  recent date  prior to  their
   delivery to the Administrative Agent,  (x) a certificate executed  by
   the secretary or an assistant secretary of such Subsidiary as to  (i)
   the incumbency  and signatures  of the  officers of  such  Subsidiary
   executing the Subsidiaries  Guaranty and,  if such  Person became  or
   becomes a Subsidiary of Holdings before the Collateral Release  Date,
   the Security Documents to which such  Subsidiary is a party and  (ii)
   the fact that the attached resolutions  of the Board of Directors  of
   such Subsidiary authorizing the  execution, delivery and  performance
   of the Subsidiaries Guaranty and, if such Person became or becomes  a
   Subsidiary of  Holdings  before  the Collateral  Release  Date,  such
   Security Documents are  in full force  and effect and  have not  been
   modified or  rescinded,  (y)  if such  Person  became  or  becomes  a
   Subsidiary of  Holdings  before  the  Collateral  Release  Date,  the
   certificate or certificates  evidencing all of  the capital stock  of
<PAGE>
   such Subsidiary,  and  (z) a  favorable  opinion of  counsel  to  the
   Borrower and  such  Subsidiary,  in  form  and  substance  reasonably
   satisfactory to the Agents, as to  (i) the due organization and  good
   standing of such  Subsidiary, (ii) the  due authorization,  execution
   and delivery by such Subsidiary of the Subsidiaries Guaranty and,  if
   such Person became  or becomes a  Subsidiary of  Holdings before  the
   Collateral  Release  Date,   such  Security   Documents,  (iii)   the
   enforceability of  the  Subsidiaries  Guaranty and,  if  such  Person
   became or  becomes a  Subsidiary of  Holdings before  the  Collateral
   Release Date, such  Security Documents against  such Subsidiary,  and
   (iv) such other matters as any  Agent may reasonably request, all  of
   the foregoing to be reasonably satisfactory in form and substance  to
   the Agents.

             8.13  Additional Real Property.  After the Effective  Date,
   each of Holdings and the Borrower shall, and shall cause each of  its
   respective Subsidiaries  (other than  an Immaterial  Subsidiary  (but
   only so long as such Person remains an Immaterial Subsidiary)) to:

             (a)  with  respect  to  each  leasehold  interest  in  Real
   Property hereafter acquired  by such Person  prior to the  Collateral
   Release Date  (whether directly  or through  a  land trust  or  other
   vehicle) (the holder  of such  leasehold interest  being referred  to
   herein as the "Lessee"), use its reasonable efforts (which shall  not
   be deemed to include the payment of monetary consideration other than
   nominal monetary consideration and out-of-pocket expenses incurred by
   any lessor in connection with obtaining  the items listed below,  but
   shall include efforts to  include each of the  items listed below  in
   the terms  of  the  lease  itself)  to  obtain  and  deliver  to  the
   Administrative Agent within three months after such Real Property  is
   designated by  the  Borrower  prior to  Collateral  Release  Date  as
   Replacement Property:

             (i)  the agreement  of the  lessor (if  required under  the
        lease) to the encumbrancing of such Lessee's leasehold  interest
        under the lease pursuant to a Mortgage and to the assignment  of
        such leasehold  interest to  the  Collateral Agent  following  a
        default hereunder,  and  if  the  lease  allows  the  lessor  to
        unreasonably withhold consent to an assignment of the  leasehold
        interest by the  Collateral Agent  to a  subsequent third  party
        assignee, the  agreement  of  the  lessor  not  to  unreasonably
        withhold such consent; and

             (ii) an  original memorandum  of  the  lease  executed  and
        acknowledged by the  lessor thereunder (or,  in the  case of  an
        existing leasehold  interest which  is of  record and  which  is
        acquired by  the Lessee  by assignment,  a  memorandum of  or  a
        recordable duplicate original of  such assignment, executed  and
        acknowledged by  the assigning  Lessee), in  form sufficient  to
        give  constructive  notice  (when  recorded)  of  the   Lessee's
        leasehold interest under the lease to third-party purchasers and
        encumbrancers of  the affected  real property  and otherwise  in
        form  reasonably  satisfactory  to  the  Agents,  together  with
        evidence  of  its  recordation   in  all  places  necessary   or
        desirable, in the  reasonable judgment  of the  Agents, to  give
        constructive notice of the Lessee's leasehold interest to  third
        parties; and
<PAGE>
             (b)  with  respect  to  each  leasehold  interest  in  Real
   Property listed in Parts I and II of Schedule III (to the extent  the
   items listed  below in  this clause  (b) have  not been  obtained  or
   delivered to the Administrative Agent on the Effective Date) and each
   parcel of Real Property in which Holdings or any of its  Subsidiaries
   acquires fee title or a leasehold  interest after the Effective  Date
   but before  the Collateral  Release Date  (in  each case  other  than
   Excluded Properties, parcels number 4 and  5 of location number  851,
   leasehold interests as to which encumbrancing requires the consent of
   the lessor  or fee  interests  listed on  Schedule  III as  to  which
   encumbrancing requires  the consent  of  a senior  lienholder,  where
   Holdings  and  its  Subsidiaries  have  been  unable  to  obtain  the
   applicable lessor's  or  senior  lienholder's  consent  thereto,  and
   assets subject  to Liens  permitted  under subsection  9.01(vii)  and
   (xiv))  (collectively,   "Covered  Real   Property"),  as   soon   as
   practicable and in any  event within one  month after the  applicable
   Real Property becomes Covered Real Property (it being understood that
   any Real  Property which  is  (i) designated  by  the Borrower  as  a
   Replacement Property (to the extent it  was not already Covered  Real
   Property) shall become Covered Real Property  as of the date of  such
   designation and (ii) an Excluded  Property shall become Covered  Real
   Property as of the date of the occurrence of a Default or an Event of
   Default), deliver:

             (i)  fully  executed counterparts  of  a  Mortgage,  or  an
        amendment to a Mortgage, in form reasonably satisfactory to  the
        Agents, which Mortgage or amendment shall encumber such  Covered
        Real Property, together with evidence that counterparts of  such
        Mortgage or amendment have  been recorded in  all places to  the
        extent necessary or desirable, in the reasonable judgment of the
        Agents, so  as to  effectively create  a valid  and  enforceable
        first priority lien  (subject only to  Permitted Liens) on  such
        Covered Real Property in favor of the Collateral Agent (or  such
        other trustee as may be required or desired under local law) for
        the benefit of the Secured Creditors;

             (ii) in the  case of  a Mortgage  encumbering Covered  Real
        Property located outside the State of Illinois, if requested  by
        any Agent,  an  opinion  of  counsel  (which  counsel  shall  be
        reasonably satisfactory to  the Agents)  in the  State in  which
        such Covered  Real  Property  is located  with  respect  to  the
        enforceability of the Mortgage recorded  in such State and  such
        other matters as any Agent may  reasonably request, in form  and
        substance reasonably satisfactory to the Agents;

             (iii)    in  the case of  each such  Covered Real  Property
        consisting  of  a  leasehold  interest,  a  copy  of  the  lease
        (including all amendments thereto), together with such  consents
        and agreements from  the lessor on  such real  property as  were
        obtained pursuant to clause (a) above;

             (iv) with  respect  to   Real  Property  constituting   fee
        property,  environmental   audits   prepared   by   professional
        consultants mutually acceptable to the Borrower and the  Agents,
        in form,  scope and  substance  reasonably satisfactory  to  the
        Agents; and
<PAGE>
             (v)  with  respect  to   Real  Property  constituting   fee
        property, if requested by any  Agent, a Title Insurance  Policy,
        in an amount reasonably satisfactory to the Agents, with respect
        to the Collateral Agent's lien thereon.

        The Borrower will, and will cause  each of its Subsidiaries  to,
   permit any  authorized representatives  designated  by any  Agent  to
   visit and inspect any Real Property owned or leased (as a lessee)  by
   any Credit Party for the purpose of obtaining an appraisal of  value,
   conducted by consultants retained such  Agent in compliance with  all
   applicable banking regulations; provided, however, that Holdings  and
   the Borrower  shall be  obligated to  pay for  all actual  costs  and
   reasonable expenses of obtaining and reviewing any appraisal provided
   for under this Section 8.13 for not more than one appraisal each year
   for each such parcel of Real Property.
<PAGE>
             8.14  Designation of  Replacement Properties.   If, on  any
   date after the  Effective Date and  prior to  the Collateral  Release
   Date, the Collateral Agent no longer has a Lien on any Real  Property
   owned or leased (as a lessee) by any Credit Party (each, a  "Replaced
   Property") which the Collateral Agent had prior to such date (whether
   due to  an  Asset Sale  relating  to such  Real  Property, due  to  a
   termination of lease  relating to such  Real Property or  otherwise),
   then the  Borrower  shall  designate on  or  before  such  date  Real
   Property owned or  leased (as a  lessee) by any  Credit Party  (other
   than any Real Property  owned or leased (as  a lessee) by any  Credit
   Party existing as of the Effective Date) which is not subject to  any
   Liens  as  a  "Replacement  Property"  for  such  Replaced  Property;
   provided, however,  that  the  Borrower  shall  not  be  required  to
   designate any Replacement Property with respect to the Real  Property
   listed on  Part  IV of  Schedule  III; provided,  further,  that  the
   Borrower shall not be required to designate any Replacement  Property
   for any Replaced Property to the extent the Net Cash Proceeds of  the
   Asset Sale relating to such Replaced Property are actually applied to
   permanently reduce the  Total Revolving Loan  Commitment pursuant  to
   Section 3.03(b).  If the Replaced Property is a leasehold interest in
   a grocery  store, then  the Replacement  Property for  such  Replaced
   Property shall be a leasehold interest  in a grocery store and  shall
   have annual sales  that are  equal to  or greater  than the  Replaced
   Property.   If the  Replaced Property  is a  fee interest,  then  the
   Replacement Property  for  such  Replaced Property  shall  be  a  fee
   interest and shall have  a fair market value  (as determined in  good
   faith by the chief financial officer of the Borrower and evidenced by
   a certificate of such  officer of the Borrower  certifying as to  the
   fair market value thereof) that is equal to or greater than the  fair
   market value (also as determined in the same manner) of the  Replaced
   Property; provided,  that if  such Replacement  Property has  a  fair
   market value  greater than  the fair  market  value of  the  Replaced
   Property, then such excess  fair market value (a)  may be applied  as
   fair market value of Replacement Property for another parcel of  Real
   Property which concurrently becomes a Replaced Property or (b)  shall
   be reserved and may  be applied as fair  market value of  Replacement
   Property for any Real Property which subsequently becomes a  Replaced
   Property.  If the Replaced Property  is a leasehold interest in  Real
   Property which is not a grocery store, then the Replacement  Property
   for such  Replaced  Property  shall be  Real  Property  which  has  a
   collateral value  (as determined  in good  faith by  chief  financial
   officer of  the  Borrower and  evidenced  by a  certificate  of  such
   officer of  the  Borrower  certifying  as  to  the  collateral  value
   thereof) that is greater than or equal to the collateral value  (also
   as  determined  in  the  same  manner)  of  such  Replaced  Property.
   Concurrently with the  designation of any  Replacement Property,  the
   Borrower shall deliver to the  Administrative Agent a certificate  of
   its chief financial officer (i) setting forth all such information as
   the Agents may  reasonably request with  respect to such  Replacement
   Property  and  the  related  Replaced  Property  (including   without
   limitation the  fair market  value thereof  (if a  fee interest)  and
   annual sales figures with respect thereto (if a leasehold interest in
   a grocery  store)), (ii)  certifying  that the  Replacement  Property
   complies with  each of  the requirements  set forth  in this  Section
   8.14, and (iii)  setting forth a  summary report  of all  Replacement
   Properties therefore  designated  by  the Borrower  and  the  related
<PAGE>
   Replaced Properties (including without limitation the aggregate  fair
   market value thereof  (if fee interests)  and aggregate annual  sales
   figures with  respect  thereto  (if leasehold  interests  in  grocery
   stores)).

             8.15  Release of Collateral.  If, as of the first  Business
   Day of any fiscal quarter of the Borrower, (i) the actual or  implied
   rating established and  publicly announced or  provided in a  private
   letter from the Rating Agencies or  published by at least two of  the
   Rating  Agencies  with  respect  to  senior,  unsecured,   non-credit
   enhanced long  term  debt  of  the  Borrower  is  BBB-  or  Baa3,  as
   applicable, or  higher as  of such  date and  the actual  or  implied
   rating established and  publicly announced or  provided in a  private
   letter from the Rating Agencies or  published by the same two  Rating
   Agencies with respect to senior, unsecured, non-credit enhanced  long
   term debt of  the Borrower  has continuously  been BBB-  or Baa3,  as
   applicable, or higher during the  two consecutive fiscal quarters  of
   the Borrower immediately  preceding such date,  (ii) the Borrower  is
   not  and  shall  not  have  been   on  credit  watch  with   negative
   implications by either of the same  two Rating Agencies and (iii)  no
   Default or  Event of  Default has  occurred  and is  continuing  (the
   conditions set  forth in  clauses (i),  (ii)  and (iii)  above  being
   referred to herein as the "Collateral Release Conditions"), then  the
   Borrower may on such date request  that the Collateral Agent  execute
   and deliver  to  the  Borrower reconveyance  documents  and  releases
   (including, without limitation, UCC termination statements) releasing
   all Liens  on  the Collateral  that  were  granted in  favor  of  the
   Collateral Agent pursuant  to the Security  Documents.  The  Borrower
   shall make such request in writing and shall concurrently deliver  to
   the Collateral Agent evidence in  form and substance satisfactory  to
   the Collateral Agent showing  that the Collateral Release  Conditions
   set forth in  clauses (i) and  (ii) above have  been satisfied and  a
   certificate of the  chief financial officer  of the  Borrower to  the
   effect that  each  of  the Collateral  Release  Conditions  has  been
   satisfied as of such date and that no Default or Event of Default has
   occurred and  is continuing  or will  be caused  by such  release  of
   Collateral.  The date on which each Collateral Release Condition  has
   been satisfied  and on  which each  such delivery  has been  made  is
   referred to herein as the "Collateral Release Date".  Upon  receiving
   such request, the Collateral Agent shall, at the Borrower's  expense,
   promptly execute  and  deliver  to  the  Borrower  such  reconveyance
   documents and  releases  in  recordable  form,  and  deliver  to  the
   Borrower, against  receipt and  without  recourse to  the  Collateral
   Agent, such of the  Collateral (including, without limitation,  stock
   certificates (together with stock powers  that were delivered to  the
   Collateral Agent by the Credit Parties) and promissory notes  pledged
   by the Credit Parties pursuant to the Pledge Agreements) as shall not
   have been  sold or  applied pursuant  to the  terms of  the  Security
   Agreements; provided  that, at  the time  of the  Collateral  Agent's
   execution and delivery  of such reconveyance  documents and  releases
   and delivery of such Collateral, no Default or Event of Default shall
   have occurred and be continuing or shall be caused by such release of
   Collateral; provided, further, that  the Collateral Agent shall  have
   no obligation to release any Collateral pursuant to this Section 8.15
   unless all  Liens  on such  Collateral  granted pursuant  to  the  SL
   Documents are released concurrently therewith.
<PAGE>
             8.16  Further Assurances.    Holdings will, and will  cause
   each of  its Subsidiaries  to, at  the expense  of Holdings  and  the
   Borrower, make, execute,  endorse, acknowledge,  record, file  and/or
   deliver to  the Collateral  Agent from  time to  time such  vouchers,
   invoices, schedules, confirmatory assignments, conveyances, financing
   statements, transfer endorsements, powers of attorney,  certificates,
   real property surveys on new fee owned Mortgaged Properties,  reports
   and other assurances, instruments or documents and take such  further
   steps as  may  be  necessary  or  desirable  to  establish,  perfect,
   preserve and protect the Liens relating to the Collateral covered  by
   any of the Security Documents as the Collateral Agent may  reasonably
   require.

             8.17  Maintenance  of  Corporate  Separateness.    Holdings
   will, and  will  cause  each of  its  Subsidiaries  and  Unrestricted
   Subsidiaries to, satisfy  customary corporate formalities,  including
   the holding of regular board of directors' and shareholders' meetings
   or action  by directors  or shareholders  without a  meeting and  the
   maintenance of corporate offices and  records.  Neither Holdings  nor
   any of its Subsidiaries shall make  any payment to a creditor of  any
   Unrestricted  Subsidiaries  in  respect  of  any  liability  of   any
   Unrestricted Subsidiaries, and  no bank account  of any  Unrestricted
   Subsidiary shall be commingled with any  bank account of Holdings  of
   any of its Subsidiaries.  Any financial statements distributed to any
   creditors of any Unrestricted Subsidiaries shall clearly establish or
   indicate the corporate separateness  of such Unrestricted  Subsidiary
   from Holdings and  its Subsidiaries.   Finally, neither Holdings  nor
   any of its Subsidiaries shall take any action, or conduct its affairs
   in a manner, which is likely to result in the corporate existence  of
   Holdings or  any of  its  Subsidiaries or  Unrestricted  Subsidiaries
   being ignored, or in the assets and liabilities of Holdings or any of
   its Subsidiaries being substantively  consolidated with those of  any
   other such Person  or any  Unrestricted Subsidiary  in a  bankruptcy,
   reorganization or other insolvency proceeding.

<PAGE>
             SECTION 9.  Negative Covenants.   Each of Holdings and  the
   Borrower hereby covenants and agrees that on and after the  Effective
   Date and until the Total Revolving Loan Commitment and all Letters of
   Credit have  terminated and  the Loans,  Notes and  Unpaid  Drawings,
   together with interest, Fees and all other Obligations incurred here-
   under and thereunder  (other than indemnity  and similar  obligations
   that are not then due and payable), are paid in full:

             9.01  Liens.  Holdings  will not, and  will not permit  any
   of its Subsidiaries to, create, incur, assume or suffer to exist  any
   Lien upon  or  with  respect  to any  property  or  assets  (real  or
   personal,  tangible  or  intangible)  of  Holdings  or  any  of   its
   Subsidiaries, whether now  owned or hereafter  acquired, or sell  any
   such property or  assets subject  to an  understanding or  agreement,
   contingent or otherwise, to repurchase  such property or assets  (in-
   cluding sales of accounts receivable with recourse to Holdings or any
   of its Subsidiaries), or assign any right to receive income or permit
   the filing of  any financing  statement under  the UCC  or any  other
   similar notice of Lien under any similar recording or notice statute;
   provided that the provisions of this  Section 9.01 shall not  prevent
   the creation, incurrence,  assumption or existence  of the  following
   (Liens described below are herein referred to as "Permitted Liens"):

           (i)    Liens for taxes,  assessments or governmental  charges
        or levies  not  yet  due or  Liens  for  taxes,  assessments  or
        governmental charges or levies being contested in good faith and
        by appropriate proceedings for which adequate reserves have been
        established in  accordance  with generally  accepted  accounting
        principles;

          (ii)    Liens  in  respect  of  property  or  assets  of   the
        Borrower or any of its Subsidiaries  imposed by law, which  were
        incurred in the ordinary  course of business  and do not  secure
        Indebtedness  for  borrowed  money,  such  as  carriers',  ware-
        housemen's, materialmen's and mechanics' liens and other similar
        Liens arising in the ordinary course of business, and  (x) which
        do not in the aggregate materially detract from the value of the
        Borrower's or such Subsidiary's property or assets or materially
        impair the use thereof in the  operation of the business of  the
        Borrower or such Subsidiary or (y) which are being contested  in
        good faith by  appropriate proceedings,  which proceedings  have
        the effect of preventing the forfeiture or sale of the  property
        or assets subject to any such Lien;

         (iii)    Liens in  existence on  the Effective  Date which  are
        listed, and the property subject thereto described, in  Schedule
        VI, but only to the respective  date, if any, set forth in  such
        Schedule VI for the removal, replacement and termination of  any
        such Liens, plus renewals,  replacements and extensions of  such
        Liens, provided that (x) the  aggregate principal amount of  the
        Indebtedness, if any,  secured by such  Liens does not  increase
        from that amount outstanding  at the time  of any such  renewal,
        replacement or extension and  (y) any such renewal,  replacement
        or extension does not encumber any additional assets or  proper-
        ties of Holdings or any of its Subsidiaries;
<PAGE>
          (iv)    Liens created pursuant to the Security Documents;

           (v)    leases  or subleases  granted  to  other  Persons  not
        materially interfering  with  the  conduct of  the  business  of
        Holdings and its Subsidiaries taken as a whole;

          (vi)    Liens upon assets of the  Borrower or any of its  Sub-
        sidiaries subject to Capitalized Lease Obligations to the extent
        such Capitalized  Lease  Obligations are  permitted  by  Section
        9.04(iv), provided that (x) such Liens only serve to secure  the
        payment of  Indebtedness arising  under such  Capitalized  Lease
        Obligation, (y) except  as otherwise  expressly permitted  under
        clause (z) below,  (1) to the  extent that any  such Lien is  in
        respect of Real  Property, there  shall be  no recourse  against
        Holdings  or  any  of  its  Subsidiaries  in  respect  of   such
        Capitalized Lease  Obligation other  than against  the  specific
        Real Property subject to such Lien and (2) the Lien  encumbering
        the asset giving rise to  the Capitalized Lease Obligation  does
        not encumber any other asset of  the Borrower or any  Subsidiary
        of the Borrower and (z) such Liens may encumber, in addition  to
        the asset giving rise to  the Capitalized Lease Obligation,  any
        other assets of the Borrower or  any Subsidiary of the  Borrower
        securing Capitalized Lease Obligations permitted to be  incurred
        hereunder and owing to the same lessor;

         (vii)    Liens  placed  upon  equipment,  machinery  or   other
        property (including Real Property) used  in the business of  the
        Borrower  or  any  of  its  Subsidiaries  at  the  time  of  the
        acquisition or construction thereof by the Borrower or any  such
        Subsidiary or within 365 days thereafter to secure  Indebtedness
        incurred to  pay all  or  a portion  of  the purchase  price  or
        construction costs thereof  or to  secure Indebtedness  incurred
        solely  for  the  purpose   of  financing  the  acquisition   or
        construction of any such equipment, machinery or other  property
        (including Real Property)  or extensions,  renewals or  replace-
        ments of any of the foregoing  for the same or a lesser  amount,
        provided that  (x) such  Indebtedness is  permitted  by  Section
        9.04(iv), (y)  except  as otherwise  expressly  permitted  under
        clause (z)  below,  (1)  the  Lien  encumbering  the  equipment,
        machinery  or  other  property  (including  Real  Property)   so
        acquired or constructed does not encumber any other asset of the
        Borrower or such Subsidiary and (2) to the extent that any  such
        Lien is in respect of Real Property, there shall be no  recourse
        against Holdings or any of its  Subsidiaries in respect of  such
        Indebtedness other  than  against  the  specific  Real  Property
        subject to  such  Lien  and (z)  such  Liens  may  encumber,  in
        addition  to  the   equipment,  machinery   or  other   property
        (including Real Property) so acquired or constructed, any  other
        assets of  the  Borrower  or  any  Subsidiary  of  the  Borrower
        securing Indebtedness  permitted to  be incurred  under  Section
        9.04(iv) and owing to the same lender;

        (viii)    easements,  rights-of-way,   restrictions,   encroach-
        ments,  zoning  restrictions  and   other  similar  charges   or
        encumbrances, and  minor title  deficiencies, in  each case  not
        securing Indebtedness and  not materially  interfering with  the
        conduct of the business of  Holdings and its Subsidiaries  taken
        as a whole;
<PAGE>
          (ix)    Liens  arising   from  precautionary   UCC   financing
        statement filings regarding operating leases;

           (x)    Liens arising  out of  the existence  of judgments  or
        awards in respect of which Holdings  or any of its  Subsidiaries
        shall in good faith be prosecuting an appeal or proceedings  for
        review in  respect of  which there  shall  have been  secured  a
        subsisting stay of execution pending such appeal or proceedings,
        provided that  the aggregate  amount of  any cash  and the  fair
        market value of any property subject to such Liens do not exceed
        $20,000,000 at any time outstanding;

          (xi)    statutory  and  common  law  landlords'  liens   under
        leases to which Holdings or any of its Subsidiaries is a party;

         (xii)    Liens (other than Liens imposed under ERISA)  incurred
        in the ordinary  course of business  in connection with  workers
        compensation claims, unemployment insurance  and other types  of
        social security;

        (xiii)    Liens  securing  the  performance  of  bids,  tenders,
        leases and contracts in the ordinary course of business,  statu-
        tory  obligations,  surety  bonds,  performance  bonds,  utility
        payments and other obligations of a like nature incurred in  the
        ordinary course of business (exclusive of obligations in respect
        of the payment for borrowed money);

         (xiv)    Liens securing  Indebtedness permitted  under  Section
        9.04(xi), which Liens were existing prior to the time the entity
        which  incurred  such  Indebtedness   became  a  Subsidiary   of
        Holdings,  provided  that  such  Liens  were  not  incurred   in
        connection with, or in contemplation of, the acquisition of such
        Subsidiary and do not attach to  any other asset of Holdings  or
        any of its Subsidiaries;

          (xv)    Liens in favor of third  parties as consignors (or  as
        creditors of such  consignors) in goods  which are delivered  to
        the Borrower or any of its Subsidiaries by such third parties on
        consignment in the  ordinary course of  business and  consistent
        with past  practices,  the  value of  which  goods  so  held  on
        consignment shall at no time exceed $10,000,000 in the aggregate
        for the Borrower and its Subsidiaries;

         (xvi)    Liens  on   inventory   of  the   Borrower   and   its
        Subsidiaries  securing   Indebtedness   permitted   by   Section
        9.04(viii);
<PAGE>
        (xvii)    Liens granted with respect to the Collateral  pursuant
        to the SL Collateral Documents in  favor of the SL Agent or  the
        SL Lenders to secure the obligations of the Credit Parties under
        the SL Guaranty, provided that (x) such Liens shall at all times
        be subject to the Intercreditor  Agreement and such Liens  shall
        only be permitted until the release of Collateral under  Section
        8.15 (and not  at any time  thereafter) and (y)  each SL  Lessor
        Collateral Document or any  Credit Party's security interest  in
        any of the SL Properties  shall concurrently and ratably  secure
        the  Obligations  under   the  Credit   Documents  (other   than
        exceptions with respect to  the assignment of  the Lease or  any
        Lease Supplement (as each such term is defined in Annex A to the
        SL Participation Agreement));

        (xviii)   Permitted Encumbrances;

         (xix)    any (x)  interest or title  of a  lessor or  sublessor
        (other than  a Credit  Party) under  any lease  entered into  by
        Holdings or any of its Subsidiaries as lessee to the extent that
        such lease  is permitted  to be  entered into  pursuant to  this
        Agreement, (y) restriction or encumbrance to which the  interest
        or title of such lessor or sublessor may be subject  (including,
        without limitation, ground leases and other prior leases of  the
        premises, mortgages, mechanics liens,  tax liens and  easements)
        or (z) subordination of the interest of the lessee or  sublessee
        under any such lease to any restriction or encumbrance  referred
        to in the preceding clause (y);

          (xx)    Liens  in favor  of  customs  or  revenue  authorities
        arising as a matter of law  to secure payment of customs  duties
        in connection with the importation of goods;

         (xxi)    Liens not otherwise permitted  by clauses (i)  through
        (xx) above securing Indebtedness of the  Borrower or any of  its
        Subsidiaries, provided that (x)  the aggregate principal  amount
        of Indebtedness secured by Liens permitted by this clause  (xxi)
        shall not exceed  $10,000,000 at any  time outstanding, (y)  any
        such Indebtedness shall be permitted under Section 9.04 and  (z)
        such Liens shall not attach to any Collateral; and

        (xxii)    the replacement,  extension  or renewal  of  any  Lien
        permitted by  this Section  9.01 upon  or in  the same  property
        subject to such Lien and as security for the same obligations or
        any refinancings  thereof to  the extent  such refinancings  are
        permitted under Section 9.04, provided  that such Lien does  not
        extend to or cover any property  other than property covered  by
        such Lien immediately  prior to such  replacement, extension  or
        renewal of such Lien and the principal amount of the obligations
        secured thereby is not increased.
<PAGE>
   In connection with  the granting of  Liens of the  type described  in
   clauses (vi) and (vii) of this Section 9.01 by the Borrower or any of
   its Subsidiaries, the Administrative  Agent and the Collateral  Agent
   shall be authorized  to and shall  take any actions  necessary to  be
   taken by it in  connection therewith (including, without  limitation,
   by  executing  appropriate  lien   releases  or  lien   subordination
   agreements in favor of the holder or holders of such Liens, in either
   case solely with respect to the item or items of property subject  to
   such Liens).

             9.02  Consolidation, Merger,  Purchase or  Sale of  Assets,
   etc.  Holdings will not, and will not permit any of its  Subsidiaries
   to, wind up,  liquidate or  dissolve its  affairs or  enter into  any
   transaction of merger  or consolidation,  or convey,  sell, lease  or
   otherwise dispose of all  or any part of  its property or assets,  or
   enter into any sale-leaseback transactions, or purchase or  otherwise
   acquire (in one or a series of related transactions) any part of  the
   property or assets  (other than  purchases or  other acquisitions  of
   inventory,  materials  and  equipment  in  the  ordinary  course   of
   business) of any Person (or agree to  do any of the foregoing at  any
   future time), except that:

            (i)   Capital Expenditures by Holdings and its  Subsidiaries
        shall be permitted  to the extent  not in  violation of  Section
        9.07;

           (ii)   each of  the Borrower  and its  Subsidiaries may  make
        sales of Cash Equivalents and  inventory in the ordinary  course
        of business;

          (iii)   each of  the Borrower  and its  Subsidiaries may  sell
        damaged,  obsolete  or  worn-out  assets  that  are  no   longer
        necessary for the  proper conduct of  their respective  business
        for fair market value and in the ordinary course of business;

           (iv)   each of the Borrower and its Subsidiaries may sell  or
        discount, in  each case  without recourse  and in  the  ordinary
        course of business, accounts receivable arising in the  ordinary
        course of business, but only  in connection with the  compromise
        or collection thereof;

            (v)   each of the Borrower and its Subsidiaries may sell  or
        otherwise transfer in an arm's-length transaction to a Developer
        of a  Development  Site constituting  a  Development  Investment
        permitted under Section 9.05(xiv);

           (vi)   each of the Borrower and its Subsidiaries may sell  or
        otherwise dispose of other assets in an aggregate amount not  to
        exceed $200,000  per  sale or  other  disposition or  series  of
        related sales or other dispositions, provided that the aggregate
        value of all such sales or  other dispositions pursuant to  this
        clause (vi) shall not  exceed $2,000,000 in  any fiscal year  of
        the Borrower;
<PAGE>
          (vii)   each of  the Borrower  and its  Subsidiaries may  sell
        stores which  are  no  longer useful  to  the  business  of  the
        Borrower and  its  Subsidiaries,  provided  that  the  aggregate
        number of  stores sold  pursuant to  this  clause (vii)  in  any
        fiscal year  of the  Borrower shall  not exceed  five plus,  for
        fiscal  year  1998  and  each   fiscal  year  of  the   Borrower
        thereafter, a number of stores  equal to the difference  between
        five and the number  of stores sold under  this clause (vii)  in
        the immediately preceding fiscal year of the Borrower;

         (viii)   the Borrower  and its  Subsidiaries may  (x) sell  (i)
        either or both the warehouse facility located at 4404 West  42nd
        Street, Chicago, Illinois  and the garage  connected to  Donna's
        Meat Facility  located at  7745  Franklin Street,  Forest  Park,
        Illinois, (ii) the warehouse described  in Part (a) of  Schedule
        XI, (iii)  either or  both the  office building  and print  shop
        described in Part (a) of Schedule  XI, and (iv) store number  92
        described in Schedule III, (y) sell and concurrently  lease-back
        the equipment described in Part (b) of Schedule XI and (z)  sell
        other assets having an aggregate fair market value not in excess
        of $5,000,000 in any  fiscal year, so long  as in each case  for
        preceding clauses (x), (y) and (z),  (i) no Default or Event  of
        Default then exists or would result therefrom, (ii) the Borrower
        or the respective Subsidiary receives at least fair market value
        (as determined in good faith by the Borrower or such Subsidiary,
        as the case may be)  and (iii) the total consideration  received
        by the Borrower or such Subsidiary  is at least 50% cash and  is
        paid at the time of the closing of such sale;

           (ix)   Investments may  be made  to the  extent permitted  by
        Section 9.05;

            (x)   each of the  Borrower and its  Subsidiaries may  lease
        (as lessee) real or personal property (so long as any such lease
        does not create  a Capitalized  Lease Obligation  except to  the
        extent permitted by Section 9.04(iv));

           (xi)   each of the  Borrower and its  Subsidiaries may  grant
        leases or subleases to other Persons not materially  interfering
        with the  conduct  of  the business  of  the  Borrower  and  its
        Subsidiaries taken as a whole;

          (xii)   each  of  the  Borrower   and  its  Subsidiaries   may
        consummate Permitted Sale-Leaseback Transactions;

         (xiii)   any Subsidiary  of the  Borrower  (x) may  be  merged,
        consolidated or liquidated with or into the Borrower so long  as
        the Borrower  is  the  surviving  corporation  of  such  merger,
        consolidation or liquidation  and (y)  may transfer  all or  any
        portion of its assets to the Borrower; and
<PAGE>
          (xiv)    any Subsidiary  of the  Borrower (x)  may be  merged,
        consolidated or liquidated with or into any other Subsidiary  of
        the Borrower so  long as  (i) in the  case of  any such  merger,
        consolidation or liquidation  involving a Subsidiary  Guarantor,
        the Subsidiary Guarantor  is the surviving  corporation of  such
        merger, consolidation or liquidation and (ii) in addition to the
        requirements of preceding clause  (i), in the  case of any  such
        merger, consolidation  or liquidation  involving a  Wholly-Owned
        Subsidiary of the Borrower,  the Wholly-Owned Subsidiary is  the
        surviving  corporation   of   such  merger,   consolidation   or
        liquidation, (y) may transfer all or  any portion of its  assets
        to any  Subsidiary  Guarantor  and (z)  may,  so  long  as  such
        Subsidiary  is  not  a  Subsidiary  Guarantor,  (i)  be  merged,
        consolidated or liquidated with or into any other Subsidiary  of
        the Borrower  that  is  not  a  Subsidiary  Guarantor  and  (ii)
        transfer  all  or  any  portion  of  its  assets  to  any  other
        Subsidiary of the Borrower that is not a Subsidiary Guarantor.

   Notwithstanding anything  to the  contrary  contained above  in  this
   Section 9.02,  Holdings will  not, and  will not  permit any  of  its
   Subsidiaries to, sell the capital stock  or other equity interest  in
   any Subsidiary of Holdings other than  a sale of 100% of the  capital
   stock or other equity interests in any Subsidiary of the Borrower  in
   accordance with the provisions set forth above in this Section  9.02.
   To the extent the Required Banks waive the provisions of this Section
   9.02 with respect to the sale of any Collateral, or any Collateral is
   sold as permitted by this Section 9.02 (other than to the Borrower or
   a Subsidiary thereof), such Collateral shall  be sold free and  clear
   of the Liens created by the Security Documents and the Administrative
   Agent and the Collateral Agent shall be authorized to and shall  take
   any actions necessary in order to effect the foregoing.

        9.03  Dividends.  Holdings will not, and will not permit any  of
   its Subsidiaries to,  authorize, declare  or pay  any Dividends  with
   respect to Holdings or any of its Subsidiaries, except that:

            (i)   any Subsidiary of the Borrower may pay cash  Dividends
        to the  Borrower  or  to  any  Wholly-Owned  Subsidiary  of  the
        Borrower;

           (ii)   any non-Wholly-Owned  Subsidiary of  the Borrower  may
        pay cash Dividends to its shareholders generally so long as  the
        Borrower or  its respective  Subsidiary  which owns  the  equity
        interest in  the Subsidiary  paying such  Dividends receives  at
        least its proportionate share  thereof (based upon its  relative
        holding of the  equity interest  in the  Subsidiary paying  such
        Dividends and taking into  account the relative preferences,  if
        any,  of  the  various  classes  of  equity  interests  of  such
        Subsidiary);
<PAGE>
          (iii)   so long as there  shall exist no  Default or Event  of
        Default (both  before and  after giving  effect to  the  payment
        thereof), Holdings  or any  of its  Subsidiaries may  repurchase
        outstanding shares of Holdings Common Stock (or options to  pur-
        chase such common stock) held  by employees or former  employees
        of Holdings or any of its Subsidiaries, provided that the aggre-
        gate amount  of  the cash  portion  of such  purchases  and  the
        aggregate cash  payment made  with respect  to promissory  notes
        issued to such employees or former employees in connection  with
        a previous purchase of such employee's Holdings Common Stock (or
        options to purchase such common stock)  does not exceed the  sum
        of (1) $3,500,000 in  any fiscal year of  Holdings plus (2)  the
        aggregate amount of cash proceeds  received by Holdings in  such
        fiscal year from its sale of shares of Holdings Common Stock  to
        a stock option  or other stock  plan of Holdings  or any of  its
        Subsidiaries or to any  participant in any such  plan or to  any
        employee of  Holding  or any  of  its Subsidiaries  during  such
        fiscal year  except  to the  extent  that such  additional  cash
        proceeds  increased  the   amount  of  the   basket  for   stock
        repurchases pursuant to Section 9.03(vii);

           (iv)   so long as there  shall exist no  Default or Event  of
        Default (both  before and  after giving  effect to  the  payment
        thereof), the Borrower  may pay  cash Dividends  to Holdings  so
        long as Holdings  promptly uses such  proceeds for the  purposes
        described in clause (iii) of this Section 9.03;

            (v)   the Borrower  may pay  cash Dividends  to Holdings  so
        long as the proceeds  thereof are promptly  used by Holdings  to
        pay operating  expenses  and  Illinois franchise  taxes  in  the
        ordinary course  of  business  (including,  without  limitation,
        professional fees  and  expenses) and  other  similar  corporate
        overhead costs and expenses;

           (vi)   the Borrower may  pay cash Dividends  to Holdings  for
        the sole  purpose  of  paying Holdings'  and  its  Subsidiaries'
        income tax obligations to the extent  and at the times  required
        by the Holdings Tax Sharing Agreement;
<PAGE>
          (vii)   so long as there  shall exist no  Default or Event  of
        Default (both  before and  after giving  effect to  the  payment
        thereof), (x) the  Borrower may pay  cash Dividends to  Holdings
        for the sole purpose of allowing Holdings to repurchase Holdings
        Common Stock (and Holdings may (and shall promptly upon  receipt
        of such Dividends) so repurchase Holdings Common Stock with  all
        such Dividend payments)  in an aggregate  amount (together  with
        the aggregate amount used by  the Borrower and its  Subsidiaries
        to purchase Holdings Common Stock pursuant to clause (y) of this
        Section 9.03(vii)) not to exceed $35,000,000 (plus the aggregate
        amount of cash proceeds received by Holdings after the Effective
        Date from any sale or issuance  of Holdings Common Stock  except
        to the extent that such  additional cash proceeds increased  the
        amount  of  the  basket   for  stock  repurchases  pursuant   to
        Section 9.03(iii)) and (y) the Borrower and its Subsidiaries may
        purchase Holdings Common Stock in an aggregate amount  (together
        with the aggregate amount of Dividends made to Holdings pursuant
        to  clause  (x)  of  this  Section  9.03(vii))  not  to   exceed
        $35,000,000 (plus the aggregate amount of cash proceeds received
        by Holdings after the Effective Date  from any sale or  issuance
        of  Holdings  Common  Stock  except  to  the  extent  that  such
        additional cash proceeds increased the amount of the basket  for
        stock repurchases pursuant to Section 9.03(iii));

         (viii)   so long as there  shall exist no  Default or Event  of
        Default (both  before and  after giving  effect to  the  payment
        thereof), the Borrower  may pay cash  Dividends to Holdings  for
        the purpose of enabling Holdings to pay cash Dividends to, or to
        repurchase, redeem or  otherwise acquire  Holdings Common  Stock
        from, the holders of Holdings Common Stock and the Borrower  and
        its Subsidiaries  may repurchase,  redeem or  otherwise  acquire
        Holdings Common Stock  from the holders  thereof, provided  that
        (x) the aggregate amount  of cash Dividends  paid and cash  paid
        for all  such repurchases,  redemptions and  other  acquisitions
        pursuant to this clause (viii) in  any fiscal year of  Holdings,
        when added to  the aggregate amount  of Intercompany Loans  made
        for such purposes pursuant to Section 9.05(x) during such fiscal
        year, shall not  exceed the sum  of (1) $3,000,000  and (2)  the
        lesser of (A) the Cumulative Income Amount at such time and  (B)
        $2,000,000, and (y) the Leverage Ratio for the Test Period  then
        most recently ended (which Leverage Ratio shall be evidenced  by
        a certificate of the president,  the chief financial officer  or
        the treasurer of Holdings delivered to the Administrative  Agent
        at least  three  Business  Days prior  to  declaration  of  such
        Dividends) does not exceed 3.00:1.00; and

           (ix)   the Borrower may  pay cash Dividends  to Holdings  for
        the purpose of enabling Holdings  to make stock acquisitions  of
        Persons who will, upon  such acquisition, become a  Wholly-Owned
        Subsidiary of  Holdings  to  the extent  permitted  by  Sections
        9.05(xii) and 9.07.

             9.04  Indebtedness.  Holdings will not, and will not permit
   any of its Subsidiaries to, contract, create, incur, assume or suffer
   to exist any Indebtedness, except:

            (i)   Indebtedness incurred pursuant  to this Agreement  and
        the other Credit Documents;
<PAGE>
           (ii)   Existing Indebtedness  outstanding  on  the  Effective
        Date and listed  on Schedule  V, and  any subsequent  extension,
        renewal or  refinancing  thereof, provided  that  the  aggregate
        principal amount of the Indebtedness to be extended, renewed  or
        refinanced does not increase from that amount outstanding at the
        time of any such extension, renewal or refinancing;

          (iii)   Indebtedness   under    Interest    Rate    Protection
        Agreements entered  into  with  respect  to  other  Indebtedness
        permitted under this Section 9.04;

           (iv)   Indebtedness of  the  Borrower  and  its  Subsidiaries
        evidenced by  Capitalized  Lease  Obligations  and  Indebtedness
        subject to  Liens permitted  under Section  9.01(vii),  provided
        that (x)  in  no  event  shall the  sum  of  (I)  the  aggregate
        outstanding  principal   amount   of   all   Capitalized   Lease
        Obligations and (II) the aggregate outstanding principal  amount
        of all such Indebtedness at any  time exceed an amount equal  to
        the  aggregate  principal  amount   of  all  Capitalized   Lease
        Obligations and all such  other Indebtedness outstanding on  the
        Effective Date plus $150,000,000;

            (v)   Indebtedness  of  Holdings,   the  Borrower  and   the
        Subsidiary Guarantors consisting of Contingent Obligations under
        the SL Guaranty;

           (vi)   intercompany  Indebtedness  among  Holdings  and   its
        Subsidiaries to  the  extent permitted  by  Sections 9.05(viii),
        (ix) and (x);

          (vii)   Indebtedness consisting of guaranties by the  Borrower
        and its Subsidiaries of other Indebtedness, Operating Leases and
        other obligations of the Borrower and its Subsidiaries otherwise
        permitted to be incurred under this Agreement;

         (viii)   each of the Borrower  and its Subsidiaries may  become
        and remain liable  with respect to  Indebtedness represented  by
        Deferred Trade Payables  in an  aggregate amount  not to  exceed
        $10,000,000 at any time outstanding;

           (ix)   Holdings or  any of  its Subsidiaries  may become  and
        remain  liable  with  respect   to  Indebtedness  evidenced   by
        promissory notes subordinated to  the Obligations and issued  to
        employees and  former  employees  of  Holdings  or  any  of  its
        Subsidiaries in  lieu  of cash  payment  for stock  of  Holdings
        required to be  purchased pursuant to  Holdings' or  any of  the
        Subsidiaries' stock option or  other stock plans, provided  that
        the aggregate principal amount of all such Indebtedness does not
        exceed $5,000,000 at any time outstanding;

            (x)   to  the extent  that  any  Senior  Subordinated  Notes
        remain  outstanding   after   giving  effect   to   the   Senior
        Subordinated Note Tender Offer, Indebtedness of the Borrower and
        the Subsidiary  Guarantors evidenced  by such  remaining  Senior
        Subordinated Notes (less the principal amount of all  repayments
        made in respect thereof after the Effective Date);
<PAGE>
           (xi)   Subsidiaries of Holdings acquired after the  Effective
        Date, the acquisition of which is permitted under Section  9.07,
        may  remain  liable  with   respect  to  Indebtedness   existing
        immediately  prior  to  the  time  any  such  entity  became   a
        Subsidiary of Holdings, provided that (x) such Indebtedness  was
        not incurred  in connection  with or  in contemplation  of  such
        acquisition and (y) the aggregate  principal amount of all  such
        Indebtedness outstanding  at  any  one  time  shall  not  exceed
        $10,000,000,  provided,  further,  that  such  Subsidiaries  may
        become and remain liable  with respect to Indebtedness  incurred
        to refinance such existing Indebtedness if, after giving  effect
        to such  refinancing  Indebtedness  and  the  repayment  of  the
        corresponding existing Indebtedness  with the proceeds  thereof,
        (a)  the   aggregate  principal   amount  of   the   refinancing
        Indebtedness and  the  corresponding  existing  Indebtedness  so
        refinanced shall not be  greater than the outstanding  principal
        amount of such existing  Indebtedness immediately prior to  such
        refinancing, (b) the weighted average  life to maturity of  such
        refinancing Indebtedness shall  be no shorter  than that of  the
        existing Indebtedness being refinanced and (c) such  refinancing
        Indebtedness shall  not be  secured by  any additional  property
        than  that  which  secures   the  existing  Indebtedness   being
        refinanced;

          (xii)   each of the Borrower  and its Subsidiaries may  become
        and remain liable with  respect to Contingent Obligations  under
        guaranties in the ordinary course of business of the obligations
        of suppliers, customers, franchisees,  lessors and licensees  of
        the Borrower and its Subsidiaries in an aggregate amount  which,
        when added to  the aggregate  amount the  amount of  Investments
        made under Section 9.05(xv), shall not exceed $5,000,000 at  any
        time;

         (xiii)   Indebtedness of the Borrower  and its Subsidiaries  in
        respect of Other Hedging Agreements entered into in the ordinary
        course of business for bona fide hedging activities;

          (xiv)   so long as no Default or Event of Default then  exists
        or  would  result  therefrom,  Contingent  Obligations  of   the
        Borrower and its  Subsidiaries in  respect of  obligations of  a
        Developer, provided that (x) no such Contingent Obligation shall
        be incurred  unless,  at the  time  of the  incurrence  of  such
        Contingent  Obligation,  the  Development  Site  and  the  store
        located or  to be  located at  the  Development Site  have  been
        leased or irrevocably committed by the Developer to be leased to
        the Borrower or one  of its Subsidiaries and  (y) the amount  of
        such Contingent Obligations (including any payments made by  the
        Borrower or any  of its Subsidiaries  in respect thereof),  when
        aggregated with  the amount  of Investments  made under  Section
        9.05(xiv), shall not exceed $30,000,000 at any time outstanding;
        and

           (xv)   additional Indebtedness incurred  by the Borrower  and
        its Subsidiaries in an aggregate principal amount not to  exceed
        $40,000,000 at any one time outstanding.
<PAGE>
             9.05  Advances, Investments and Loans.  Holdings will  not,
   and  will  not  permit  any  of  its  Subsidiaries  to,  directly  or
   indirectly, lend money or credit or  make advances to any Person,  or
   purchase or acquire any stock, obligations  or securities of, or  any
   other interest in,  or make any  capital contribution  to, any  other
   Person, or purchase  or own a  futures contract  or otherwise  become
   liable for the purchase or sale of currency or other commodities at a
   future date in the nature of a futures contract, or hold any cash  or
   Cash  Equivalents  (each  of  the  foregoing  an  "Investment"   and,
   collectively, "Investments"),  except  that the  following  shall  be
   permitted:

            (i)   the Borrower  and  its Subsidiaries  may  acquire  and
        hold accounts receivables owing  to any of  them, if created  or
        acquired in  the  ordinary course  of  business and  payable  or
        dischargeable in accordance  with customary trade  terms of  the
        Borrower or such Subsidiary;

           (ii)   Holdings and  its Subsidiaries  may acquire  and  hold
        cash and Cash Equivalents;

          (iii)   the  Borrower  and  its  Subsidiaries  may  hold   the
        Investments held by them on the Effective Date and described  on
        Schedule VIII,  provided that  any additional  Investments  made
        with respect thereto  shall be permitted  only if  independently
        justified under the other provisions of this Section 9.05;

           (iv)   the Borrower and its Subsidiaries may acquire and  own
        investments (including debt obligations) received in  connection
        with the bankruptcy or reorganization of suppliers and customers
        and in good faith settlement  of delinquent obligations of,  and
        other disputes  with, customers  and  suppliers arising  in  the
        ordinary course of business;

            (v)   the Borrower and its  Subsidiaries may make loans  and
        advances to their respective employees so long as the  aggregate
        principal amount  thereof at  any time  outstanding  (determined
        without regard to  any write-downs or  write-offs of such  loans
        and advances) shall not exceed $5,000,000;

           (vi)   Holdings may acquire  and hold obligations  of one  or
        more officers  or other  employees of  Holdings  or any  of  its
        Subsidiaries in  connection with  such officers'  or  employees'
        acquisition of shares  of Holdings Common  Stock so  long as  no
        cash is paid  by Holdings  or any  of its  Subsidiaries to  such
        officers or employees in connection with the acquisition of  any
        such obligations;

          (vii)   the Borrower may enter  into Interest Rate  Protection
        Agreements to the extent permitted by Section 9.04(iii);
<PAGE>
         (viii)   the Borrower and  the Subsidiary  Guarantors may  make
        Intercompany Loans between or among one  another so long as  (i)
        each Intercompany  Loan shall  be evidenced  by an  Intercompany
        Note that is, prior to the  Collateral Release Date, pledged  to
        the Collateral Agent pursuant to the applicable Pledge Agreement
        and (ii) the Borrower's obligations under all Intercompany Loans
        made to  it shall  be subordinate  in right  of payment  to  the
        payment in full of the Obligations pursuant to the terms of  the
        applicable Intercompany  Note and  the subordination  provisions
        attached thereto;

           (ix)   the  Borrower and  its  Subsidiaries  may  enter  into
        Other Hedging  Agreements to  the  extent permitted  by  Section
        9.04(xiii);

            (x)   the Borrower may, in lieu of paying cash Dividends  to
        Holdings pursuant to  (and as permitted  by) Section 9.03,  make
        Intercompany Loans  to Holdings  for the  purposes described  in
        such Sections  and otherwise  subject to  the dollar  and  other
        limitations set forth therein;

           (xi)   Holdings may make equity contributions to the  capital
        of the Borrower and the  Borrower and the Subsidiary  Guarantors
        may make equity contributions to the capital of their respective
        Subsidiaries which are Subsidiary Guarantors;

          (xii)   Holdings and its  Subsidiaries may  create or  acquire
        new Subsidiaries to  the extent otherwise  permitted under  this
        Agreement, provided that (x) any such new Subsidiary is  wholly-
        owned by Holdings  and/or one of  its Wholly-Owned  Subsidiaries
        and the provisions of Sections 8.12 and 8.13 have been  complied
        with, (y) to the extent that  such new Subsidiary is created  or
        acquired by Holdings,  Holdings promptly thereafter  contributes
        the stock of such new Subsidiary to the Borrower and (z) to  the
        extent  such  creation  or  acquisition  constitutes  a  Capital
        Expenditure, such Capital Expenditure is permitted under Section
        9.07;

         (xiii)   the Borrower  and  its Subsidiaries  may  acquire  and
        hold non-cash consideration received in connection with an Asset
        Sale to the extent permitted by Section 9.02, provided that  (x)
        the aggregate  principal amount  of all  non-cash  consideration
        received shall  not at  any time  exceed $7,000,000  (determined
        without regard to any write-offs or write-downs thereof) and (y)
        until  the   Collateral   Release  Date,   all   such   non-cash
        consideration shall be pledged pursuant to the applicable Pledge
        Agreement or Security Agreement, as the case may be;
<PAGE>
          (xiv)   so long as no Default or Event of Default then  exists
        or  would  result  therefrom,  the   Borrower  or  any  of   its
        Subsidiaries may  make  Development  Investments in  or  to  any
        Developer, provided  that  (x) no  such  Development  Investment
        shall be permitted  unless, at the  time of the  making of  such
        Development Investment,  the  Development  Site  and  the  store
        located or  to be  located at  the  Development Site  have  been
        leased or irrevocably committed by the Developer to be leased to
        the  Borrower  or  one  of  its  Subsidiaries,  (y)  except  for
        Contingent Obligations permitted pursuant to Section  9.04(xiv),
        neither the  Borrower nor  any of  its  Subsidiaries may  be  or
        become a general partner of any Developer or otherwise be liable
        in any manner for any Indebtedness  or any other obligations  of
        any Developer  (other  than  pursuant  to  customary  provisions
        contained in any  lease pertaining to  a Development  Site or  a
        store leased to the Borrower or one of its Subsidiaries) and (z)
        the aggregate amount  of all such  Development Investments  plus
        the aggregate amount of  all Contingent Obligations  outstanding
        pursuant to Section  9.04(xiv) (including any  payments made  by
        the Borrower  or any  of its  Subsidiaries  in respect  of  such
        Contingent Obligations) shall not exceed $30,000,000 at any time
        outstanding;

           (xv)   each of  the Borrower  and its  Subsidiaries may  make
        and own Investments (x) in suppliers in anticipation of becoming
        a customer  of such  suppliers and  in  lieu of  deposits,  cash
        discounts or  concessions  and  (y)  in  connection  with  joint
        ventures with suppliers entered into  in the ordinary course  of
        business,  provided  that  the  aggregate  amount  of  all  such
        Investments under clauses (x) and (y), together with the  amount
        of guaranties  permitted  under  Section  9.04(xii),  shall  not
        exceed $5,000,000 at any time outstanding;

          (xvi)   the  Borrower  and   its  Subsidiaries  may   purchase
        Holdings Common  Stock  to  the  extent  permitted  pursuant  to
        Sections 9.03(iii),(vii) and (viii); and

         (xvii)   the Borrower and its Subsidiaries may make  additional
        Investments in an  aggregate amount not  to exceed  at any  time
        $25,000,000, provided  that no  more  than $15,000,000  of  such
        Investments may be made in Unrestricted Subsidiaries.

             9.06  Transactions with Affiliates.  Holdings will not, and
   will  not  permit  any  of  its  Subsidiaries  to,  enter  into   any
   transaction or series of related  transactions with any Affiliate  of
   Holdings or any of its Subsidiaries,  other than on terms and  condi-
   tions substantially as  favorable to Holdings  or such Subsidiary  as
   would reasonably be obtained by Holdings  or such Subsidiary at  that
   time in a  comparable arm's-length  transaction with  a Person  other
   than an Affiliate, except  that the following in  any event shall  be
   permitted:

            (i)   Dividends  may be  paid  to  the  extent  provided  in
        Section 9.03;

           (ii)   loans  may be  made  and  other  transactions  may  be
        entered into  by Holdings  and its  Subsidiaries to  the  extent
        permitted by Sections 9.02, 9.04 and 9.05;
<PAGE>
          (iii)   reasonable  and  customary   fees  may   be  paid   to
        directors of Holdings and its Subsidiaries;

           (iv)   transactions between  or among  the Borrower  and  its
        Wholly-Owned Subsidiaries to the  extent that such  transactions
        are not otherwise restricted under this Agreement;

            (v)   issuances of  stock,  payments of  bonuses  and  other
        transactions pursuant to employment or compensation  agreements,
        stock option  agreements, indemnification  agreements and  other
        arrangements with employees and directors of Holdings or any  of
        its Subsidiaries in the ordinary course of business;

           (vi)   payments by Holdings  and its  Subsidiaries under  the
        Holdings Tax Sharing Agreements;

          (vii)   payment of  consulting  and other  fees  and  expenses
        under the Yucaipa Management Agreement; and

         (viii)   the issuance by Holdings  of Holdings Common Stock  to
        Yucaipa pursuant to the exercise of the Yucaipa Warrant.

             9.07  Capital Expenditures.   (a)  Holdings  will not,  and
   will not  permit  any  of  its  Subsidiaries  to,  make  any  Capital
   Expenditures, except that (i) during the period from November 3, 1996
   through and including November 1, 1997, Holdings and its Subsidiaries
   may make Capital Expenditures  in an aggregate  amount not to  exceed
   $75,000,000 and (ii)  during any fiscal  year of Holdings  thereafter
   (taken as one accounting period),  Holdings and its Subsidiaries  may
   make Capital Expenditures so long as the aggregate amount of all such
   Capital Expenditures does not exceed  $90,000,000 in any such  fiscal
   year, it  being  understood and  agreed,  however, that  any  Capital
   Expenditures made by  Holdings pursuant  to this  Section 9.07(a)  or
   pursuant to Section  9.07(b) shall be  permitted only  to the  extent
   that such Capital  Expenditures constitute a  stock acquisition of  a
   Person who  will,  upon  such acquisition,  become  a  Subsidiary  of
   Holdings and Holdings promptly contributes  the stock of such  Person
   to the Borrower.

             (b)(i)  In addition to the foregoing, in the event that the
   amount of Capital Expenditures permitted to  be made by Holdings  and
   its Subsidiaries pursuant to clause (a)  above in any fiscal year  of
   Holdings (before  giving effect  to any  increase in  such  permitted
   Capital Expenditure amount pursuant to  this clause (b)(i) but  after
   giving effect to any reduction in such amount as a result of  Capital
   Expenditures made pursuant to clause  (b)(ii) below) is greater  than
   the amount of Capital Expenditures actually made by Holdings and  its
   Subsidiaries during  such fiscal  year, such  excess may  be  carried
   forward and utilized to make Capital Expenditures in the  immediately
   succeeding fiscal year; provided that in no event shall the aggregate
   amount of Capital Expenditures made by Holdings and its  Subsidiaries
   during any  fiscal  year pursuant  to  Section 9.07(a),  this  clause

   (b)(i) and clause (b)(ii) below exceed 130% of the permitted  Capital
   Expenditure  amount   for  such   fiscal  year   as  set   forth   in
   Section 9.07(a) (before giving effect to any reduction in such amount
   pursuant to clause (b)(ii) below as a result of Capital  Expenditures
   made pursuant to clause (b)(ii) below).
<PAGE>
             (ii)   In  addition to  the  foregoing, commencing  in  the
   Borrower's fiscal year beginning November 2, 1997, in the event  that
   Holdings and its Subsidiaries have  made Capital Expenditures in  any
   fiscal year pursuant  to clauses (a)  and (b)(i) above  in an  amount
   equal to the maximum amount permitted to be made in such fiscal  year
   pursuant to  such clauses  and so  long  as no  Default or  Event  of
   Default then exists, Holdings and  its Subsidiaries may make  Capital
   Expenditures in  such fiscal  year by  utilizing expenditure  amounts
   permitted to  be  made  in the  immediately  succeeding  fiscal  year
   pursuant to clause (a) above and  any such Capital Expenditures  made
   pursuant to this  clause (b)(ii) in  such current  fiscal year  shall
   reduce the amount of Capital Expenditures permitted to be made in the
   immediately succeeding fiscal year, provided  that in no event  shall
   the aggregate amount of Capital Expenditures made by Holdings and its
   Subsidiaries during  any fiscal  year  pursuant to  Section  9.07(a),
   clause (b)(i)  above  and this  clause  (b)(ii) exceed  130%  of  the
   permitted Capital  Expenditure amount  for such  fiscal year  as  set
   forth in Section 9.07(a)  (before giving effect  to any reduction  in
   such amount pursuant to  this clause (b)(ii) as  a result of  Capital
   Expenditures made pursuant to this clause (b)(ii)).

             (c)   In addition  to the  foregoing, the  Borrower and  it
   Subsidiaries may make  Capital Expenditures  with the  amount of  Net
   Sale Proceeds received  by the Borrower  or any  of its  Subsidiaries
   from any Asset Sale reinvested within 365 days following the date  of
   such Asset  Sale  to  the  extent such  Net  Sale  Proceeds  are  not
   otherwise required to be applied to  reduce the Total Revolving  Loan
   Commitment pursuant to Section 3.03(b).

             (d)  In addition  to the  foregoing, the  Borrower and  its
   Subsidiaries may make  Capital Expenditures  with the  amount of  Net
   Insurance  Proceeds  received   by  the  Borrower   or  any  of   its
   Subsidiaries from any Recovery  Event so long  as such Net  Insurance
   Proceeds are used to replace or  restore any properties or assets  in
   respect of which  such Net Insurance  Proceeds were  paid within  365
   days following the  date of receipt  of such  Net Insurance  Proceeds
   from such Recovery Event  to the extent  such Net Insurance  Proceeds
   are not  otherwise  required  to  be  applied  to  reduce  the  Total
   Revolving Loan Commitment pursuant to Section 3.03(d).

             (e)   Notwithstanding anything  to the  contrary  contained
   herein, (i) the  aggregate cumulative amount  of purchase price  with
   respect to  Store  Land  Properties shall  not  exceed  at  any  time
   $25,000,000 minus the aggregate cumulative amount of losses  incurred
   by the Credit Parties  after the Effective Date  with respect to  any
   Store Land Property acquired after  the Effective Date (which  losses
   shall be  calculated  on or  after  the date  of  the sale  or  other
   disposition of such Store Land Property as the purchase price of such
   Store  Land  Property  minus  the  cash  proceeds  received  by   the
   applicable Credit  Party on  or before  such date  of calculation  in
   connection with such sale or other disposition) and (ii) the Borrower
   and its Subsidiaries shall not acquire  any Store Land Properties  so
   long as a Default or Event of Default has occurred and is  continuing
   or would result therefrom.
<PAGE>
             9.08  Minimum Fixed  Charge Coverage  Ratio.  Holdings  and
   the Borrower will not permit the Fixed Charge Coverage Ratio for  any
   Test Period ending on  the last day of  a fiscal quarter of  Holdings
   set forth below  to be less  than the ratio  set forth opposite  such
   fiscal quarter below:

                  Fiscal Quarter                     Ratio

                  4th Fiscal Quarter, 1997           1.55:1.00

                  1st Fiscal Quarter, 1998           1.55:1.00
                  2nd Fiscal Quarter, 1998           1.55:1.00
                  3rd Fiscal Quarter, 1998           1.55:1.00
                  4th Fiscal Quarter, 1998           1.55:1.00

                  1st Fiscal Quarter, 1999           1.60:1.00
                  2nd Fiscal Quarter, 1999           1.60:1.00
                  3rd Fiscal Quarter, 1999           1.65:1.00
                  4th Fiscal Quarter, 1999           1.65:1.00

                  1st Fiscal Quarter, 2000           1.65:1.00
                  2nd Fiscal Quarter, 2000           1.65:1.00
                  3rd Fiscal Quarter, 2000           1.70:1.00
                  4th Fiscal Quarter, 2000           1.70:1.00

                  1st Fiscal Quarter, 2001           1.70:1.00
                  2nd Fiscal Quarter, 2001           1.70:1.00
                  3rd Fiscal Quarter, 2001           1.75:1.00
                  4th Fiscal Quarter, 2001           1.75:1.00

                  1st Fiscal Quarter, 2002           1.75:1.00
                  2nd Fiscal Quarter, 2002           1.75:1.00
                  3rd Fiscal Quarter, 2002           1.75:1.00
                  4th Fiscal Quarter, 2002           1.75:1.00

                  1st Fiscal Quarter, 2003           1.75:1.00
                  2nd Fiscal Quarter, 2003           1.75:1.00
                  3rd Fiscal Quarter, 2003           1.75:1.00
                  4th Fiscal Quarter, 2003           1.75:1.00

                  1st Fiscal Quarter, 2004           1.75:1.00
                  2nd Fiscal Quarter, 2004           1.75:1.00
<PAGE>
             9.09  Maximum Leverage  Ratio.  Holdings and  the  Borrower
   will not permit the Leverage Ratio as  of the last day of any  fiscal
   quarter of Holdings set forth below to be greater than the ratio  set
   forth opposite such fiscal quarter below:


                  Fiscal Quarter                     Ratio

                  4th Fiscal Quarter, 1997           5.00:1.00

                  1st Fiscal Quarter, 1998           5.00:1.00
                  2nd Fiscal Quarter, 1998           5.00:1.00
                  3rd Fiscal Quarter, 1998           4.75:1.00
                  4th Fiscal Quarter, 1998           4.50:1.00

                  1st Fiscal Quarter, 1999           4.25:1.00
                  2nd Fiscal Quarter, 1999           4.00:1.00
                  3rd Fiscal Quarter, 1999           3.75:1.00
                  4th Fiscal Quarter, 1999           3.50:1.00

                  1st Fiscal Quarter, 2000           3.50:1.00
                  2nd Fiscal Quarter, 2000           3.50:1.00
                  3rd Fiscal Quarter, 2000           3.50:1.00
                  4th Fiscal Quarter, 2000           3.50:1.00

                  1st Fiscal Quarter, 2001           3.50:1.00
                  2nd Fiscal Quarter, 2001           3.50:1.00
                  3rd Fiscal Quarter, 2001           3.50:1.00
                  4th Fiscal Quarter, 2001           3.50:1.00

                  1st Fiscal Quarter, 2002           3.50:1.00
                  2nd Fiscal Quarter, 2002           3.50:1.00
                  3rd Fiscal Quarter, 2002           3.50:1.00
                  4th Fiscal Quarter, 2002           3.50:1.00

                  1st Fiscal Quarter, 2003           3.50:1.00
                  2nd Fiscal Quarter, 2003           3.50:1.00
                  3rd Fiscal Quarter, 2003           3.50:1.00
                  4th Fiscal Quarter, 2003           3.50:1.00

                  1st Fiscal Quarter, 2004           3.50:1.00
                  2nd Fiscal Quarter, 2004           3.50:1.00
<PAGE>
             9.10  Minimum Consolidated  Net Worth.   Holdings  and  the
   Borrower will not permit Consolidated Net Worth at any time during  a
   period set forth below to be less than the amount set forth  opposite
   such period below:

                                           Minimum Consolidated
                  Period                         Net Worth

                  4th Fiscal Quarter, 1997       $90,000,000

                  1st Fiscal Quarter, 1998       $90,000,000
                  2nd Fiscal Quarter, 1998       $90,000,000
                  3rd Fiscal Quarter, 1998       $95,000,000
                  4th Fiscal Quarter, 1998      $100,000,000

                  1st Fiscal Quarter, 1999      $105,000,000
                  2nd Fiscal Quarter, 1999      $110,000,000
                  3rd Fiscal Quarter, 1999      $120,000,000
                  4th Fiscal Quarter, 1999      $130,000,000

                  1st Fiscal Quarter, 2000      $140,000,000
                  2nd Fiscal Quarter, 2000      $150,000,000
                  3rd Fiscal Quarter, 2000      $160,000,000
                  4th Fiscal Quarter, 2000      $170,000,000

                  1st Fiscal Quarter, 2001      $185,000,000
                  2nd Fiscal Quarter, 2001      $195,000,000
                  3rd Fiscal Quarter, 2001      $210,000,000
                  4th Fiscal Quarter, 2001      $225,000,000

                  1st Fiscal Quarter, 2002      $240,000,000
                  2nd Fiscal Quarter, 2002      $255,000,000
                  3rd Fiscal Quarter, 2002      $275,000,000
                  4th Fiscal Quarter, 2002      $290,000,000

                  1st Fiscal Quarter, 2003      $305,000,000
                  2nd Fiscal Quarter, 2003      $325,000,000
                  3rd Fiscal Quarter, 2003      $350,000,000
                  4th Fiscal Quarter, 2003      $370,000,000

                  1st Fiscal Quarter, 2004      $390,000,000
                  2nd Fiscal Quarter, 2004      $410,000,000
<PAGE>
             9.11  Limitation on Voluntary Payments and Modifications of
   Certain Indebtedness; Limitation on  Modifications of Certificate  of
   Incorporation, By-Laws and Certain  Other Agreements.  Holdings  will
   not, and will not permit any of its Subsidiaries to:

            (i)   make (or give any notice in respect of) any  voluntary
        or  optional  payment   or  prepayment  on   or  redemption   or
        acquisition for value of (including, without limitation, by  way
        of depositing with the trustee with respect thereto or any other
        Person money or securities before due for the purpose of  paying
        when due) any  Senior Subordinated Note  other than pursuant  to
        the Senior  Subordinated Note  Tender Offer,  provided that  the
        Borrower may  voluntarily or  optionally prepay,  repurchase  or
        redeem Senior Subordinated Notes so long as no Default or  Event
        of Default then exists or would result therefrom;

           (ii)   make  (or  give   any  notice  in   respect  of)   any
        prepayment or redemption  of any Senior  Subordinated Note as  a
        result of any  asset sale, change  of control  or similar  event
        (including, without limitation,  by way of  depositing with  the
        trustee with  respect  thereto  or any  other  Person  money  or
        securities before due  for the purpose  of paying  when due  any
        Senior Subordinated Note);

          (iii)   amend, modify  or  change, or  permit  the  amendment,
        modification  or  change  of,   any  provision  of  any   Senior
        Subordinated Note Document  (other than pursuant  to the  Senior
        Subordinated Note Indenture Supplement);

           (iv)   amend, modify  or  change, or  permit  the  amendment,
        modification or change of, any provision  of any SL Document  if
        the effect  of  such amendment,  modification  or change  is  to
        increase the interest rate on any  such SL Document, change  any
        dates upon  which  payments of  principal  or interest  are  due
        thereon, change any of the covenants  with respect thereto in  a
        manner which  is more  restrictive to  Holdings  or any  of  its
        Subsidiaries, change any  event of  default or  condition to  an
        event of default  with respect thereto,  change the  redemption,
        prepayment or  defeasance  provisions  thereof,  or  change  any
        collateral therefor (other than to release such collateral),  or
        if  the  effect  of  such  amendment,  modification  or  change,
        together with  all other  amendments, modifications  or  changes
        made, is to increase the  obligations of the obligor  thereunder
        or to confer  any additional rights  on the holders  of such  SL
        Documents (or a trustee or other representative on their behalf)
        which would be adverse to any  Credit Party or the Banks in  any
        material respect;

            (v)   enter into any  SL Document after  the Effective  Date
        unless such SL Document has been  consented to by the Agents  or
        such SL Document is an SL Collateral Document that is subject to
        the Intercreditor Agreement and  is substantially similar to  an
        SL Collateral Document previously consented to by the Agents or,
        in the case of  a lease, is substantially  similar to a form  of
        lease previously approved by the Agents;
<PAGE>
           (vi)   amend, modify or  change its  certificate or  articles
        of incorporation (including, without  limitation, by the  filing
        or modification of  any certificate of  designation) or  by-laws
        (or the equivalent  organizational documents)  or any  agreement
        entered into by it with respect to its capital stock  (including
        any Shareholders' Agreement),  or enter into  any new  agreement
        with  respect  to   its  capital  stock,   if  such   amendment,
        modification, change or other action contemplated by this clause
        (vi) could reasonably be expected to be adverse to the interests
        of the Banks in any material respect;

          (vii)   amend, modify  or  change, or  permit  the  amendment,
        modification or  change of,  any provision  of any  Tax  Sharing
        Agreement or any Management Agreement or enter into any new  tax
        sharing  agreement,   tax   allocation  agreement   or   similar
        agreements or any new management or consulting agreement if  the
        effect of  any  such  amendment,  modification  or  change  will
        increase materially the  obligations of Holdings  or any of  its
        Subsidiaries or confer additional rights  on any other party  to
        any such  agreement which  could reasonably  be expected  to  be
        adverse to Holdings or any of  its Subsidiaries or to the  Banks
        in any material respect; or

         (viii)   so  long  as  any  Senior  Subordinated  Notes  remain
        outstanding, designate  any  other Indebtedness  as  "Designated
        Senior Indebtedness" (as defined in the Senior Subordinated Note
        Indenture)  for  purposes  of   the  Senior  Subordinated   Note
        Indenture.

             9.12  Limitation on Certain  Restrictions on  Subsidiaries.
   Holdings will not, and  will not permit any  of its Subsidiaries  to,
   directly or indirectly, create or otherwise cause or suffer to  exist
   or become effective any encumbrance or restriction on the ability  of
   any such Subsidiary to (a) pay dividends or make any other  distribu-
   tions on its capital stock or any other interest or participation  in
   its profits owned by Holdings or  any Subsidiary of Holdings, or  pay
   any Indebtedness owed to Holdings or any Subsidiary of Holdings,  (b)
   make loans or advances to Holdings  or any Subsidiary of Holdings  or
   (c) transfer  any of  its properties  or assets  to Holdings  or  any
   Subsidiary of Holdings, except for such encumbrances or  restrictions
   existing under  or  by  reason  of  (i)  applicable  law,  (ii)  this
   Agreement and the  other Credit  Documents, (iii)  the SL  Documents,
   (iv) customary provisions restricting subletting or assignment of any
   lease governing a leasehold interest of Holdings or any Subsidiary of
   Holdings, (v)  customary  provisions restricting  assignment  of  any
   licensing agreement  or  agreements  for the  provision  of  services
   entered into  by  Holdings  or any  Subsidiary  of  Holdings  in  the
   ordinary course of business and (vi) restrictions on the transfer  of
   any asset subject to a Lien permitted by Section 9.01.

             9.13  Limitation   on    Issuance   of    Capital    Stock.
   (a)  Holdings will not, and will not  permit any of its  Subsidiaries
   to, issue  (i) any  preferred stock  (other than  Qualified  Holdings
   Preferred Stock)  or (ii)  any redeemable  common stock  (other  than
   common stock that  is redeemable at  the sole option  of Holdings  or
   such Subsidiary).
<PAGE>
             (b)  Holdings will not  permit any of  its Subsidiaries  to
   issue any capital stock (including by way of sales of treasury stock)
   or any options  or warrants  to purchase,  or securities  convertible
   into, capital stock,  except (i)  for transfers  and replacements  of
   then outstanding  shares of  capital stock,  (ii) for  stock  splits,
   stock dividends and  issuances which do  not decrease the  percentage
   ownership of Holdings or any of its Subsidiaries in any class of  the
   capital stock of such Subsidiary, (iii)  to qualify directors to  the
   extent required  by applicable  law or  (iv) for issuances  by  newly
   created or acquired Subsidiaries in accordance with the terms of this
   Agreement.

             9.14  Business.  (a)   Holdings and  its Subsidiaries  will
   not engage in any businesses other than the businesses engaged in  by
   the Borrower and its Subsidiaries as  of the Effective Date and  rea-
   sonable extensions thereof and similar and related businesses.

             (b)  Notwithstanding  the  foregoing,  Holdings  will   not
   engage in any  business and will  not own any  significant assets  or
   have any material liabilities other than its ownership of the capital
   stock of the Borrower and its temporary ownership of new Subsidiaries
   created or  acquired after  the date  hereof in  accordance with  the
   terms of  this Agreement  and having  those liabilities  which it  is
   responsible for under this Agreement and the other Documents to which
   it is a party, provided that Holdings may engage in those  activities
   and have those liabilities that are  incidental to (w) its  ownership
   interest in the  Borrower and  new Subsidiaries  created or  acquired
   after the date hereof in accordance with the terms of this Agreement,
   (x) the maintenance  of its  corporate existence  in compliance  with
   applicable law, (y) legal, tax  and accounting matters in  connection
   with any of the foregoing activities  and (z) the entering into,  and
   performing its  obligations  under,  this  Agreement  and  the  other
   Documents to which it is a party.

<PAGE>
             SECTION 10.  Events of Default.  Upon the occurrence of any
   of the following specified events (each an "Event of Default"):

             10.01  Payments.   The Borrower  shall (i)  default in  the
   payment when due  of any principal  of any Loan  or any  Note or  any
   Unpaid Drawing  or  (ii) default,  and  such default  shall  continue
   unremedied for five  or more  days, in the  payment when  due of  any
   interest on any Loan, Note or Unpaid Drawing or any Fees or any other
   amounts owing hereunder or thereunder; or

             10.02  Representations, etc.  Any representation,  warranty
   or statement made (or deemed made)  by any Credit Party herein or  in
   any other  Credit Document  or in  any certificate  delivered to  any
   Agent or any Bank pursuant hereto or thereto shall prove to be untrue
   in any material respect on the date as of which made or deemed  made;
   or

             10.03  Covenants.  (a)  Any Credit Party shall (i)  default
   in the due performance or observance  by it of any term, covenant  or
   agreement contained in  Section 8.01(f)(i) or  8.08 or  Section 9  or
   (ii) default in the due performance or observance by it of any  other
   term, covenant or agreement contained in this Agreement or any  other
   Credit Document (other  than those set  forth in  Sections 10.01  and
   10.02) and such default shall continue unremedied for a period of  30
   days after  written notice  thereof to  the defaulting  party by  any
   Agent or the Required Banks or (b) the SL Lessor shall default in the
   due performance  or  observance  by  it  of  any  term,  covenant  or
   agreement contained in  Section 4.1  or Section  5 of  the SL  Lessor
   Guaranty; or

             10.04  Default Under  Other Agreements.   (i)  Holdings  or
   any of  its Subsidiaries  shall (x)  default in  any payment  of  any
   Indebtedness (other than the  Notes) beyond the  period of grace,  if
   any, provided  in  the  instrument  or  agreement  under  which  such
   Indebtedness  was  created  or  (y)  default  in  the  observance  or
   performance  of   any  agreement   or  condition   relating  to   any
   Indebtedness (other than the Notes) 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 a trustee or agent on behalf of such
   holder or holders) to cause (determined without regard to whether any
   notice is required), any such Indebtedness to become due prior to its
   stated maturity, or (ii) any Indebtedness  (other than the Notes)  of
   Holdings or any of its Subsidiaries shall be declared to be (or shall
   become) due and payable,  or required to be  prepaid other than by  a
   regularly scheduled required prepayment, prior to the stated maturity
   thereof, provided  that it  shall not  be a  Default or  an Event  of
   Default under  this  Section  10.04 unless  the  aggregate  principal
   amount of all Indebtedness as described in preceding clauses (i)  and
   (ii) is at least $10,000,000; or
<PAGE>
             10.05  Bankruptcy,  etc.      Holdings  or   any   of   its
   Subsidiaries (other than an Immaterial  Subsidiary) or the SL  Lessor
   shall commence a voluntary case concerning  itself under Title 11  of
   the United States Code entitled "Bankruptcy," as now or hereafter  in
   effect, or  any  successor thereto  (the  "Bankruptcy Code");  or  an
   involuntary  case  is  commenced  against  Holdings  or  any  of  its
   Subsidiaries (other than an Immaterial Subsidiary) or the SL  Lessor,
   and the petition is not controverted  within 20 days, or is not  dis-
   missed within 60 days, after commencement of the case; or a custodian
   (as defined in the Bankruptcy Code) is appointed for, or takes charge
   of, all or substantially  all of the property  of Holdings or any  of
   its Subsidiaries  (other than  an Immaterial  Subsidiary) or  the  SL
   Lessor, or  Holdings  or  any of  its  Subsidiaries  (other  than  an
   Immaterial Subsidiary)  or the  SL Lessor  commences any  other  pro-
   ceeding under any  reorganization, arrangement,  adjustment of  debt,
   relief of debtors, dissolution, insolvency or liquidation or  similar
   law of any jurisdiction whether now  or hereafter in effect  relating
   to Holdings  or any  of its  Subsidiaries (other  than an  Immaterial
   Subsidiary) or the SL Lessor, or there is commenced against  Holdings
   or any of its Subsidiaries (other  than an Immaterial Subsidiary)  or
   the SL Lessor  any such proceeding  which remains  undismissed for  a
   period of 60 days, or Holdings or any of its Subsidiaries (other than
   an Immaterial Subsidiary) or the  SL Lessor is adjudicated  insolvent
   or bankrupt; or any order of relief or other order approving any such
   case or proceeding is entered; or Holdings or any of its Subsidiaries
   (other than an Immaterial  Subsidiary) or the  SL Lessor suffers  any
   appointment of any custodian  or the like for  it or any  substantial
   part of  its property  to continue  undischarged  or unstayed  for  a
   period of 60 days; or Holdings or any of its Subsidiaries (other than
   an Immaterial Subsidiary) or the SL Lessor makes a general assignment
   for the benefit  of creditors; or  any corporate action  is taken  by
   Holdings or  any  of  its  Subsidiaries  (other  than  an  Immaterial
   Subsidiary) or the SL Lessor for the purpose of effecting any of  the
   foregoing; or
<PAGE>
             10.06  ERISA.   (a)  Any Plan  shall  fail to  satisfy  the
   minimum funding standard required for any  plan year or part  thereof
   under Section 412 of the Code or Section 302 of ERISA or a waiver  of
   such standard or extension  of any amortization  period is sought  or
   granted under Section 412 of the Code or Section 303 or 304 of ERISA,
   a Reportable Event  shall have occurred,  a contributing sponsor  (as
   defined in Section 4001(a)(13) of ERISA)  of a Plan subject to  Title
   IV of ERISA shall be subject to the advance reporting requirement  of
   PBGC Regulation  Section  4043.61  (without  regard  to  subparagraph
   (b)(1) thereof) and an event described  in subsection .62, .63,  .64,
   .65, .66,  .67  or .68  of  PBGC  Regulation Section  4043  shall  be
   reasonably expected to  occur with respect  to such  Plan within  the
   following 30 days,  any Plan which  is subject to  Title IV of  ERISA
   shall have had or is likely to have a trustee appointed to administer
   such Plan, any Plan which is subject  to Title IV of ERISA is,  shall
   have been or  is likely  to be  terminated or  to be  the subject  of
   termination proceedings under ERISA, any Plan shall have an  Unfunded
   Current Liability, a contribution required to be made with respect to
   a Plan  has not  been  timely made,  Holdings  or any  Subsidiary  of
   Holdings or any ERISA  Affiliate has incurred or  is likely to  incur
   any liability to or on account  of a Plan under Section 409,  502(i),
   502(l), 515, 4062, 4063, 4064, 4069,  4201, 4204 or 4212 of ERISA  or
   Section 401(a)(29), 4971 or 4975 of the Code or on account of a group
   health plan  (as  defined  in Section  607(1)  of  ERISA  or  Section
   4980B(g)(2) of the Code) under Section 4980B of the Code, or Holdings
   or any Subsidiary  of Holdings  has incurred  or is  likely to  incur
   liabilities pursuant to  one or more  employee welfare benefit  plans
   (as defined  in  Section 3(1)  of  ERISA) that  provide  benefits  to
   retired employees or other former  employees (other than as  required
   by Section 601 of  ERISA) or Plans; (b)  there shall result from  any
   such event or  events the  imposition of a  lien, the  granting of  a
   security interest, or a liability or  a material risk of incurring  a
   liability;  and  (c)  such  lien,  security  interest  or  liability,
   individually, and/or in the aggregate,  has had, or could  reasonably
   be expected  to have,  a material  adverse  effect on  the  business,
   operations, properties, assets,  liabilities or condition  (financial
   or otherwise) of the Borrower and the Guarantors taken as a whole; or

             10.07  Security Documents.  At any time after the execution
   and delivery thereof and prior to the Collateral Release Date, any of
   the Security Documents shall cease to be in full force and effect, or
   shall cease  to give  the Collateral  Agent for  the benefit  of  the
   Secured Creditors the Liens, rights, powers and privileges  purported
   to be  created thereby  (including, without  limitation, a  perfected
   first priority security  interest in,  and Lien  on, any  significant
   part of the Collateral, in favor of the Collateral Agent, superior to
   and prior to the rights of all third Persons (except as permitted  by
   Section 9.01), and subject to no other Liens (except as permitted  by
   Section 9.01)); or
<PAGE>
             10.08  Guaranty.   At  any  time after  the  execution  and
   delivery thereof, any Guaranty or  any provision thereof shall  cease
   to be  in  full  force or  effect  as  to any  Guarantor  (except  in
   accordance with the express  terms thereof) or  any Guarantor or  any
   Person acting  by  or on  behalf  of  such Guarantor  shall  deny  or
   disaffirm such  Guarantor's obligations  under  its Guaranty  or  any
   Guarantor shall default in the due  performance or observance of  any
   term, covenant or agreement on its  part to be performed or  observed
   pursuant to its Guaranty; or

             10.09  Judgments.  One or  more judgments or decrees  shall
   be entered against Holdings or  any Subsidiary of Holdings  involving
   individually or in the aggregate for Holdings and its Subsidiaries  a
   liability (not  paid or  fully covered  by  a reputable  and  solvent
   insurance company) and  such judgments  and decrees  either shall  be
   final and  non-appealable  or shall  not  be vacated,  discharged  or
   stayed or  bonded pending  appeal for  any period  of 60  consecutive
   days, and the aggregate amount of  all such judgments shall equal  or
   exceed $20,000,000; or

             10.10  Default Under  or Relating  To  SL Documents  or  SL
   Lessor Guaranty.  (i) The SL  Lessor or any other Credit Party  shall
   have failed to pay when  due any principal of  or interest on or  any
   other obligations under any SL Document  beyond the end of any  grace
   period provided  therefor; (ii)  the SL  Lessor or  any other  Credit
   Party shall be in breach of, or shall be in default with respect  to,
   any material terms of any SL Document if the effect of such breach or
   default is to cause, or to  permit any SL Lender  or the SL Agent  to
   cause any Indebtedness  or any Contingent  Obligations (as each  such
   term is  defined  in  Annex A  to  the  SL  Participation  Agreement)
   thereunder to become  or be  declared due  and payable  prior to  its
   stated maturity or the stated maturity of any underlying obligations,
   as the case may be (including, without limitation, the occurrence and
   continuation of an Event of Default (as such term is defined in Annex
   A to  the SL  Participation  Agreement)); (iii)  any  representation,
   warranty or statement made (or deemed  made) by the SL Lessor in  the
   SL Lessor  Guaranty or  in connection  therewith  shall prove  to  be
   untrue in any material respect on the date as of which made or deemed
   made; (iv) the SL Lessor shall  have defaulted in the performance  of
   or compliance  with any  term contained  in  the SL  Lessor  Guaranty
   (other than any  such term  referred to  in Section  10.03) and  such
   default shall not have been remedied  or waived within 30 days  after
   the receipt by the SL Lessor  of notice from the  SL Agent or any  SL
   Lender of  such  default;  or (v)  any  party  to  the  Intercreditor
   Agreement (other than Administrative Agent) shall be in breach of, or
   shall be in  default with  respect to, to  any material  term of  the
   Intercreditor Agreement; or
<PAGE>
             10.11  Change of Control.  A Change of Control shall occur;
   then, and in any such event, and at any time thereafter, if any Event
   of Default shall then be  continuing, the Administrative Agent,  upon
   the written request of the Required Banks, shall by written notice to
   the Borrower,  take any  or all  of  the following  actions,  without
   prejudice to the rights of any Agent,  any Bank or the holder of  any
   Note to enforce its claims against any Credit Party (provided,  that,
   if an Event of  Default specified in Section  10.05 shall occur  with
   respect to the Borrower, the result which would occur upon the giving
   of written notice by the Administrative Agent as specified in clauses
   (i) and (ii) below  shall occur automatically  without the giving  of
   any such notice):   (i) declare the  Total Revolving Loan  Commitment
   terminated, whereupon  the Revolving  Loan  Commitment of  each  Bank
   shall forthwith terminate immediately  and any Commitment  Commission
   shall forthwith become due  and payable without  any other notice  of
   any kind; (ii) declare the principal  of and any accrued interest  in
   respect of all Loans  and the Notes and  all Obligations owing  here-
   under  and  thereunder  to  be,  whereupon  the  same  shall  become,
   forthwith due  and payable  without presentment,  demand, protest  or
   other notice of  any kind,  all of which  are hereby  waived by  each
   Credit Party;  (iii) terminate  any Letter  of  Credit which  may  be
   terminated in accordance with its terms; (iv) direct the Borrower  to
   pay (and the  Borrower agrees that  upon receipt of  such notice,  or
   upon the occurrence of an Event of Default specified in Section 10.05
   with respect to the Borrower, it will pay) to the Collateral Agent at
   the  Payment  Office   such  additional  amount   of  cash  or   Cash
   Equivalents, to be held as security by the Collateral Agent  pursuant
   to the Collateral  Account Agreement, as  is equal  to the  aggregate
   Stated Amount of all Letters of Credit issued for the account of  the
   Borrower and then outstanding; (v) enforce, as Collateral Agent,  all
   of the Liens and security interests created pursuant to the  Security
   Documents;  and  (vi)   apply  any  cash   collateral  held  by   the
   Administrative Agent pursuant to Section 4.02 to the repayment of the
   Obligations.

<PAGE>
             SECTION 11.  Definitions and Accounting Terms.

             11.01  Defined Terms.    As  used in  this  Agreement,  the
   following terms shall have the  following meanings (such meanings  to
   be equally applicable to  both the singular and  plural forms of  the
   terms defined):

             "Administrative Agent" shall mean BTCo, in its capacity  as
   Administrative Agent for the Banks  hereunder, and shall include  any
   successor to the Administrative  Agent appointed pursuant to  Section
   12.09.

             "Affiliate" shall  mean, with  respect to  any Person,  any
   other Person directly  or indirectly controlling,  controlled by,  or
   under direct or indirect common control with, such Person.  A  Person
   shall be deemed to control another  Person if such Person  possesses,
   directly or indirectly,  the power  (i) to vote  10% or  more of  the
   securities having ordinary voting power for the election of directors
   of such corporation or (ii) to  direct or cause the direction of  the
   management and policies  of such  other Person,  whether through  the
   ownership of voting  securities, by contract  or otherwise;  provided
   that neither  BTCo,  Chase  nor any  of  their  Affiliates  shall  be
   considered  to  be  an  "Affiliate"  of   Holdings  or  any  of   its
   Subsidiaries.

             "Agent" shall mean and  include each of the  Administrative
   Agent and the Syndication Agent.

             "Agreement" shall mean this Credit Agreement, as  modified,
   supplemented,  amended,   restated  (including   any  amendment   and
   restatement hereof), extended, renewed,  refinanced or replaced  from
   time to time.

             "Applicable Commitment  Commission Percentage"  shall  mean
   (i) for the period from the Effective Date through but not  including
   the first Start Date  after the Effective Date,  .300% and (ii)  from
   and after any Start Date to and including the corresponding End Date,
   the respective percentage  per annum set  forth in  clause (A),  (B),
   (C), (D) or (E) below if, but only if,  as of the Test Date for  such
   Start Date the  applicable condition set  forth in  clause (A),  (B),
   (C), (D) or (E) below, as the case may be, is met:

             (A) .300% if,  but only if,  as of the  Test Date for  such
       Start Date  the Leverage Ratio for the Test Period ended on  such
       Test Date shall be greater than or equal to 4.00:100;

             (B) .250% if,  by only  if, as of  the Test  Date for  such
       Start Date  the Leverage Ratio for the Test Period ended on  such
       Test Date shall be less than 4.00:1:00 and greater than equal  to
       3.50:1.00;

             (C) .200% if,  but only if,  as of the  Test Date for  such
       Start Date  the Leverage Ratio for the Test Period ended on  such
       Test Date shall be less than 3.50:1.00 and greater than or  equal
       to 3.00:1.00;
<PAGE>
             (D) .150% if,  but only if,  as of the  Test Date for  such
       Start Date  the Leverage Ratio for the Test Period ended on  such
       Test Date shall be less than 3.00:1.00 and greater than or  equal
       to 2.50:1.00; and

             (E) .125% if,  but only if,  as of the  Test Date for  such
       Start Date  the Leverage Ratio for the Test Period ended on  such
       Test Date shall be less than 2.50:1.00.

   Notwithstanding anything  to the  contrary  contained above  in  this
   definition, the Applicable Commitment Commission Percentage shall  be
   .300% at all times when a  Default or Event of Default under  Section
   8.01(a), 8.01(b) or 8.01(e) shall exist.

             "Applicable Eurodollar Rate Margin" shall mean (i) for  the
   period from the Effective  Date through but  not including the  first
   Start Date after the  Effective Date, .875% and  (ii) from and  after
   any Start  Date to  and including  the  corresponding End  Date,  the
   respective percentage per annum  set forth in  clause (A), (B),  (C),
   (D) or (E) below if, but only if, as of the Test Date for such  Start
   Date the applicable condition set forth in clause (A), (B), (C),  (D)
   or (E) below, as the case may be, is met:

             (A) .875% if,  but only if,  as of the  Test Date for  such
       Start Date  the Leverage Ratio for the Test Period ended on  such
       Test Date shall be greater than or equal to 4.00:1.00;

             (B) .750% if,  but only if,  as of the  Test Date for  such
       Start Date  the Leverage Ratio for the Test Period ended on  such
       Test Date shall be less than 4.00:1.00 and greater than or  equal
       to 3.50:1.00;

             (C) .625% if,  but only if,  as of the  Test Date for  such
       Start Date  the Leverage Ratio for the Test Period ended on  such
       Test Date shall be less than 3.50:1.00 and greater than or  equal
       to 3.00:1.00;

             (D) .500% if,  but only if,  as of the  Test Date for  such
       Start Date  the Leverage Ratio for the Test Period ended on  such
       Test Date shall be less than 3.00:1.00 and greater than or  equal
       to 2.50:1.00; and

             (E) .375% if,  but only if,  as of the  Test Date for  such
       Start Date  the Leverage Ratio for the Test Period ended on  such
       Test Date shall be less than 2.50:1.00.

   Notwithstanding anything  to the  contrary  contained above  in  this
   definition, the Applicable Eurodollar Rate  Margin shall be .875%  at
   all times  when  a Default  or  an  Event of  Default  under  Section
   8.01(a), 8.01(b) or 8.01(e) shall exist.
<PAGE>
             "Asset  Sale"  shall  mean  any  sale,  transfer  or  other
   disposition by  Holdings or  any of  its Subsidiaries  to any  Person
   (including  by-way-of  redemption  by  such  Person)  other  than  to
   Holdings or  a  Wholly-Owned  Subsidiary of  Holdings  of  any  asset
   (including, without limitation, any capital stock or other securities
   of, or  equity interests  in, another  Person)  other than  sales  of
   assets pursuant to Sections 9.02 (ii),  (iii), (iv), (v), (vi),  (xi)
   and (xii),  provided that  any sale,  transfer or  other  disposition
   pursuant to Section 9.02(xii)  shall be treated as  an Asset Sale  in
   the event that  the respective  Permitted Sale-Leaseback  Transaction
   occurs more than 365  days after the opening  of the related  grocery
   store or purchase of the related equipment.

             "Assignment  and  Assumption   Agreement"  shall  mean   an
   Assignment and  Assumption Agreement  substantially  in the  form  of
   Exhibit O (appropriately completed).

             "Bank" shall  mean  each financial  institution  listed  on
   Schedule I, as well  as any Person which  becomes a "Bank"  hereunder
   pursuant to Section 1.13 or 13.04(b).

             "Bank Default" shall  mean (i) the refusal  (which has  not
   been retracted) or the failure of  a Bank to make available its  por-
   tion of any Borrowing required to  be made available by it  hereunder
   (including any Mandatory  Borrowing) or to  fund its  portion of  any
   unreimbursed payment  under Section  2.04(c)  or (ii) a  Bank  having
   notified in writing the Borrower and/or the Administrative Agent that
   such Bank  does  not intend  to  comply with  its  obligations  under
   Section 1.01(a), 1.01(c) or  2, in the case  of either clause (i)  or
   (ii) as  a result  of any  takeover  or control  (including,  without
   limitation, as a result  of the occurrence of  any event of the  type
   described in Section 10.05 with respect to such Bank) of such Bank by
   any regulatory authority or agency.

             "Bank Refinancing" shall mean, collectively, the  repayment
   in full of the Existing Credit  Agreement, together with all  accrued
   interest,  premiums,  fees,   commissions  and   expenses  owing   in
   connection  therewith,  and  the   termination  of  all   commitments
   thereunder.

             "Bankruptcy  Code"  shall  have  the  meaning  provided  in
   Section 10.05.

             "Base Rate" shall mean, at any time, the higher of (i)  the
   Prime Lending Rate and (ii) 1/2 of 1% in excess of the Federal  Funds
   Rate.
             "Base Rate Loan"  shall mean  (i) each  Swingline Loan  and
   (ii) each Revolving Loan designated or  deemed designated as such  by
   the Borrower  at the  time of  the incurrence  thereof or  conversion
   thereto.

             "BDI" shall  mean  Blackhawk Developments,  Inc.  (formerly
   known as Dodi Developments, Inc.), a Delaware corporation.

             "Borrower" shall  have the  meaning provided  in the  first
   paragraph of this Agreement.
<PAGE>
             "Borrower Pledge Agreement" shall have the meaning provided
   in Section 5.11.

             "Borrower  Security  Agreement"  shall  have  the   meaning
   provided in Section 5.12.

             "Borrower Trademark  Security  Agreement"  shall  have  the
   meaning provided in Section 5.13.

             "Borrowing" shall mean (i) the borrowing of Swingline Loans
   from the Swingline Bank on a given date and (ii) the borrowing of one
   Type of Revolving Loan  from all the  Banks on a  given date (or  re-
   sulting from a conversion or conversions on such date) having in  the
   case of Eurodollar Loans the same Interest Period, provided that Base
   Rate Loans incurred pursuant to  Section 1.10(b) shall be  considered
   part of the related Borrowing of Eurodollar Loans.

             "BPI" shall mean Blackhawk Properties, Inc. (formerly known
   as Dodi Properties, Inc.), a Delaware corporation.

             "BTCo" shall mean Bankers Trust Company, in its  individual
   capacity,  and   any  successor   corporation  thereto   by   merger,
   consolidation or otherwise.

             "Business Day" shall mean (i)  for all purposes other  than
   as covered by clause (ii) below, any day except Saturday, Sunday  and
   any day  which  shall be  in  New York  City, New  York  or  Chicago,
   Illinois, a legal holiday or a day on which banking institutions  are
   authorized or required by law or other government action to close and
   (ii) with respect  to all  notices and  determinations in  connection
   with, and payments  of principal and  interest on, Eurodollar  Loans,
   any day which  is a Business  Day described in  clause (i) above  and
   which is also a day for trading by and between banks in the New  York
   interbank Eurodollar market.
<PAGE>
             "Capital Expenditures"  shall  mean,  for  any  period,  an
   amount equal to (i) the sum of (a) the aggregate of all  expenditures
   (whether paid  in  cash  or  other  consideration  or  accrued  as  a
   liability and  including  that portion  of  Capital Leases  which  is
   capitalized on the  consolidated balance  sheet of  Holdings and  its
   Subsidiaries) by  Holdings and  its Subsidiaries  during that  period
   that are included  in "property,  plant or  equipment" or  comparable
   items reflected in the consolidated balance sheet of Holdings and its
   Subsidiaries, plus (b) to the extent not covered by clause (i)(a)  of
   this definition, the  aggregate of all  expenditures by Holdings  and
   its Subsidiaries  during  that  period to  acquire  (by  purchase  or
   otherwise) the business, property or fixed  assets of any Person,  or
   the stock or  other evidence of  beneficial ownership  of any  Person
   that,  as  a  result  of  such  acquisition,  becomes  Subsidiary  of
   Holdings, plus (c) to the extent the purchase price thereof has  been
   deducted from "Capital Expenditures" during such period or any  prior
   period pursuant to  clause (ii)(a)(2) below,  the aggregate  purchase
   price of any Store  Land Property for which  a notice has been  given
   during such  period pursuant  to clause  (b) of  the proviso  in  the
   definition of "Store Land  Property", minus (ii) the  sum of (a)  all
   Capital Expenditures (as  defined in clause  (i) above)  constituting
   (1) Development Investments permitted under Section 9.05(xiv) or  (2)
   the purchase price of Store Land Properties constituting  undeveloped
   land or land  with improvements thereon  existing as of  the date  of
   acquisition thereof permitted under Section 9.07, (b) the proceeds of
   Indebtedness permitted  under Section  9.04(iv),  and (c)  an  amount
   equal to  the  proceeds  received  by the  Borrower  or  any  of  its
   Subsidiaries from a Permitted  Sale-Leaseback Transaction so long  as
   such transaction  occurs within  365 days  of the  completion of  the
   respective store  and to  the extent  prior  expenditures, up  to  an
   equivalent amount for the asset so sold and leased back,  constituted
   Capital Expenditures (as defined above), provided that, with  respect
   to the Borrower and its Subsidiaries,  expenditures made by any  such
   Person pursuant to  the exercise  of the  purchase option  in the  SL
   Documents and  applied to  prepay amounts  due thereunder  shall  not
   constitute Capital Expenditures.

             "Capitalized Lease Obligations" shall mean, with respect to
   any Person,  all  rental  obligations of  such  Person  which,  under
   generally accepted accounting principles, are or will be required  to
   be capitalized on the books of such Person, in each case taken at the
   amount thereof accounted for as indebtedness in accordance with  such
   principles.

             "Capital Lease" shall mean, with respect to any Person, any
   lease of property (whether real, personal or mixed) by such Person as
   lessee which,  under  generally accepted  accounting  principles,  is
   required to be accounted for as a capital lease on the books of  such
   Person.
<PAGE>
             "Cash Equivalents"  shall  mean,  as  to  any  Person,  (i)
   securities issued or directly and fully guaranteed or insured by  the
   United States or any agency or instrumentality thereof (provided that
   the full faith and credit of the United States is pledged in  support
   thereof) having maturities of not more than one year from the date of
   acquisition, (ii) Dollar denominated  time deposits and  certificates
   of deposit of any commercial bank  having, or which is the  principal
   banking subsidiary  of a  bank holding  company having,  a  long-term
   unsecured debt rating of at least "A" or the equivalent thereof  from
   S&P or "A2" or the equivalent thereof from Moody's with maturities of
   not more than one year from  the date of acquisition by such  Person,
   (iii) repurchase obligations with a term of not more than seven  days
   for underlying securities of the types described in clause (i)  above
   entered into with  any bank meeting  the qualifications specified  in
   clause (ii) above, (iv) commercial paper issued by any Person  incor-
   porated in the  United States rated  at least A-1  or the  equivalent
   thereof by S&P or at least  P-1 or the equivalent thereof by  Moody's
   and in each case maturing  not more than one  year after the date  of
   acquisition by such Person, (v) marketable direct obligations  issued
   by the District of Columbia or any State of the United States or  any
   political subdivision of any such State or any public instrumentality
   thereof maturing within one year from the date of acquisition and, at
   the time  of  acquisition, having  one  of the  two  highest  ratings
   obtainable from either S&P or Moody's  and (vi) investments in  money
   market funds  substantially  all of  whose  assets are  comprised  of
   securities of the types described in clauses (i) through (v) above.

             "Cash Proceeds" shall mean, with respect to any Asset Sale,
   the aggregate cash payments  (including any cash  received by way  of
   deferred payment pursuant to a  note receivable issued in  connection
   with such Asset Sale or pursuant to a receivable or otherwise,  other
   than (in each case) the portion of such deferred payment constituting
   interest, but  only as  and when  so received)  received by  Holdings
   and/or any of its Subsidiaries from such Asset Sale.

             "CERCLA"  shall   mean  the   Comprehensive   Environmental
   Response, Compensation, and Liability Act of 1980, as the same may be
   amended from time to time, 42 U.S.C. S 9601 et seq.

             "Change of Control"  shall mean (i)  any Person or  "group"
   (within the meaning of Section 13(d)  and 14(d) under the  Securities
   Exchange Act, as  in effect on  the Effective Date),  other than  the
   Permitted Holders, shall  (A) have acquired  beneficial ownership  of
   25% or more on  a fully diluted basis  of the voting and/or  economic
   interest in  Holdings' capital  stock  unless the  Permitted  Holders
   have, at  such  time,  the  ability  by  voting  power,  contract  or
   otherwise to elect or designate for election a majority of the  Board
   of Directors of Holdings and the Permitted Holders also own a greater
   percentage on  a fully  diluted basis  of the  economic interests  in
   Holdings' capital  stock than  such other  Person or  "group" or  (B)
   obtained the power (whether or not exercised) to elect a majority  of
   Holdings' directors, (ii)  the Board of  Directors of Holdings  shall
   cease to  consist  of  a  majority  of  Continuing  Directors,  (iii)
   Holdings shall cease to own 100% of the economic and voting  interest
   in the  Borrower's capital  stock,  or (iv)  so  long as  any  Senior
   Subordinated Notes remain  outstanding, a "Change  of Control"  under
   (and as  defined in)  the Senior  Subordinated Note  Indenture  shall
   occur.
<PAGE>
             "Chase"  shall  mean  The  Chase  Manhattan  Bank,  in  its
   individual  capacity,   and   any  successor   thereto   by   merger,
   consolidation or otherwise.

             "Co-Arrangers" shall mean BTCo  and Chase Securities  Inc.,
   each in its capacity as Co-Arranger for the Banks hereunder.

             "Code" shall mean  the Internal  Revenue Code  of 1986,  as
   amended from  time  to  time, and  the  regulations  promulgated  and
   rulings issued thereunder.  Section references to the Code are to the
   Code, as in effect at the  date of this Agreement and any  subsequent
   provisions of the Code,  amendatory thereof, supplemental thereto  or
   substituted therefor.

             "Collateral" shall  mean  all  property  (whether  real  or
   personal) with  respect to  which any  security interests  have  been
   granted (or  purported  to  be  granted)  pursuant  to  any  Security
   Document, including, without limitation, all Pledged Collateral,  all
   Security Agreement  Collateral, all  Trademark Agreement  Collateral,
   the Mortgaged Properties and all cash and Cash Equivalents  delivered
   as collateral pursuant to Section 4.02 or 10.

             "Collateral  Account  Agreement"  shall  have  the  meaning
   provided in Section 5.14.

             "Collateral Agent"  shall  mean  the  Administrative  Agent
   acting as collateral agent for the Secured Creditors pursuant to  the
   Security Documents.

             "Collateral Release  Conditions"  shall  have  the  meaning
   provided in Section 8.15.

             "Collateral Release Date" shall  have the meaning  provided
   in Section 8.15.

             "Commitment Commission" shall have the meaning set forth in
   Section 3.01.

             "Consolidated Cash Interest  Expense" shall  mean, for  any
   period, Consolidated  Interest Expense  for such  period net  of  any
   interest  income  received  in  cash  by  Holdings  or  any  of   its
   Subsidiaries for such  period, but excluding,  however, any  interest
   expense not payable in cash  for such period (including  amortization
   of discounts and amortization of debt issuance cost).
<PAGE>
             "Consolidated EBITDA" shall mean,  for any period,  without
   duplication,  the  sum  of  the  amounts  for  such  period  of   (i)
   Consolidated Net Income,  (ii) Consolidated  Interest Expense,  (iii)
   provisions for  taxes  based  on income,  (iv)  all  amortization  of
   intangibles and  depreciation  that  were  deducted  in  arriving  at
   Consolidated Net Income for  such period and  (v) all other  non-cash
   items (including, without  limitation, the non-cash  charges for  the
   write-down or write-off of  inventory, property, equipment,  goodwill
   and other assets in connection with the Borrower's conversion of  its
   Omni stores)  that  were deducted  in  arriving at  Consolidated  Net
   Income for such period less other  non-cash items that were  included
   in arriving at Consolidated  Net Income for such  period, all of  the
   foregoing as determined on a consolidated basis for Holdings and  its
   Subsidiaries.

             "Consolidated Fixed Charges"  shall mean,  for any  period,
   the sum  of,  without  duplication, (i)  Consolidated  Cash  Interest
   Expense for such period, (ii)  Consolidated Rental Payments for  such
   period and (iii) the scheduled  principal amount of all  amortization
   payments on all  Indebtedness of  Holdings and  its Subsidiaries  for
   such period  (as  determined  on the  first  day  of  the  respective
   period).

             "Consolidated Indebtedness" shall  mean, at  any time,  the
   aggregate stated balance sheet amount of all Indebtedness of Holdings
   and its  Subsidiaries, determined  on a  consolidated basis  at  such
   time.

             "Consolidated Interest Expense" shall mean, for any period,
   the total consolidated interest expense of Holdings and its  Subsidi-
   aries for such period (calculated  without regard to any  limitations
   on the  payment  thereof) net  of  any interest  income  received  by
   Holdings and its  Subsidiaries for such  period plus, without  dupli-
   cation, that portion of Capitalized Lease Obligations of Holdings and
   its Subsidiaries representing the interest factor for such period and
   the amount of all commissions, discounts  and other fees and  charges
   owed with  respect  of  letters of  credit  and  bankers'  acceptance
   financing and net costs under Interest Rate Protection Agreements  of
   Holdings or any of  its Subsidiaries for  such period; provided  that
   the amortization of  deferred financing  costs with  respect to  this
   Agreement and the  Existing Credit Agreement  shall be excluded  from
   Consolidated Interest Expense to the extent same would otherwise have
   been included therein.
<PAGE>
             "Consolidated Net Income" shall  mean, for any period,  the
   net income  (or  loss) of  Holdings  and its  Subsidiaries  for  such
   period, determined on a consolidated basis (and after deductions  for
   minority interests), provided that  (i) the net  income of any  other
   Person  which  is  not  a  Subsidiary  of  Holdings  (including   any
   Unrestricted Subsidiary)  or  is accounted  for  by Holdings  by  the
   equity method of accounting shall be  included only to the extent  of
   the payment of cash dividends or  distributions by such other  Person
   to Holdings or a Subsidiary thereof during such period, (ii) the  net
   income of any Subsidiary of Holdings (other than the Borrower)  shall
   be excluded  to  the  extent  that  the  declaration  or  payment  of
   dividends or similar distributions by  that Subsidiary of its  income
   is not at the time permitted by operation of the terms of its charter
   or any agreement,  instrument or law  applicable to such  Subsidiary,
   (iii) the net  income (or loss)  of any Person  accrued prior to  the
   date it  becomes  a Subsidiary  of  Holdings  or is  merged  into  or
   consolidated with  Holdings  or  any  of  its  Subsidiaries  or  that
   Person's assets are acquired by Holdings  or any of its  Subsidiaries
   shall (in each case) be excluded, (iv) any after-tax gains or  losses
   attributable to Asset Sales or returned surplus assets of any Pension
   Plan shall be excluded and (v) (to the extent not included in clauses
   (i) through (iv) above) any net  extraordinary gains or net  non-cash
   extraordinary losses shall (in each case) be excluded.

             "Consolidated Net  Worth"  shall  mean, at  any  time,  the
   capital stock and additional  paid-in capital plus retained  earnings
   (or minus accumulated deficits) of  Holdings and its Subsidiaries  at
   such time.

             "Consolidated Rental Payments" shall mean, for any  period,
   the aggregate amount of all rents paid or payable by Holdings and its
   Subsidiaries during such period under  all Operating Leases to  which
   Holdings or any  of its  Subsidiaries is a  party as  lessee (net  of
   sublease income) as determined on a consolidated basis.
<PAGE>
             "Contingent Obligation" shall mean,  as to any Person,  any
   obligation of such Person as a result of such Person being a  general
   partner of  any other  Person, unless  the underlying  obligation  is
   expressly made  non-recourse  as to  such  general partner,  and  any
   obligation of such Person guaranteeing  or intended to guarantee  any
   Indebtedness,  leases,  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,
   (i) to purchase any such primary  obligation or any property  consti-
   tuting direct or indirect security therefor, (ii) to advance or  sup-
   ply funds  (x)  for the  purchase  or  payment of  any  such  primary
   obligation or (y) to  maintain working capital  or equity capital  of
   the primary  obligor  or  otherwise to  maintain  the  net  worth  or
   solvency  of  the  primary  obligor,  (iii)  to  purchase   property,
   securities or  services primarily  for the  purpose of  assuring  the
   owner of any such  primary obligation of the  ability of the  primary
   obligor to make payment of such primary obligation or  (iv) otherwise
   to assure  or hold  harmless the  holder of  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 of the primary  obligation
   in respect of  which such Contingent  Obligation is made  or, if  not
   stated or determinable, the maximum reasonably anticipated  liability
   in respect  thereof  (assuming such  Person  is required  to  perform
   thereunder) as determined by such Person in good faith.

             "Continuing Directors" shall mean the directors of Holdings
   on the  Effective Date  and each  other director  if such  director's
   nomination for  election to  the Board  of Directors  of Holdings  is
   recommended by a majority of the then Continuing Directors.

             "Covered Real Property" shall have the meaning provided  in
   Section 8.13.

             "Credit Documents" shall mean this Agreement and, after the
   execution  and  delivery  thereof  pursuant  to  the  terms  of  this
   Agreement,  each  Note,  the  Subsidiaries  Guaranty,  each  Security
   Document and the SL Lessor Guaranty.

             "Credit Event" shall  mean the  making of  any Loan  (other
   than a Revolving Loan made pursuant to a Mandatory Borrowing) or  the
   issuance of any Letter of Credit.

             "Credit Party" shall mean  Holdings, the Borrower and  each
   Subsidiary Guarantor and any  Land Trust (but  not any Land  Trustee,
   except solely in its capacity as  trustee of a Land Trust);  provided
   that, for  purposes of  Sections  9.01(xvii), 10.02.,  10.03,  10.07,
   10.08, 12 and 13, the term  "Credit Party" shall also include the  SL
   Lessor.

             "Cumulative Consolidated  Net Income"  shall mean,  at  any
   time for the determination thereof,  Consolidated Net Income for  the
   period (taken as  one accounting  period) commencing  on November  2,
   1997 and ending  on the last  day of the  most recently ended  fiscal
   quarter of Holdings.
<PAGE>
             "Cumulative Income Amount" shall mean, at any time for  the
   determination thereof, (i) the product of (A) 0.50 multiplied by  (B)
   Cumulative Consolidated  Net  Income  at such  time  minus  (ii)  the
   aggregate  amount  of  cash  Dividends  theretofore  paid  or   stock
   repurchases made pursuant to Section 9.03(viii), it being  understood
   that the Cumulative Income  Amount shall be reduced  at the time  of,
   and after giving effect to, the events described in this clause (ii).

             "Default" shall mean any event, act or condition which with
   notice or  lapse of  time,  or both,  would  constitute an  Event  of
   Default.

             "Defaulting Bank" shall mean any Bank with respect to which
   a Bank Default is in effect.

             "Deferred  Trade  Payables"  shall  mean  promissory  notes
   (whether  interest  bearing  or  non-interest  bearing)  executed  by
   Holdings or  any  of  its Subsidiaries  in  favor  of  such  entity's
   suppliers to  finance  the  purchase  price  and  delivery  costs  of
   inventory in connection with such entity's opening or acquisition  of
   new stores or remodeling of existing stores.

             "Developer" shall  mean any  Person which  owns, leases  or
   otherwise controls or intends to acquire an interest in a Development
   Site.

             "Development Investment"  shall  mean  (a) a  loan  by  the
   Borrower or a Subsidiary of the Borrower to a Developer, the proceeds
   of which are  to be  used to finance  a Development  Project of  such
   Developer, (b) a cash contribution by the Borrower or a Subsidiary of
   the Borrower to the capital of a Developer, the proceeds of which are
   to be used to finance a Development Project of such Developer, or (c)
   a contribution by the Borrower or a Subsidiary of the Borrower to the
   capital of  a  Developer of  an  interest  of the  Borrower  or  such
   Subsidiary in  a Development  Site.   The amount  of any  Development
   Investment shall be  the amount of  cash loaned or  contributed to  a
   Developer for the purpose specified above or the fair market value of
   the interest of a  Development Site contributed to  the capital of  a
   Developer, which  fair  market  value shall  be  determined,  without
   regard to the proposed investment, at  the time of such  contribution
   in good faith by the Borrower in  each case minus the amount of  cash
   received by the Borrower or any  of its Subsidiaries in repayment  of
   or in return of capital in such Development Investment.

             "Development  Project"  shall  mean   a  project  for   the
   development by or at  the direction of a  Developer of a  Development
   Site, including the construction, remodeling, expansion or renovation
   of a store thereon, which  store is to be  leased to and operated  by
   the Borrower or one of its Subsidiaries.

             "Development  Site"  shall  mean  real  property  which  is
   identified by the Borrower or one of its Subsidiaries as the intended
   location for a store or a shopping center and related improvements to
   be constructed,  remodeled,  expanded  or  renovated  by  or  at  the
   direction of the Developer thereof, which in each case shall  include
   a store intended to be leased to and operated by the Borrower or  one
   of its Subsidiaries.
<PAGE>
             "Dividend" shall  mean, with  respect to  any Person,  that
   such Person has declared  or paid a dividend  or returned any  equity
   capital to its  stockholders or partners  or authorized  or made  any
   other distribution,  payment  or  delivery of  property  (other  than
   common stock  of  such  Person or  rights,  warrants  or  options  to
   purchase common stock of such Person) or cash to its stockholders  or
   partners as  such,  or  redeemed,  retired,  purchased  or  otherwise
   acquired, directly or indirectly, for  a consideration any shares  of
   any class of its capital stock or any partnership interests outstand-
   ing on  or  after the  Effective  Date  (or any  rights,  options  or
   warrants issued by such Person with respect to its capital stock), or
   set aside any funds for any of the foregoing purposes, or shall  have
   permitted any of  its Subsidiaries to  purchase or otherwise  acquire
   for a consideration any shares of  any class of the capital stock  or
   any partnership interests of such Person outstanding on or after  the
   Effective Date (or  any rights, options  or warrants  issued by  such
   Person with respect to its capital stock).

             "Documents" shall  mean the  Credit Documents,  the  Senior
   Subordinated Note  Tender Offer  Documents, the  Senior  Subordinated
   Note Consent Solicitation Documents and the SL Documents.

             "Dollars"  and  the  sign   "$"  shall  each  mean   freely
   transferable lawful money of the United States.

             "Drawing"  shall  have  the  meaning  provided  in  Section
   2.05(b).

             "Duff & Phelps" shall mean Duff & Phelps Credit Rating Co.

             "Effective Date" shall have the meaning provided in Section
   13.10.

             "Eligible Transferee" shall mean  and include a  commercial
   bank, financial institution, any fund that  invests in bank loans  or
   any other "accredited investor"  (as defined in  Regulation D of  the
   Securities Act).

             "End Date" shall mean, for any Margin Reduction Period, the
   last day of such Margin Reduction Period.

             "Environmental Claims"  shall  mean any  and  all  adminis-
   trative, regulatory  or  judicial  actions,  suits,  demands,  demand
   letters, directives,  claims,  liens,  notices  of  noncompliance  or
   violation, investigations or proceedings relating  in any way to  any
   Environmental Law or any permit issued, or any approval given,  under
   any such Environmental Law (hereafter, "Claims"), including,  without
   limitation, (a)  any and  all Claims  by governmental  or  regulatory
   authorities for enforcement, cleanup, removal, response, remedial  or
   other actions  or damages  pursuant to  any applicable  Environmental
   Law, and (b) any and all Claims  by any third party seeking  damages,
   contribution,  indemnification,   cost  recovery,   compensation   or
   injunctive relief  in connection  with alleged  injury or  threat  of
   injury to health, safety  or the environment due  to the presence  of
   Hazardous Materials.
<PAGE>
             "Environmental Law" shall mean any Federal, state,  foreign
   or local statute, law, rule, regulation, ordinance, code,  guideline,
   written policy and rule of common law now or hereafter in effect  and
   in each case as  amended, and any  judicial or administrative  inter-
   pretation thereof, including  any judicial  or administrative  order,
   consent decree  or judgment,  relating to  the environment,  employee
   health  and  safety  or   Hazardous  Materials,  including,   without
   limitation, CERCLA; RCRA; the Federal Water Pollution Control Act, 33
   U.S.C. S 1251 et seq.;  the Toxic Substances  Control Act, 15  U.S.C.
   S 2601 et seq.; the Clean Air Act, 42 U.S.C. S 7401 et seq.; the Safe
   Drinking Water Act, 42 U.S.C. S 3803  et seq.; the Oil Pollution  Act
   of 1990, 33  U.S.C. S 2701 et  seq.; the Emergency  Planning and  the
   Community Right-to-Know Act of 1986, 42  U.S.C. S 11001 et seq.;  the
   Hazardous Material Transportation Act, 49 U.S.C.  S 1801 et seq.  and
   the Occupational Safety and Health Act, 29 U.S.C. S 651 et seq.;  and
   any state and local or foreign  counterparts or equivalents, in  each
   case as amended from time to time.

             "ERISA" shall mean the Employee Retirement Income  Security
   Act of 1974,  as  amended from  time  to  time,  and the  regulations
   promulgated  and rulings  issued  thereunder.  Section  references to
   ERISA are to ERISA, as in  effect at the date  of  this Agreement and
   any subsequent provisions of ERISA, amendatory thereof,  supplemental
   thereto or substituted therefor.

             "ERISA Affiliate"  shall mean  each person  (as defined  in
   Section 3(9) of ERISA) which together  with Holdings or a  Subsidiary
   of Holdings would be deemed to be a "single employer" (i) within  the
   meaning of Section 414(b), (c), (m) or (o)  of the Code or (ii) as  a
   result of Holdings or a Subsidiary of Holdings being or having been a
   general partner of such person.

             "Eurodollar Loan" shall mean each Revolving Loan designated
   as such by  the Borrower  at the time  of the  incurrence thereof  or
   conversion thereto.

             "Eurodollar Rate" shall mean,  for any Interest Period  for
   any Eurodollar Loan, (a) the  offered quotation to first-class  banks
   in the  New  York interbank  Eurodollar  market by  BTCo  for  Dollar
   deposits of amounts in immediately available funds comparable to  the
   outstanding principal  amount of  the Eurodollar  Loan of  BTCo  with
   maturities comparable  to  the  Interest Period  applicable  to  such
   Eurodollar Loan commencing two Business  Days thereafter as of  11:00
   A.M. (New York time) on the date which is two Business Days prior  to
   the commencement of such Interest Period, divided (and rounded upward
   to the nearest 1/16 of  1%) by (b) a  percentage equal to 100%  minus
   the then stated maximum rate of all reserve requirements  (including,
   without limitation, any marginal, emergency, supplemental, special or
   other reserves required by applicable  law) applicable to any  member
   bank of the Federal Reserve System in respect of Eurocurrency funding
   or liabilities as defined in Regulation D (or any successor  category
   of liabilities under Regulation D).

             "Event of  Default"  shall  have the  meaning  provided  in
   Section 10.
<PAGE>
             "Excluded Properties" shall mean, as  of any date, so  long
   as no Default or  Event of Default then  exists, any interest in  any
   Real Property (excluding any fee interest  in Real Property on  which
   the Collateral Agent  shall have been  granted a  Lien in  accordance
   with the  terms  hereof  and excluding  any  Replacement  Properties)
   acquired or constructed by  the Borrower or  any of its  Subsidiaries
   after  the  Effective  Date  for  an  aggregate  purchase  price  not
   exceeding $20,000,000 for any such Real Property.

             "Existing  Credit   Agreement"   shall  mean   the   Credit
   Agreement,  dated  as  of  November  1,  1996,  among  Holdings,  the
   Borrower, the lenders party  thereto, BTCo, as administrative  agent,
   Chase, as syndication  agent, and BTCo  and Chase,  as arrangers,  as
   such Credit Agreement is in effect on the Effective Date.

             "Existing Indebtedness" shall have the meaning provided  in
   Section 7.21.

             "Existing  Letters  of  Credit"  shall  have  the   meaning
   provided in Section 2.01(a).

             "Facing Fee"  shall have  the meaning  provided in  Section
   3.01(c).

             "Federal  Funds  Rate"  shall  mean,  for  any  period,   a
   fluctuating interest rate equal  for each day  during such period  to
   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 for such day (or, if such day  is
   not a  Business Day,  for the  next preceding  Business Day)  by  the
   Federal Reserve Bank of  New York, or,  if such rate  is not so  pub-
   lished for any day which is a Business Day, the average of the quota-
   tions  for   such  day   on  such   transactions  received   by   the
   Administrative Agent from three  Federal Funds brokers of  recognized
   standing selected by the Administrative Agent.

             "Fees" shall  mean  all  amounts  payable  pursuant  to  or
   referred to in Section 3.01.

             "Final Maturity Date" shall mean April 28, 2004.

             "Fixed Charge Coverage Ratio"  shall mean, for any  period,
   the ratio of  (x) the sum  of Consolidated  EBITDA plus  Consolidated
   Rental Payments for such period to (y) Consolidated Fixed Charges for
   such period.

             "Guaranteed Creditors" shall mean  and include each of  the
   Administrative Agent, the  Syndication Agent,  the Collateral  Agent,
   each Co-Arranger, each Issuing Bank, the Banks and each party  (other
   than any Credit Party) party to an Interest Rate Protection Agreement
   or Other Hedging  Agreement to the  extent such  party constitutes  a
   Secured Creditor under the Security Documents.
<PAGE>
             "Guaranteed Obligations" shall mean (i) the full and prompt
   payment when due (whether at the stated maturity, by acceleration  or
   otherwise) of the principal and interest on each Note issued by,  and
   Loans  made  to,   the  Borrower   under  this   Agreement  and   all
   reimbursement obligations and Unpaid Drawings with respect to Letters
   of  Credit,  together  with  all  the  other  obligations  (including
   obligations which, but for the automatic stay under Section 362(a) of
   the Bankruptcy Code,  would become due)  and liabilities  (including,
   without limitation, indemnities,  fees and interest  thereon) of  the
   Borrower to  the Banks,  the  Administrative Agent,  the  Syndication
   Agent, each Co-Arranger, each Issuing  Bank and the Collateral  Agent
   now existing or hereafter incurred under,  arising out of or in  con-
   nection with this Agreement or any other Credit Document and the  due
   performance and compliance by the Borrower  with all the terms,  con-
   ditions and agreements contained in the Credit Documents and (ii) the
   full and prompt payment when due (whether at the stated maturity,  by
   acceleration or otherwise) of all obligations (including  obligations
   which, but  for  the  automatic stay  under  Section  362(a)  of  the
   Bankruptcy Code, would become  due) of the  Borrower owing under  any
   Interest Rate Protection Agreement or Other Hedging Agreement entered
   into by the Borrower with any Bank or any affiliate thereof (even  if
   such Bank subsequently ceases to be  a Bank under this Agreement  for
   any reason) so long  as such Bank or  affiliate participates in  such
   Interest Rate Protection  Agreement or Other  Hedging Agreement,  and
   their subsequent  assigns,  if  any,  whether  now  in  existence  or
   hereafter arising, and  the due performance  and compliance with  all
   terms, conditions and agreements contained therein.

             "Guarantor" shall mean Holdings, each Subsidiary  Guarantor
   and the SL Lessor.

             "Guaranty" shall mean  and include  the Holdings  Guaranty,
   the Subsidiaries Guaranty and the SL Lessor Guaranty.

             "Hazardous  Materials"  shall  mean  (a) any  petroleum  or
   petroleum products, radioactive materials, asbestos in any form  that
   is friable, urea formaldehyde foam insulation, transformers or  other
   equipment that contain  dielectric fluid containing  levels of  poly-
   chlorinated biphenyls, and radon gas; (b) any chemicals, materials or
   substances defined as  or included  in the  definition of  "hazardous
   substances," "hazardous  waste,"  "hazardous  materials,"  "extremely
   hazardous substances,"  "restricted  hazardous  waste,"  "toxic  sub-
   stances," "toxic  pollutants,"  "contaminants," or  "pollutants,"  or
   words of similar import, under any applicable Environmental Law;  and
   (c) any other chemical, material or  substance, the Release of  which
   is prohibited, limited or regulated by any governmental authority.

             "Holdings" shall  have the  meaning provided  in the  first
   paragraph of this Agreement.

             "Holdings Common  Stock" shall  mean  the common  stock  of
   Holdings, par value $0.01 per share  and the Class B common stock  of
   Holdings, par value $0.01 per share.

             "Holdings Guaranty"  shall mean  the guaranty  of  Holdings
   pursuant to Section 14.
<PAGE>
             "Holdings Pledge Agreement" shall have the meaning provided
   in Section 5.11.

             "Holdings Preferred Stock" shall  mean the preferred  stock
   of Holdings, par value $0.01 per share.

             "Holdings  Security  Agreement"  shall  have  the   meaning
   provided in Section 5.12.

             "Holdings Tax Sharing  Agreement" shall  mean that  certain
   Tax Sharing Agreement, dated as of March 22, 1995, among Holdings and
   certain of its Subsidiaries as in effect on the Effective Date and as
   the same may be amended or  modified from time to time in  accordance
   with the terms thereof and hereof.

             "Immaterial Subsidiary" shall  mean any  Subsidiary of  the
   Borrower that  does not  have  assets with  a  fair market  value  of
   $5,000,000 or more or has not had revenues of $5,000,000 or more  for
   the Test Period then most recently ended.

             "Indebtedness"  shall  mean,  as  to  any  Person,  without
   duplication, (i)  all  indebtedness (including  principal,  interest,
   fees and  charges) of  such  Person for  borrowed  money or  for  the
   deferred purchase price  of property  or services,  (ii) the  maximum
   amount available to be drawn under  all letters of credit issued  for
   the account of such Person and all unpaid drawings in respect of such
   letters of credit, (iii) all Indebtedness  of the types described  in
   clause (i), (ii), (iv), (v), (vi), (vii) or (viii) of this definition
   secured by any Lien on any property owned by such Person, whether  or
   not such  Indebtedness has  been assumed  by such  Person  (provided,
   that, if the  Person has not  assumed or otherwise  become liable  in
   respect of such Indebtedness, such Indebtedness shall be deemed to be
   in an amount equal to the fair market value of the property to  which
   such Lien relates as determined in  good faith by such Person),  (iv)
   the aggregate amount  required to be  capitalized under leases  under
   which such Person is the lessee,  (v) all obligations of such  Person
   to pay a specified purchase price  for goods or services, whether  or
   not delivered or accepted, i.e., take-or-pay and similar obligations,
   (vi)  all  Contingent  Obligations  of  such  Person  and  (vii)  all
   obligations under any Interest  Rate Protection Agreement, any  Other
   Hedging Agreement or under any similar  type of agreement.   Notwith-
   standing the foregoing, Indebtedness shall not include trade payables
   (other than Deferred Trade Payables) and accrued expenses incurred by
   any Person in accordance with customary practices and in the ordinary
   course of business of such Person.

             "Intercompany Loan" shall mean any loan or advance  between
   or among Holdings and its Subsidiaries.

             "Intercompany Note" shall  mean a promissory  note, in  the
   form of Exhibit P or such other form as may be reasonably  acceptable
   to the Administrative Agent,  in either case evidencing  Intercompany
   Loans.

             "Intercreditor Agreement" shall  have the meaning  provided
   in Section 5.18.
<PAGE>
             "Interest Determination Date" shall  mean, with respect  to
   any  Eurodollar  Loan,   the  second  Business   Day  prior  to   the
   commencement of any Interest Period relating to such Eurodollar Loan.

             "Interest  Period"  shall  have  the  meaning  provided  in
   Section 1.09.

             "Interest  Rate  Protection   Agreement"  shall  mean   any
   interest rate swap agreement,  interest rate cap agreement,  interest
   collar agreement, interest  rate hedging agreement  or other  similar
   agreement or arrangement.

             "Investments" shall have  the meaning  provided in  Section
   9.05.

             "Issuing Bank" shall  mean BTCo, Chase  and any other  Bank
   which at the  request of  the Borrower and  with the  consent of  the
   Administrative  Agent  (which  consent  shall  not  be   unreasonably
   withheld or  delayed)  agrees, in  such  Bank's sole  discretion,  to
   become an Issuing Bank for the  purpose of issuing Letters of  Credit
   pursuant to Section 2.

             "Land Trust" shall  mean each land  trust of  which one  or
   more Credit Parties are the sole  beneficiaries and which land  trust
   is party to a Credit Document.

             "Land Trustee" shall mean the trustee of any Land Trust.

             "L/C Supportable Obligations" shall mean (i) obligations of
   the Borrower  or any  of its  Subsidiaries  with respect  to  workers
   compensation, surety bonds and  other similar statutory  obligations,
   (ii) obligations  of the  Borrower or  any of  its Subsidiaries  with
   respect to  industrial revenue  or development  bonds or  financings,
   (iii) obligations of  the Borrower or  any of  its Subsidiaries  with
   respect to  leases,  (iv)  performance, payment,  deposit  or  surety
   obligations of the Borrower or any of its Subsidiaries in  accordance
   with custom and practice in the  industry and (v) such other  obliga-
   tions of the Borrower  or any of its  Subsidiaries as are  reasonably
   acceptable to the respective Issuing Bank and otherwise permitted  to
   exist pursuant to the terms of this Agreement.

             "Leaseholds" of any Person shall mean all the right,  title
   and interest of such  Person as lessee or  licensee in, to and  under
   leases or licenses of land, improvements and/or fixtures.

             "Lessee" shall have the meaning provided in Section 8.13.

             "Letter of  Credit"  shall  have the  meaning  provided  in
   Section 2.01(a).

             "Letter of Credit Fee" shall  have the meaning provided  in
   Section 3.01(b).

             "Letter of Credit  Outstandings" shall mean,  at any  time,
   the sum of (i) the aggregate Stated Amount of all outstanding Letters
   of Credit at such time and (ii) the amount of all Unpaid Drawings  at
   such time.
<PAGE>
             "Letter of Credit Request" shall have the meaning  provided
   in Section 2.03(a).

             "Leverage Ratio" shall mean, at any time, the ratio of  (x)
   Consolidated Indebtedness at such time to (y) Consolidated EBITDA for
   the Test Period then most recently ended.

             "Lien" shall  mean  any  mortgage,  pledge,  hypothecation,
   assignment, deposit  arrangement,  encumbrance,  lien  (statutory  or
   other), preference, priority or other security agreement of any  kind
   or nature whatsoever (including, without limitation, any  conditional
   sale or other  title retention  agreement, any  financing or  similar
   statement or  notice  filed  under  the  UCC  or  any  other  similar
   recording or notice statute, and  any lease having substantially  the
   same effect as any of the foregoing).

             "Loan" shall mean  each Revolving Loan  and each  Swingline
   Loan.

             "Management Agreements" shall have the meaning provided  in
   Section 5.05.

             "Mandatory Borrowing" shall  have the  meaning provided  in
   Section 1.01(c).

             "Margin Reduction  Period"  shall mean  each  period  which
   shall commence  on  a date  on  which the  financial  statements  are
   delivered pursuant to Section 8.01(a) or (b), as the case may be, and
   which shall end on the earlier of (i) the date of actual delivery  of
   the next financial statements pursuant to Section 8.01(a) or (b),  as
   the case may be, and (ii) the latest date on which the next financial
   statements are required to be delivered to Section 8.01(a) or (b), as
   the case may be.

             "Margin  Stock"  shall   have  the   meaning  provided   in
   Regulation U.

             "Maximum Swingline Amount" shall mean $50,000,000.

             "Minimum Borrowing  Amount" shall  mean (i)  for  Revolving
   Loans that are maintained as  Eurodollar Loans, $5,000,000, (ii)  for
   Revolving Loans that  are maintained as  Base Rate Loans,  $2,000,000
   (or $1,000,000  to the  extent that  such Base  Rate Loans  are  made
   pursuant to Section 2.05(a)) and (iii) for Swingline Loans, $250,000.

             "Moody's" shall mean Moody's Investors Service, Inc.

             "Mortgage" shall mean each mortgage, deed to secure debt or
   deed of trust pursuant to which  any Credit Party shall have  granted
   to the  Collateral  Agent a  mortgage  lien on  such  Credit  Party's
   Mortgaged Property.

             "Mortgage Policies"  shall  have the  meaning  provided  in
   Section 5.16.

             "Mortgaged  Property"  shall  mean  each  parcel  of   Real
   Property owned or leased by any Credit Party which is encumbered by a
   Mortgage.
<PAGE>
             "NAIC" shall  mean the  National Association  of  Insurance
   Commissioners.

             "Net  Debt  Proceeds"  shall  mean,  with  respect  to  any
   incurrence of Indebtedness for borrowed money, the cash proceeds (net
   of underwriting discounts and commissions and other costs  associated
   therewith) received  by the  respective  Person from  the  respective
   incurrence of such Indebtedness for borrowed money.

             "Net Insurance Proceeds"  shall mean, with  respect to  any
   Recovery Event, the cash proceeds (net of costs and taxes incurred in
   connection with  such  Recovery  Event) received  by  the  respective
   Person in connection with the respective Recovery Event.

             "Net Reversion  Amount"  shall  mean,  for  any  return  to
   Holdings or any  of its  Subsidiaries of  any surplus  assets of  any
   Pension Plan  of  Holdings  or any  of  its  Subsidiaries,  the  cash
   proceeds of such  return, net of  costs incurred  in connection  with
   obtaining such return and the incremental taxes paid or payable as  a
   result thereof.

             "Net Sale Proceeds"  shall mean,  for any  Asset Sale,  the
   gross cash proceeds (including any cash  received by way of  deferred
   payment pursuant to a promissory  note, receivable or otherwise,  but
   only as and when received) received from such Asset Sale, net of  the
   reasonable costs  of  such  sale  (including  fees  and  commissions,
   payments of unassumed  liabilities relating  to the  assets sold  and
   required  payments  of  any  Indebtedness  (other  than  Indebtedness
   secured pursuant to the Security Documents)  which is secured by  the
   respective  assets  which  were  sold),  and  the  incremental  taxes
   (including income taxes) paid  or payable as a  result of such  Asset
   Sale.

             "Non-Defaulting Bank"  shall  mean and  include  each  Bank
   other than a Defaulting Bank.

             "Note" shall  mean each  Revolving Note  and the  Swingline
   Note.

             "Notice of Borrowing"  shall have the  meaning provided  in
   Section 1.03(a).

             "Notice of Conversion" shall  have the meaning provided  in
   Section 1.06.

             "Notice Office" shall mean the office of the Administrative
   Agent located  at  130 Liberty  Street,  New York,  New  York  10006,
   Attention: Chris DiBiase or such  other office as the  Administrative
   Agent may hereafter designate in writing as such to the other parties
   hereto.

             "Obligations"  shall  mean   all  amounts   owing  to   the
   Administrative Agent, the  Syndication Agent,  the Collateral  Agent,
   any Co-Arranger, any Issuing Bank or  any Bank pursuant to the  terms
   of this Agreement or any other Credit Document.
<PAGE>
             "Operating Lease" shall mean,  with respect to any  Person,
   any  lease  (including,  without  limitation,  leases  that  may   be
   terminated by the lessee at any time) of any property (whether  real,
   personal or mixed) that is not  a Capital Lease, other than any  such
   lease under which such Person is the lessor.

             "Other Hedging Agreement" shall  mean any foreign  exchange
   contracts, currency swap  agreements, commodity  agreements or  other
   similar agreements or  arrangements designed to  protect against  the
   fluctuations in currency values.

             "Participant" shall have  the meaning  provided in  Section
   2.04(a).

             "Payment   Office"   shall   mean   the   office   of   the
   Administrative Agent located  at 130  Liberty Street,  New York,  New
   York 10006,  or such  other office  as the  Administrative Agent  may
   hereafter designate in writing as such to the other parties hereto.

             "PBGC" shall mean the Pension Benefit Guaranty  Corporation
   established pursuant  to  Section 4002  of  ERISA, or  any  successor
   thereto.

             "Pension Plan"  shall mean  any Plan  (including, for  this
   purpose, any "employee benefit  plan" as defined  in Section 3(3)  of
   ERISA), other  than  a  multiemployer plan  (as  defined  in  Section
   4001(a)(3) of ERISA), which is subject to Section 412 of the Code  or
   Section 302 of ERISA.

             "Permitted Encumbrance" shall mean, with respect to (i) any
   fee-owned Mortgaged Property,  such exceptions  to title  as are  set
   forth in the Mortgage Policy delivered  with respect thereto, all  of
   which exceptions must be reasonably acceptable to the Agents in their
   reasonable discretion and (ii) any Leasehold Mortgaged Property, such
   exceptions to  title  as  were  disclosed  by  any  search  of  title
   previously provided to and approved by the Administrative Agent.

             "Permitted Holders" shall  mean (i) Yucaipa  or any  entity
   controlled thereby  or  any  of the  partners  thereof,  (ii)  Apollo
   Advisors, L.P. or any entity controlled  thereby or (iii) any of  the
   Permitted Transferees of  any Person described  in preceding  clauses
   (i) and (ii);

             "Permitted  Liens"  shall  have  the  meaning  provided  in
   Section 9.01.
<PAGE>
             "Permitted Sale-Leaseback Transaction" shall mean any  sale
   by the  Borrower  or any  of  its  Subsidiaries of  a  grocery  store
   (including equipment therein acquired after November 1, 1996) open or
   acquired  after  November  1,  1996,  and  grocery  store  equipment,
   warehouse equipment, distribution equipment and office equipment,  in
   each case acquired  after November 1,  1996, in  connection with  the
   concurrent lease-back of  such assets so  long as (i)  no Default  or
   Event of Default  then exists or  would result  therefrom, (ii)  each
   such sale and leaseback transaction is in an arm's-length transaction
   and the Borrower or the respective Subsidiary receives at least  fair
   market value (as  determined in good  faith by the  Borrower or  such
   Subsidiary, as  the  case  may  be)  (iii)  the  total  consideration
   received by the Borrower or such  Subsidiary in connection with  each
   such sale and leaseback transaction is  cash and is paid at the  time
   of the closing thereof, and (iv) the Net Sale Proceeds therefrom  are
   applied and/or reinvested as (and to the extent) required by  Section
   3.03(b) and the definition of Asset Sale.

             "Permitted Transferees"  shall mean,  with respect  to  any
   Person, (i) any Affiliate of such Person, (ii) the heirs,  executors,
   administrators, testamentary trustees,  legatees or beneficiaries  of
   any such Person or  (iii) a trust, the  beneficiaries of which, or  a
   corporation or partnership,  the stockholders or  general or  limited
   partners of which, include only such  Person or his or her spouse  or
   lineal descendants, in each case to whom such Person has  transferred
   the beneficial ownership of any capital stock of Holdings.

             "Person" shall  mean  any  individual,  partnership,  joint
   venture, firm, corporation,  association, limited liability  company,
   trust or other enterprise or any government or political  subdivision
   or any agency, department or instrumentality thereof.

             "Plan" shall mean  any pension plan  as defined in  Section
   3(2) of ERISA, which is maintained or contributed to by (or to  which
   there is an obligation to contribute of) Holdings or a Subsidiary  of
   Holdings or an ERISA Affiliate, and each such plan for the five  year
   period immediately following the latest date  on which Holdings or  a
   Subsidiary of Holdings or an ERISA Affiliate maintained,  contributed
   to or had an obligation to contribute to such plan.

             "Pledge Agreements"  shall mean  and include  the  Holdings
   Pledge Agreement,  the  Borrower Pledge  Agreement  and each  of  the
   Subsidiary Pledge Agreements.

             "Pledged Collateral"  shall  mean  all  of  the  respective
   "Pledged Collateral" as defined in each Pledge Agreement.

             "Prime  Lending  Rate"  shall  mean  the  rate  which  BTCo
   announces from time  to time  as its  prime lending  rate, the  Prime
   Lending Rate to change when and  as such prime lending rate  changes.
   The Prime Lending Rate is a  reference rate and does not  necessarily
   represent the lowest or best rate  actually charged to any  customer.
   BTCo may make commercial  loans or other loans  at rates of  interest
   at, above or below the Prime Lending Rate.

             "Projections" shall mean the projections attached hereto as
   Schedule VII which were prepared by Holdings for the period ending on
   the last day of Holdings fiscal year 2003.
<PAGE>
             "Qualified  Holdings  Preferred   Stock"  shall  mean   any
   preferred stock  of  Holdings  so  long as  the  terms  of  any  such
   preferred stock (i)  do not  contain any  mandatory put,  redemption,
   repayment, sinking fund or  other similar provision occurring  before
   December 31, 2004, (ii) do not require the cash payment of dividends,
   (iii) do not  contain any covenants,  (iv) do not  grant the  holders
   thereof any voting rights except for (x) voting rights required to be
   granted  to  such  holders  under  applicable  law  and  (y)  limited
   customary voting  rights  on  fundamental matters  such  as  mergers,
   consolidations, sales of all  or substantially all  of the assets  of
   Holdings, or liquidations involving  Holdings, and (v) are  otherwise
   reasonably satisfactory to the Agents.

             "Quarterly Payment Date" shall  mean each February 28,  May
   31, August 31 and November 30.

             "Rating Agencies"  shall  mean  S&P,  Moody's  and  Duff  &
   Phelps.

             "RCRA" shall mean  the Resource  Conservation and  Recovery
   Act, as the same may be amended  from time to time, 42 U.S.C.  S 6901
   et seq.

             "Real Property" of  any Person  shall mean  all the  right,
   title and  interest  of  such  Person  in  and  to  land,  buildings,
   improvements and fixtures, including Leaseholds.

             "Recovery Event" shall mean the receipt by Holdings or  any
   of its Subsidiaries  of any cash  insurance proceeds or  condemnation
   awards payable (i)  by reason of  theft, loss, physical  destruction,
   damage, taking  or  any  other similar  event  with  respect  to  any
   property or assets of  Holdings or any of  its Subsidiaries and  (ii)
   under any policy of insurance required to be maintained under Section
   8.03.

             "Register" shall  have  the  meaning  provided  in  Section
   13.15.

             "Regulation D"  shall mean  Regulation D  of the  Board  of
   Governors of  the Federal  Reserve System  as from  time to  time  in
   effect and any  successor to all  or a  portion thereof  establishing
   reserve requirements.

             "Regulation G"  shall mean  Regulation G  of the  Board  of
   Governors of  the Federal  Reserve System  as from  time to  time  in
   effect and any successor to all or a portion thereof.

             "Regulation T"  shall mean  Regulation T  of the  Board  of
   Governors of  the Federal  Reserve System  as from  time to  time  in
   effect and any successor to all or a portion thereof.

             "Regulation U"  shall mean  Regulation U  of the  Board  of
   Governors of  the Federal  Reserve System  as from  time to  time  in
   effect and any successor to all or a portion thereof.

             "Regulation X"  shall mean  Regulation X  of the  Board  of
   Governors of  the Federal  Reserve System  as from  time to  time  in
   effect and any successor to all or a portion thereof.
<PAGE>
             "Release" shall mean the disposing, discharging, injecting,
   spilling, pumping,  leaking, leaching,  dumping, emitting,  escaping,
   emptying, pouring or  migrating, into or  upon any land  or water  or
   air, or otherwise entering into the environment.

             "Replaced  Bank"  shall  have   the  meaning  provided   in
   Section 1.13.

             "Replaced Property"  shall  have the  meaning  provided  in
   Section 8.14.

             "Replacement Bank"  shall  have  the  meaning  provided  in
   Section 1.13.

             "Replacement Property" shall mean  any Real Property  which
   is  designated  by  the  Borrower  as  a  "Replacement  Property"  in
   accordance with Section 8.13.

             "Reportable Event" shall mean an event described in Section
   4043(c) of ERISA with respect to a  Plan that is subject to Title  IV
   of ERISA other than those events as to which the 30-day notice period
   is waived  under  subsection  .22,  .23, .25,  .27  or  .28  of  PBGC
   Regulation Section 4043.

             "Required Banks" shall mean Non-Defaulting Banks the sum of
   whose Revolving Loan Commitments  (or after the termination  thereof,
   outstanding  Revolving  Loans  and  RL  Percentages  of   outstanding
   Swingline Loans  and  Letter  of Credit  Outstandings)  represent  an
   amount greater  than 50%  of  the sum  of  the Total  Revolving  Loan
   Commitment less  the Revolving  Loan  Commitments of  all  Defaulting
   Banks (or after the  termination thereof, the sum  of the then  total
   outstanding Revolving Loans of Non-Defaulting Banks and the aggregate
   RL Percentages  of  Non-Defaulting  Banks of  the  total  outstanding
   Swingline Loans and Letter of Credit Outstandings at such time).

             "Revolving Loan" shall have the meaning provided in Section
   1.01(a).

             "Revolving Loan Commitment" shall mean, for each Bank,  the
   amount set forth  opposite such Bank's  name in  Schedule I  directly
   below the column entitled "Revolving Loan Commitment," as same may be
   (x) reduced from time to time pursuant to Sections 3.02, 3.03  and/or
   10 or (y) adjusted from time to time as a result of assignments to or
   from such Bank pursuant to Section 1.13 or 13.04(b).

             "Revolving Note" shall have the meaning provided in Section
   1.05(a).

             "RL Percentage"  of  any Bank  at  any time  shall  mean  a
   fraction (expressed as a  percentage) the numerator  of which is  the
   Revolving  Loan  Commitment  of  such  Bank  at  such  time  and  the
   denominator of which is the Total  Revolving Loan Commitment at  such
   time, provided  that  if the  RL  Percentage of  any  Bank is  to  be
   determined  after  the  Total  Revolving  Loan  Commitment  has  been
   terminated, then the RL Percentages of the Banks shall be  determined
   immediately prior (and without giving effect) to such termination.

             "SEC" shall have the meaning provided in Section 8.01(g).
<PAGE>
             "Section 4.04(b)(ii)  Certificate" shall  have the  meaning
   provided in Section 4.04(b)(ii).

             "Secured Creditors" shall  have the  meaning assigned  that
   term in the respective Security Documents.

             "Securities Act" shall mean the Securities Act of 1933,  as
   amended, and the rules and regulations promulgated thereunder.

             "Securities  Exchange  Act"   shall  mean  the   Securities
   Exchange Act  of 1934,  as amended,  and  the rules  and  regulations
   promulgated thereunder.

             "Security Agreements" shall mean  and include the  Holdings
   Security  Agreement,  the   Borrower  Security   Agreement  and   the
   Subsidiary Security Agreement.

             "Security Agreement  Collateral"  shall  mean  all  of  the
   respective "Collateral" as defined in each Security Agreement.

             "Security Documents"  shall mean  each Security  Agreement,
   each  Trademark  Security  Agreement,  each  Pledge  Agreement,  each
   Mortgage, the  Intercreditor  Agreement,  any  SL  Lessor  Collateral
   Documents delivered by the SL Lessor  to the Collateral Agent  and/or
   the SL Agent in order to grant  to the Banks Liens in real,  personal
   or mixed property  of the SL  Lessor as security  for the  Guaranteed
   Obligations (as such term is defined in the SL Lessor Guaranty).

             "Senior Subordinated Notes" shall  mean the Borrower's  10-
   7/8% Senior Subordinated Notes due 2005 issued pursuant to the Senior
   Subordinated Note Indenture.

             "Senior Subordinated Note Consent" shall mean each  written
   consent permitting the Borrower to enter into the Senior Subordinated
   Note Indenture  Supplement  from  a holder  of  one  or  more  Senior
   Subordinated Notes  outstanding on  the record  date for  determining
   those holders entitled  to consent to  such Senior Subordinated  Note
   Indenture Supplement.

             "Senior Subordinated Note Consent Solicitation" shall  mean
   the solicitation of  Senior Subordinated Note  Consents to amend  the
   Senior Subordinated Note Indenture performed by  or on behalf of  the
   Borrower simultaneously  with  the Senior  Subordinated  Note  Tender
   Offer.

             "Senior Subordinated Note  Consent Solicitation  Documents"
   shall mean each of the documents distributed to holders of the Senior
   Subordinated Notes or otherwise entered into  by the Borrower or  any
   of such holders  in connection with  the consummation  of the  Senior
   Subordinated   Note   Consent   Solicitation,   including,    without
   limitation, the  Senior Subordinated  Note  Consents and  the  Senior
   Subordinated Note Indenture Supplement.
<PAGE>
             "Senior Subordinated Note Documents" shall mean and include
   each of  the  documents  and  other  agreements  (including,  without
   limitation, the  Senior Subordinated  Note Indenture  and the  Senior
   Subordinated Note Indenture Supplement)  governing or evidencing  the
   Senior Subordinated Notes, as in effect on the Effective Date and  as
   the same may be amended, modified  or supplemented from time to  time
   pursuant to the terms hereof and thereof.

             "Senior  Subordinated  Note   Indenture"  shall  mean   the
   Indenture,  dated  as  of  May  4,  1995,  among  the  Borrower,  the
   subsidiary guarantors party thereto and the Senior Subordinated  Note
   Indenture Trustee, as in effect on the Effective Date.

             "Senior Subordinated Note Indenture Supplement" shall  mean
   the Supplemental Indenture to the Senior Subordinated Note  Indenture
   entered into by the Borrower, the subsidiary guarantors party thereto
   and the Senior Subordinated Note Indenture Trustee in connection with
   the Senior Subordinated Note Consent Solicitation.

             "Senior Subordinated Note Indenture Trustee" shall mean the
   United States Trust Company of New York.

             "Senior Subordinated  Note  Tender Offer"  shall  mean  the
   offer by the Borrower to purchase for cash any and all of the  Senior
   Subordinated Notes,  the foregoing  to be  effected pursuant  to  the
   Senior Subordinated Note Tender Offer Documents.

             "Senior Subordinated  Note  Tender Offer  Documents"  shall
   mean the offer to purchase distributed by the Borrower in  connection
   with the Senior  Subordinated Note Tender  Offer, and all  amendments
   and exhibits  thereto,  and  all documents  related  to  any  of  the
   foregoing filed  with  the SEC  or  distributed to  the  holders  (or
   representatives) of the Senior Subordinated Notes in connection  with
   the Senior Subordinated Note Tender Offer.

             "Shareholders' Agreements" shall have the meaning  provided
   in Section 5.05.

             "SL Agent"  shall mean  The Chase  Manhattan Bank,  in  its
   capacity as agent for the lenders  under the SL Credit Agreement  and
   the other SL Documents.

             "SL Collateral Documents" shall  mean and include those  SL
   Documents  which   are   security  agreements,   pledge   agreements,
   mortgages, deeds of  trust, assignment agreements  and documents  and
   other collateral  documents (including,  without limitation,  the  SL
   Lessor Collateral Documents) delivered by the SL Lessor or any Credit
   Party to the SL Lenders, the SL Agent, the SL Lessor, the  Collateral
   Agent or any  Bank in order  to grant to  the SL  Lenders, the  Banks
   and/or the other Secured  Creditors Liens in any  property of the  SL
   Lessor or any Credit Party.

             "SL  Credit  Agreement"  shall  mean  that  certain  Credit
   Agreement, dated as of August 19,  1997, among the SL Lessor, the  SL
   Lenders and the SL Agent.
<PAGE>
             "SL Documents" shall mean and include the SL  Participation
   Agreement and each of the other Operative Agreements (as such term is
   defined in Annex A to the SL Participation Agreement) as in effect on
   the Effective  Date and  as  the same  may  be amended,  modified  or
   supplemented from  time to  time pursuant  to  the terms  hereof  and
   thereof.

             "SL Guaranty" shall mean that certain Guaranty, dated as of
   August 19,  1997,  made  by Holdings,  the  Borrower  and  the  other
   guarantors signatories thereto in  favor of the SL  Agent for the  SL
   Lenders as in effect  on the Effective  Date and as  the same may  be
   amended, modified or supplemented from time  to time pursuant to  the
   terms hereof and thereof.

             "SL  Lenders"  shall  mean  the  several  banks  and  other
   financial institutions  from time  to time  party  to the  SL  Credit
   Agreement.

             "SL Lessor" shall mean The Dominick's Realty Trust 1997,  a
   Delaware business trust.

             "SL Lessor  Collateral Documents"  shall mean  and  include
   those SL Collateral Documents from time  to time entered into by  the
   SL Lessor or  in any  way relating to  collateral granted  by the  SL
   Lessor including, without limitation,  (i) mortgages, deeds of  trust
   or security  agreements,  as applicable,  on  the SL  Properties  and
   personal properties  relating  thereto,  (ii) an  assignment  of  the
   Agency Agreement and the Construction Contract (as each such term  is
   defined in Annex A  to the SL Participation  Agreement) and (iii)  an
   assignment of the Lease or any Lease Supplement (as each such term is
   defined in Annex A to the SL Participation Agreement).

             "SL Lessor  Guaranty" shall  have the  meaning provided  in
   Section 5.17.

             "SL  Participation  Agreement"  shall  mean  that   certain
   Participation Agreement,  dated  as of  August  19, 1997,  among  the
   Borrower, the SL Lessor, Wilmington Trust Company, the SL Agent,  the
   SL Lenders and the  investors in the  SL Lessor as  in effect on  the
   Effective  Date  and  as  the  same  may  be  amended,  modified   or
   supplemented from  time to  time pursuant  to  the terms  hereof  and
   thereof.

             "SL Properties" shall  have the meaning  given to the  term
   "Properties" in Annex A to the SL Participation Agreement.

             "Start Date"    shall  mean, with  respect  to  any  Margin
   Reduction Period, the first day of such Margin Reduction Period.

             "Stated Amount" of each Letter of Credit shall mean, at any
   time, the maximum amount  available to be  drawn thereunder (in  each
   case determined without regard to  whether any conditions to  drawing
   could then be met).
<PAGE>
             "Store Land  Property"  shall  mean any  Real  Property  in
   Illinois, Indiana or Wisconsin acquired  after the Effective Date  by
   the Borrower  or  any Subsidiary  of  the  Borrower in  the  form  of
   undeveloped land or land with improvements thereon existing as of the
   date of acquisition  (i) which  is identified  in good  faith by  the
   chief  financial  officer  of  the   Borrower  and  evidenced  by   a
   certificate  of  such  officer  of  the  Borrower  at  the  time   of
   acquisition thereof as the intended location  for a grocery store  or
   other facility to be  constructed for and owned  and operated by  the
   Borrower or  one  of  its  Subsidiaries  within  five  years  of  the
   effective date of acquisition thereof and (ii) with respect to  which
   the Borrower gives notice to  the Administrative Agent in  accordance
   with Section 8.01(e)(iii); provided that any such Store Land Property
   shall no longer be a "Store Land Property" (a) on the date of sale by
   the Borrower or  any of its  Subsidiaries (other than  to any  Credit
   Party or any other Affiliate) of  any Store Land Property  consisting
   of undeveloped land or land with improvements thereon existing as  of
   the date  of  acquisition  or (b)  if  the  Borrower or  any  of  its
   Subsidiaries constructs a  grocery store or  other facility  thereon,
   then on  the date  (which date  shall  be the  first date  after  the
   completion of  the  grocery store  or  other facility  on  which  the
   Borrower is required to deliver to  the Administrative Agent and  the
   Banks  financial  statements  pursuant  to  Section  8.01)  that  the
   Borrower  gives  a  written   notice  to  the  Administrative   Agent
   indicating that the Borrower shall on and after such date include the
   aggregate purchase price incurred in connection with the  acquisition
   of such Store Land Property as "Capital Expenditures" pursuant to the
   definition thereof (it being understood that such aggregate  purchase
   price shall be deemed to be Capital Expenditures incurred during  the
   fiscal year in which  such notice is given).   A Store Land  Property
   shall continue to be a "Store Land Property" hereunder whether or not
   such Real  Property continues  to be  undeveloped land  or land  with
   improvements thereon  existing  as of  the  date of  acquisition  and
   whether or not such Real Property  continues to be owned by a  Credit
   Party and such Store Land Property  shall no longer be a "Store  Land
   Property" only if the  conditions set forth in  clause (a) or  clause
   (b) in  the  immediately  preceding  sentence  are  satisfied.    The
   purchase price with respect to any  Store Land Property shall be  the
   amount paid (whether paid  in cash or  other consideration) for  such
   Store Land Property.

             "Subsidiaries Guaranty" shall have the meaning provided  in
   Section 5.15.
<PAGE>
             "Subsidiary"  shall  mean,  as  to  any  Person,  (i)   any
   corporation more than  50% of  whose stock  of any  class or  classes
   having by the terms thereof ordinary voting power to elect a majority
   of the directors of such corporation (irrespective of whether or  not
   at the time stock of any  class or classes of such corporation  shall
   have or might  have voting power  by reason of  the happening of  any
   contingency) is at the time owned  by such Person and/or one or  more
   Subsidiaries  of  such  Person  and  (ii)  any  partnership,  limited
   liability company,  association, joint  venture  or other  entity  in
   which such Person and/or one or more Subsidiaries of such Person  has
   more than a  50% equity interest  at the time.   Notwithstanding  the
   foregoing (and except for purposes of the definition of  Unrestricted
   Subsidiary contained  herein), an  Unrestricted Subsidiary  shall  be
   deemed not  to  be a  Subsidiary  of Holdings  or  any of  its  other
   Subsidiaries for purposes of this Agreement.

             "Subsidiary Guarantor" shall  mean (i)  each Subsidiary  of
   the Borrower on the Effective Date (other than BDI and BPI so long as
   such  Persons  constitute  Immaterial  Subsidiaries)  and  (ii)  each
   Subsidiary of the  Borrower created or  acquired after the  Effective
   Date (other  than an  Immaterial Subsidiary).   At  such time  as  an
   Immaterial Subsidiary (including BDI and BPI) ceases to constitute an
   Immaterial Subsidiary, such  Person shall  promptly take  all of  the
   action required to  be taken pursuant  to Section 8.12  and from  and
   after such time such Person shall constitute a Subsidiary Guarantor.

             "Subsidiary  Pledge  Agreement"  shall  have  the   meaning
   provided in Section 5.11.

             "Subsidiary Security  Agreement"  shall  have  the  meaning
   provided in Section 5.12.

             "Subsidiary Trademark  Security Agreement"  shall have  the
   meaning provided in Section 5.13.

             "Subsidiaries Guaranty" shall have the meaning provided  in
   Section 5.15.

             "Swingline Bank" shall mean BTCo.

             "Swingline Expiry Date" shall mean that date which is  five
   Business Days prior to the Final Maturity Date.

             "Swingline Loan" shall have the meaning provided in Section
   1.01(b).

             "Swingline Note" shall have the meaning provided in Section
   1.05(a).

             "S&P" shall mean Standard & Poor's Ratings Group.

             "Syndication Agent" shall mean Chase.

             "Tax Sharing Agreements" shall have the meaning provided in
   Section 5.05.

             "Taxes" shall have the meaning provided in Section 4.04(a).
<PAGE>
             "Test Date" shall mean, with respect to any Start Date, the
   last day of  the most  recent fiscal  quarter of  the Borrower  ended
   immediately prior to such Start Date.

             "Test  Period"  shall  mean  the  four  consecutive  fiscal
   quarters of the Borrower then last  ended (in each case taken as  one
   accounting period).

             "Title Insurance  Policies"  shall  mean  ALTA  loan  title
   insurance policies  issued by  a title  insurance company  reasonably
   satisfactory to the Agents in the amounts reasonably satisfactory  to
   the Agents with respect to any particular Real Property subject to  a
   Mortgage, assuring the Agents that the applicable Mortgage creates  a
   valid and  enforceable first  priority lien  on the  respective  Real
   Property subject to such Mortgage, free and clear of all defects  and
   encumbrances, except Permitted Liens, which Title Insurance  Policies
   shall otherwise be in form  and substance reasonably satisfactory  to
   the Agents and shall  include endorsements for  any matters that  any
   Agent may  reasonably  request and  for  future advances  under  this
   Agreement, the  Notes  and  the other  Credit  Documents,  and  shall
   provide for affirmative insurance and  such reinsurance as any  Agent
   may reasonably request, all  of the foregoing  in form and  substance
   reasonably satisfactory to the Agents.

             "Total Revolving Loan Commitment" shall mean, at any  time,
   the sum of the Revolving Loan Commitments of each of the Banks.

             "Total Unutilized Revolving Loan Commitment" shall mean, at
   any time, an amount equal to the remainder of (x) the Total Revolving
   Loan Commitment then  in effect  less (y)  the sum  of the  aggregate
   principal amount of all Revolving Loans and Swingline Loans then out-
   standing plus  the then  aggregate amount  of  all Letter  of  Credit
   Outstandings.

             "Trademark Security Agreements" shall mean and include  the
   Borrower Trademark Security  Agreement and  the Subsidiary  Trademark
   Security Agreement.

             "Trademark Collateral"  shall mean  all of  the  respective
   "Collateral" as defined in each Trademark Security Agreement.

             "Transaction"  shall  mean,  collectively,  (i)  the   Bank
   Refinancing, (ii) the  Senior Subordinated Note  Tender Offer,  (iii)
   the Senior Subordinated Note Consent Solicitation, (iv) the  entering
   into of  one or  more amendments  to  the SL  Documents and  (v)  the
   occurrence of the Effective Date and  the incurrence of Loans on  the
   Effective Date.

             "Type" shall mean the type  of Loan determined with  regard
   to the interest option applicable thereto, i.e., whether a Base  Rate
   Loan or a Eurodollar Loan.

             "UCC" shall mean the Uniform  Commercial Code as from  time
   to time in effect in the relevant jurisdiction.
<PAGE>
             "Unfunded Current  Liability" of  any Plan  shall mean  the
   amount,  if  any,  by  which  the  actuarial  present  value  of  the
   accumulated plan benefits under the Plan as of the close of its  most
   recent plan year, determined in accordance with actuarial assumptions
   at such  time  consistent  with  Statement  of  Financial  Accounting
   Standards No. 87, exceeds  the market value  of the assets  allocable
   thereto.

             "United States"  and  "U.S."  shall each  mean  the  United
   States of America.

             "Unpaid Drawing"  shall have  the meaning  provided for  in
   Section 2.05(a).

             "Unrestricted Subsidiary" shall mean any Subsidiary of  the
   Borrower that is acquired or created after the Effective Date and  is
   designated by the Borrower at the time of the acquisition or creation
   thereof as an Unrestricted Subsidiary hereunder by written notice  to
   the Agents  and shall  include any  Subsidiary of  such  Unrestricted
   Subsidiary; provided that  the Borrower  shall only  be permitted  to
   designate a Subsidiary as an Unrestricted  Subsidiary so long as  (i)
   no Default or Event of Default then exists or would result therefrom,
   (ii) such Unrestricted Subsidiary shall be capitalized (to the extent
   capitalized by  Holdings or  any of  its Subsidiaries)  through  cash
   Investments  as  permitted  by,  and  in  compliance  with,   Section
   9.05(xvii), (iii) such  Unrestricted Subsidiary does  not (and  shall
   not) own any capital stock of  or other equity interests in, or  have
   any Lien on any property of,  Holdings or any Subsidiary of  Holdings
   other than  a Subsidiary  of the  Unrestricted Subsidiary,  (iv)  any
   Indebtedness or other obligations of such Unrestricted Subsidiary  is
   (and  remains)  non-recourse  to  Holdings   or  any  of  its   other
   Subsidiaries and  (v)  the Borrower  delivers  a certificate  of  its
   president,  chief  financial  officer  or  treasurer  to  the  Agents
   certifying  compliance  with  preceding  clauses  (i)  through  (iv).
   Notwithstanding  the  foregoing,  the  Borrower  may  designate   any
   Unrestricted Subsidiary of  the Borrower to  be a  Subsidiary of  the
   Borrower if, but  only if, (x)  no Default or  Event of Default  then
   exists or would result therefrom,  and with any Indebtedness,  Liens,
   Investments and/or Capital  Expenditures incurred, assumed,  created,
   issued and/or made  by such Unrestricted  Subsidiary being deemed  to
   have been so incurred,  assumed, created, issued  and/or made at  the
   time of  such designation,  (y) based  on  calculations made  by  the
   Borrower  on  a  pro  forma  basis   after  giving  effect  to   such
   designation, no  Default or  Event of  Default will  exist under,  or
   would have existed during the Test Period last reported (or  required
   to be reported pursuant  to Section 8.01(a) or  (b), as the case  may
   be) prior to the date of the respective designation, pursuant to  the
   financial covenants  contained  in  Sections  9.08,  9.09  and  9.10,
   inclusive and (z) a  written notice of such  designation is given  to
   the Agents  at  the  time thereof,  which  written  notice  shall  be
   accompanied by a  certificate of the  president, the chief  financial
   officer or the treasurer of the Borrower certifying (and showing  the
   calculations therefor in reasonable detail) as to the compliance with
   the preceding clauses (x) and (y).
<PAGE>
             "Unutilized Revolving  Loan  Commitment" shall  mean,  with
   respect  to  any  Bank  at  any  time,  such  Bank's  Revolving  Loan
   Commitment at such time less the sum of (i) the aggregate outstanding
   principal amount of  all Revolving Loans  made by such  Bank at  such
   time and  (ii) such  Bank's RL  Percentage of  the Letter  of  Credit
   Outstandings at such time.

             "Wholly-Owned Subsidiary" shall mean, as to any Person, (i)
   any corporation 100%  of whose capital  stock (other than  director's
   qualifying shares) is at the time owned by such Person and/or one  or
   more  Wholly-Owned  Subsidiaries   of  such  Person   and  (ii)   any
   partnership, limited liability company, association, joint venture or
   other entity in  which such Person  and/or one  or more  Wholly-Owned
   Subsidiaries of such Person has a 100% equity interest at such time.

             "Yucaipa" shall mean  The Yucaipa  Companies, a  California
   general partnership,  or  any  successor  thereto  (i)  which  is  an
   Affiliate of Ronald W.  Burkle, (ii) which  has been established  for
   the sole purpose of changing the  form of The Yucaipa Companies  from
   that of a partnership to that of a limited liability company or  such
   other form  acceptable to  the Agents  in their  sole discretion  and
   (iii) the form and structure of which has been approved by the Agents
   in their sole discretion.

             "Yucaipa Management  Agreement" shall  mean the  Management
   Agreement, dated as of November 1, 1996, among Yucaipa, Holdings  and
   the Borrower, as amended or modified from time to time in  accordance
   with the terms thereof and hereof.

             "Yucaipa Warrant" shall mean Yucaipa's warrant issued to it
   on March 22, 1995 by Holdings as in effect on the Effective Date  and
   as the same may be amended  from time to time thereafter pursuant  to
   the terms hereof and thereof.

<PAGE>
             SECTION 12.  The Agents.

             12.01  Appointment.  The Banks hereby irrevocably designate
   BTCo as Administrative Agent  (for purposes of  this Section 12,  the
   term "Administrative Agent" also shall  include BTCo in its  capacity
   as a Co-Arranger  and as Collateral  Agent pursuant  to the  Security
   Documents) to  act  as  specified herein  and  in  the  other  Credit
   Documents.    The  Banks   hereby  irrevocably  designate  Chase   as
   Syndication Agent hereunder  (for purposes  of this  Section 12,  the
   term "Syndication Agent" also shall include Chase Securities Inc.  in
   its capacity as a Co-Arranger) to act as specified herein and in  the
   other Credit Documents.  Each Bank hereby irrevocably authorizes, and
   each holder  of any  Note by  the acceptance  of such  Note shall  be
   deemed irrevocably to authorize,  each Agent to  take such action  on
   their behalf under the provisions of this Agreement, the other Credit
   Documents and any other instruments and agreements referred to herein
   or therein and  to exercise such  powers and to  perform such  duties
   hereunder and thereunder as are specifically delegated to or required
   of such Agent by the terms  hereof and thereof and such other  powers
   as are reasonably incidental thereto.  Each Agent may perform any  of
   its duties hereunder by or  through its officers, directors,  agents,
   employees or affiliates.

             12.02  Nature of Duties.  No Agent shall have any duties or
   responsibilities except those expressly  set forth in this  Agreement
   and in the other  Credit Documents.  Neither  Agent nor any of  their
   respective officers, directors, agents, employees or affiliates shall
   be liable for any action taken or omitted by them hereunder or  under
   any other Credit  Document or  in connection  herewith or  therewith,
   unless caused by its or their gross negligence or willful misconduct.
   The duties of each  Agent shall be  mechanical and administrative  in
   nature; neither Agent shall have by  reason of this Agreement or  any
   other Credit Document a fiduciary relationship in respect of any Bank
   or the holder of any Note; and nothing in this Agreement or any other
   Credit Document, expressed or implied, is intended to or shall be  so
   construed as to impose upon either  Agent any obligations in  respect
   of this Agreement or  any other Credit  Document except as  expressly
   set forth herein or therein.
<PAGE>
             12.03  Lack of Reliance on  the Agents.  Independently  and
   without reliance upon  any Agent, each  Bank and the  holder of  each
   Note, to the  extent it  deemed or  deems appropriate,  has made  and
   shall continue to make (i) its  own independent investigation of  the
   financial condition and affairs of  Holdings and its Subsidiaries  in
   connection with the making and the  continuance of the Loans and  the
   taking or not taking  of any action in  connection herewith and  (ii)
   its own  appraisal  of  the  creditworthiness  of  Holdings  and  its
   Subsidiaries and, except as expressly provided in this Agreement,  no
   Agent shall have any duty or responsibility, either initially or on a
   continuing basis, to provide any Bank or the holder of any Note  with
   any credit or other information with respect thereto, whether  coming
   into its possession before the making of the Loans or at any time  or
   times thereafter.  Neither Agent shall be responsible to any Bank  or
   the holder of  any Note  for any  recitals, statements,  information,
   representations or warranties herein or in any document,  certificate
   or other writing delivered in connection  herewith or for the  execu-
   tion,   effectiveness,    genuineness,   validity,    enforceability,
   perfection, collectability, priority or sufficiency of this Agreement
   or any other Credit Document or  the financial condition of  Holdings
   or any of its  Subsidiaries or be required  to make any inquiry  con-
   cerning either the  performance or observance  of any  of the  terms,
   provisions or  conditions  of  this Agreement  or  any  other  Credit
   Document, or  the  financial condition  of  Holdings or  any  of  its
   Subsidiaries or the existence or possible existence of any Default or
   Event of Default.

             12.04  Certain Rights of  the Agents.   If any Agent  shall
   request instructions from the Required Banks or all of the Banks,  as
   applicable, with respect to any act  or action (including failure  to
   act) in connection with this Agreement or any other Credit  Document,
   such Agent shall be entitled to refrain from such act or taking  such
   action unless and until such  Agent shall have received  instructions
   from the Required Banks or all of the Banks, as applicable; and  such
   Agent shall  not  incur  liability  to  any  Bank  by  reason  of  so
   refraining.  Without limiting the foregoing, no Bank or the holder of
   any Note shall have any right of action whatsoever against any  Agent
   as a result of such Agent acting or refraining from acting  hereunder
   or  under  any   other  Credit  Document   in  accordance  with   the
   instructions  of  the  Required  Banks  or  all  of  the  Banks,   as
   applicable.

             12.05  Reliance.  Each Agent shall be entitled to rely, and
   shall  be  fully  protected  in  relying,  upon  any  note,  writing,
   resolution,  notice,  statement,  certificate,  telex,  teletype   or
   telecopier message, cablegram, radiogram, order or other document  or
   telephone message signed, sent or made by any Person that such  Agent
   believed to be  the proper  Person, and,  with respect  to all  legal
   matters pertaining to  this Agreement and  any other Credit  Document
   and its  duties  hereunder and  thereunder,  upon advice  of  counsel
   selected by such Agent.
<PAGE>
             12.06  Indemnification.   To the  extent any  Agent is  not
   reimbursed and indemnified  by Holdings or  any of its  Subsidiaries,
   the Banks will reimburse  and indemnify such  Agent in proportion  to
   their respective  "percentage" as  used in  determining the  Required
   Banks (determined  as if  there were  no  Defaulting Banks)  for  and
   against  any  and  all  liabilities,  obligations,  losses,  damages,
   penalties,  claims,  actions,  judgments,  costs,  expenses  or  dis-
   bursements of  whatsoever kind  or nature  which may  be imposed  on,
   asserted  against  or  incurred  by  such  Agent  in  performing  its
   respective duties,  if  any,  hereunder or  under  any  other  Credit
   Document or in any way relating  to or arising out of this  Agreement
   or any other Credit Document; provided  that no Bank shall be  liable
   to any Person indemnified hereunder for  any portion of such  liabil-
   ities, obligations, losses,  damages, penalties, actions,  judgments,
   suits,  costs,  expenses   or  disbursements   resulting  from   such
   indemnified Person's  gross  negligence  or  willful  misconduct  (as
   finally determined by a court of competent jurisdiction).

             12.07  The Agents  in Their  Individual Capacities.    With
   respect to its obligation to make  Loans, or issue or participate  in
   Letters of Credit, under  this Agreement, each  Agent shall have  the
   rights and powers specified herein for a "Bank" and may exercise  the
   same rights and powers  as though it were  not performing the  duties
   specified herein; and the term "Banks," "Required Banks," "holders of
   Notes" or  any  similar  terms  shall,  unless  the  context  clearly
   otherwise indicates, include such  Agent in its individual  capacity.
   The Agents and their respective affiliates may accept deposits  from,
   lend  money  to,  and  generally  engage  in  any  kind  of  banking,
   investment banking, trust  or other  business with,  or provide  debt
   financing, equity  capital  or other  services  (including  financial
   advisory services)  to, any  Credit Party  or  any Affiliate  of  any
   Credit Party (or any  Person engaged in a  similar business with  any
   Credit Party or any Affiliate thereof) as if they were not performing
   the duties specified herein, and may accept fees and other  consider-
   ation from any Credit Party or any Affiliate of any Credit Party  for
   services in  connection with  this  Agreement and  otherwise  without
   having to account for the same to the Banks.

             12.08  Holders.  Each Agent may deem and treat the payee of
   any Note as  the owner  thereof for  all purposes  hereof unless  and
   until a written  notice of  the assignment,  transfer or  endorsement
   thereof, as the case may be,  shall have been filed with such  Agent.
   Any request, authority or consent of  any Person who, at the time  of
   making such  request or  giving such  authority  or consent,  is  the
   holder of any Note shall be conclusive and binding on any  subsequent
   holder, transferee, assignee or endorsee, as the case may be, of such
   Note or of any Note or Notes issued in exchange therefor.
<PAGE>
             12.09  Resignation by the Agents.   (a) The  Administrative
   Agent may resign from the performance of all its respective functions
   and duties hereunder and/or under the  other Credit Documents at  any
   time by giving 15  Business Days' prior written  notice to the  Banks
   and, to the extent permitted by  applicable law, the Borrower.   Such
   resignation shall take  effect upon  the appointment  of a  successor
   Administrative Agent  pursuant to  clauses (b)  and (c)  below or  as
   otherwise provided below.  The Syndication Agent may resign from  the
   performance of  all its  respective  functions and  duties  hereunder
   and/or under the other Credit Documents at any time by giving written
   notice to  the Administrative  Agent, the  Banks and,  to the  extent
   permitted by applicable law, the Borrower, and such resignation shall
   take effect upon the giving of such notice.

             (b)  Upon  any   such   notice  of   resignation   by   the
   Administrative Agent, the  Required Banks shall  appoint a  successor
   Administrative  Agent  hereunder  or   thereunder  who  shall  be   a
   commercial  bank  or  trust  company  reasonably  acceptable  to  the
   Borrower, which  acceptance shall  not  be unreasonably  withheld  or
   delayed.

             (c)  If a  successor Administrative  Agent shall  not  have
   been  so  appointed   within  such  15   Business  Day  period,   the
   Administrative Agent with the consent of the Borrower (which  consent
   shall not be unreasonably withheld or delayed), shall then appoint  a
   successor Administrative  Agent  who shall  serve  as  Administrative
   Agent hereunder  or  thereunder  until such  time,  if  any,  as  the
   Required Banks appoint a  successor Administrative Agent as  provided
   above.

             (d)  If  no   successor  Administrative   Agent  has   been
   appointed pursuant to clause  (b) or (c) above  by the 20th  Business
   Day after  the date  such  notice of  resignation  was given  by  the
   Administrative Agent,  the Administrative  Agent's resignation  shall
   become effective and the Required Banks shall thereafter perform  all
   the duties of  the Administrative  Agent hereunder  and/or under  any
   other Credit Document until such time, if any, as the Required  Banks
   appoint a successor Administrative Agent as provided above.

<PAGE>
             SECTION 13.  Miscellaneous.

             13.01  Payment of Expenses, etc.   The Borrower shall:  (i)
   whether or not the transactions herein contemplated are  consummated,
   pay all reasonable  out-of-pocket costs  and expenses  of the  Agents
   (including, without limitation, the reasonable fees and disbursements
   of White & Case and of the Agents' local counsel and consultants)  in
   connection with (x) the preparation,  execution and delivery of  this
   Agreement and  the  other  Credit Documents  and  the  documents  and
   instruments referred to herein and therein and any amendment,  waiver
   or consent  relating  hereto  or thereto  and  (y)  their  respective
   syndication efforts with  respect to this  Agreement; (ii) after  the
   occurrence of  an  Event of  Default,  pay all  costs  and  expenses,
   including reasonable attorneys' fees (including internal counsel) and
   costs of settlement, incurred by each  of the Agents and each of  the
   Banks in enforcing any Obligations of  or in collecting any  payments
   due from  any  Credit  Party hereunder  or  under  the  other  Credit
   Documents by reason of  such Event of Default  or in connection  with
   any refinancing or restructuring of the credit arrangements  provided
   under this Agreement in the nature of a "work-out" or pursuant to any
   insolvency or bankruptcy proceedings; (iii) pay and hold each of  the
   Banks harmless from and against any and all present and future stamp,
   excise and  other  similar  documentary taxes  with  respect  to  the
   foregoing matters  and  save each  of  the Banks  harmless  from  and
   against any and all liabilities with respect to or resulting from any
   delay or  omission (other  than to  the extent  attributable to  such
   Bank) to pay such taxes; and (iv) indemnify each Agent and each Bank,
   and each of their  respective officers, directors, employees,  repre-
   sentatives and agents from and hold each of them harmless against any
   and all  liabilities,  obligations  (including  removal  or  remedial
   actions), losses,  damages,  penalties, claims,  actions,  judgments,
   suits,  costs,  expenses  and  disbursements  (including   reasonable
   attorneys' and  consultants'  fees and  disbursements)  incurred  by,
   imposed on or assessed against any of them as a result of, or arising
   out of,  or  in  any  way  related to,  or  by  reason  of,  (a)  any
   investigation, litigation  or other  proceeding (whether  or not  any
   Agent or  any  Bank  is a  party  thereto  and whether  or  not  such
   investigation, litigation or  other proceeding  is brought  by or  on
   behalf of  any Credit  Party) related  to  the entering  into  and/or
   performance of this Agreement or any other Credit Document or the use
   of any Letter of Credit or the proceeds of any Loans hereunder or the
   consummation  of   the   Transaction  or   any   other   transactions
   contemplated herein or in any other  Document or the exercise of  any
   of  their  rights  or  remedies  provided  herein  or  in  the  other
   Documents, or  (b)  the  actual  or  alleged  presence  of  Hazardous
   Materials in the air, surface water or groundwater or on the  surface
   or subsurface of any Real Property  owned or at any time operated  by
   Holdings or any of its Subsidiaries, the generation, storage,  trans-
   portation, handling or disposal of Hazardous Materials by Holdings or
   any of its  Subsidiaries at  any location,  whether or  not owned  or
   operated by Holdings or any  of its Subsidiaries, the  non-compliance
   of any Real  Property with foreign,  federal, state  and local  laws,
   regulations, and ordinances (including applicable permits thereunder)
   applicable to any Real Property, or any Environmental Claim  asserted
   against Holdings, any of its Subsidiaries or any Real Property  owned
<PAGE>
   or at  any time  operated by  Holdings or  any of  its  Subsidiaries,
   including, in each case, without limitation, the reasonable fees  and
   disbursements of counsel and other consultants incurred in connection
   with any  such investigation,  litigation  or other  proceeding  (but
   excluding any losses, liabilities, claims, damages or expenses to the
   extent incurred  by reason  of the  gross  negligence, bad  faith  or
   willful misconduct  of  the  Person to  be  indemnified  (as  finally
   determined by a  court of competent  jurisdiction)).   To the  extent
   that the undertaking to indemnify, pay or hold harmless any Agent  or
   any Bank set  forth in the  preceding sentence  may be  unenforceable
   because it is  violative of any  law or public  policy, the  Borrower
   shall make the maximum contribution  to the payment and  satisfaction
   of each of  the indemnified  liabilities which  is permissible  under
   applicable law.

             13.02  Right of Setoff.   In addition to any rights now  or
   hereafter granted under applicable law or  otherwise, and not by  way
   of limitation of any such rights, upon the occurrence and during  the
   continuance of an Event of Default, each Bank is hereby authorized at
   any time or from time to  time, without presentment, demand,  protest
   or other notice  of any  kind to  any Credit  Party or  to any  other
   Person, any such notice being hereby expressly waived, to set off and
   to appropriate and apply any and all deposits (general or special  or
   trust accounts) and any other Indebtedness at any time held or  owing
   by such Bank (including, without limitation, by branches and agencies
   of such Bank wherever located) to or for the credit or the account of
   any Credit  Party  against and  on  account of  the  Obligations  and
   liabilities of the Credit Parties to  such Bank under this  Agreement
   or under  any  of  the other  Credit  Documents,  including,  without
   limitation, all  interests  in  Obligations purchased  by  such  Bank
   pursuant to Section 13.06(b), and all  other claims of any nature  or
   description arising out of  or connected with  this Agreement or  any
   other Credit Document, irrespective of whether or not such Bank shall
   have  made  any  demand  hereunder  and  although  said  Obligations,
   liabilities or  claims,  or  any of  them,  shall  be  contingent  or
   unmatured.

             13.03   Notices.   Except as  otherwise expressly  provided
   herein, all notices and  other communications provided for  hereunder
   shall be  in writing  (including  telegraphic, telex,  telecopier  or
   cable communication)  and mailed,  telegraphed, telexed,  telecopied,
   cabled or  delivered:    if  to any  Credit  Party,  at  the  address
   specified opposite  its  signature below  or  in the  other  relevant
   Credit Documents;  if  to  the Bank,  at  its  address  specified  on
   Schedule II;  and  if to  the  Administrative Agent,  at  the  Notice
   Office; or, as to  any Credit Party or  the Administrative Agent,  at
   such other address as shall be designated by such party in a  written
   notice to the  other parties  hereto and, as  to each  Bank, at  such
   other address as shall be designated by such Bank in a written notice
   to the Borrower and the Administrative  Agent.  All such notices  and
   communications shall, when mailed, telegraphed, telexed,  telecopied,
   or cabled or sent by overnight  courier, be effective when  deposited
   in the mails, delivered  to the telegraph  company, cable company  or
   overnight  courier,  as  the  case  may  be,  or  sent  by  telex  or
   telecopier, except that notices and communications to each Agent  and
   the Borrower shall not be effective  until received by such Agent  or
   the Borrower, as the case may be.
<PAGE>
             13.04  Benefit of  Agreement; Assignments;  Participations.
   (a)  This Agreement shall be binding upon and inure to the benefit of
   and be enforceable by  the respective successors  and assigns of  the
   parties hereto; provided,  however, the  Borrower may  not assign  or
   transfer any of its rights, obligations or interest hereunder without
   the prior written consent of each of the Banks and, provided further,
   that, although any Bank may transfer, assign or grant  participations
   in its rights  hereunder, such  Bank shall  remain a  "Bank" for  all
   purposes hereunder (and may not transfer or assign all or any portion
   of its Commitments hereunder except as provided in Sections 1.13  and
   13.04(b)) and the  transferee, assignee or  participant, as the  case
   may be,  shall  not  constitute  a  "Bank"  hereunder  and,  provided
   further, that no Bank shall transfer or grant any participation under
   which the participant shall have rights  to approve any amendment  to
   or waiver of this  Agreement or any other  Credit Document except  to
   the extent  such  amendment or  waiver  would (i)  extend  the  final
   scheduled maturity of any Loan, Note or Letter of Credit (unless such
   Letter of Credit is not extended  beyond the Final Maturity Date)  in
   which such participant is participating, or reduce the rate or extend
   the time of payment of interest or Fees thereon (except in connection
   with a  waiver  of  applicability of  any  post-default  increase  in
   interest rates) or reduce the  principal amount thereof, or  increase
   the amount of the participant's participation over the amount thereof
   then in effect (it being understood  that a waiver of any Default  or
   Event of Default or of a  mandatory reduction in the Total  Revolving
   Loan Commitment, shall not constitute a  change in the terms of  such
   participation, and that an increase in any Revolving Loan  Commitment
   or Revolving  Loan shall  be permitted  without  the consent  of  any
   participant if the participant's participation is not increased as  a
   result thereof), (ii) consent  to the assignment  or transfer by  the
   Borrower of any of its rights and obligations under this Agreement or
   (iii) release all or substantially all of the Collateral under all of
   the Security Documents  (except as expressly  provided in the  Credit
   Documents) supporting the Loans  hereunder in which such  participant
   is participating.    In  the case  of  any  such  participation,  the
   participant shall not have any rights under this Agreement or any  of
   the other  Credit Documents  (the participant's  rights against  such
   Bank in respect of  such participation to be  those set forth in  the
   agreement executed by such Bank in favor of the participant  relating
   thereto) and all amounts payable by  the Borrower hereunder shall  be
   determined as if such Bank had not sold such participation.
<PAGE>
             (b)  Notwithstanding the foregoing, any  Bank (or any  Bank
   together with  one or  more other  Banks)  may (x)  assign all  or  a
   portion of  its Revolving  Loan  Commitment and  related  outstanding
   Obligations hereunder to (i) its parent company and/or any  affiliate
   of such Bank which is at least 50%  owned by such Bank or its  parent
   company or to one or more Banks or (ii) in the case of any Bank  that
   is a fund that invests in bank loans, any other fund that invests  in
   bank loans and is managed by the same investment advisor of such Bank
   or by an Affiliate of such  investment advisor or (y) assign all,  or
   if less  than all,  a portion  equal to  at least  $5,000,000 in  the
   aggregate  for  the  assigning  Bank  or  assigning  Banks,  of  such
   Revolving Loan Commitment or  Revolving Loan Commitments and  related
   outstanding Obligations hereunder to one or more Eligible Transferees
   (treating any fund that invests in bank loans and any other fund that
   invests in bank loans and is  managed by the same investment  advisor
   of such  fund or  by an  Affiliate of  such investment  advisor as  a
   single Eligible Transferee), each of  which assignees shall become  a
   party to this Agreement as a  Bank by execution of an Assignment  and
   Assumption Agreement,  provided that,  (i) at  such time  Schedule  I
   shall be deemed  modified to reflect  the Revolving Loan  Commitments
   and/or outstanding Revolving Loans, as the  case may be, of such  new
   Bank and  of the  existing  Banks, (ii)  upon  the surrender  of  the
   relevant  Revolving  Note  by  the  assigning  Bank  (or,  upon  such
   assigning Bank's  indemnifying the  Borrower for  any lost  Revolving
   Note  pursuant  to  a  customary  indemnification  agreement)  a  new
   Revolving Note will be issued, at the Borrower's expense, to such new
   Bank and to the assigning Bank upon  the request of such new Bank  or
   assigning Bank, such new Revolving Note to be in conformity with  the
   requirements of Section 1.05 (with appropriate modifications) to  the
   extent needed  to  reflect  the revised  Revolving  Loan  Commitments
   and/or outstanding Revolving  Loans, as the  case may  be, (iii)  the
   consent of the  Administrative Agent and,  so long as  no Default  or
   Event of Default under Section 10.05 then exists, the consent of  the
   Borrower (each of which consents  shall not be unreasonably  withheld
   or delayed) shall be required in connection with any assignment to an
   Eligible  Transferee  pursuant   to  clause  (y)   above,  (iv)   the
   Administrative  Agent  shall  receive  at  the  time  of  each   such
   assignment, from the  assigning or assignee  Bank, the  payment of  a
   non-refundable assignment fee of $3,500 and  (v) no such transfer  or
   assignment will  be effective  until recorded  by the  Administrative
   Agent on the Register  pursuant to Section 13.15.   To the extent  of
   any assignment pursuant to this Section 13.04(b), the assigning  Bank
   shall be relieved of  its obligations hereunder  with respect to  its
   assigned Revolving Loan Commitment  and outstanding Revolving  Loans.
   At the time of each assignment pursuant to this Section 13.04(b) to a
   Person which  is not  already a  Bank hereunder  and which  is not  a
   United States person (as such term is defined in Section  7701(a)(30)
   of the Code) for Federal income tax purposes, the respective assignee
   Bank shall, to the extent legally  entitled to do so, provide to  the
   Borrower the  appropriate Internal  Revenue  Service Forms  (and,  if
   applicable, a Section 4.04(b)(ii)  Certificate) described in  Section
   4.04(b).  To the extent that an assignment of all or any portion of a
   Bank's Revolving Loan Commitment and related outstanding  Obligations
   pursuant to Section 1.13 or this Section 13.04(b) would, at the  time
   of such assignment,  result in  increased costs  under Section  1.10,
   2.06 or 4.04  from those being  charged by  the respective  assigning
<PAGE>
   Bank prior  to  such  assignment, then  the  Borrower  shall  not  be
   obligated to  pay such  increased costs  (although the  Borrower,  in
   accordance  with  and  pursuant  to  the  other  provisions  of  this
   Agreement, shall be obligated to pay any other increased costs of the
   type described above  resulting from changes  after the  date of  the
   respective assignment).

             (c)  Nothing in this  Agreement shall  prevent or  prohibit
   any Bank from pledging its Revolving  Loans and Revolving Note  here-
   under to a Federal Reserve Bank in support of borrowings made by such
   Bank from such  Federal Reserve  Bank and,  with the  consent of  the
   Administrative Agent, any Bank which is a fund may pledge all or  any
   portion of its Revolving Loans and  Revolving Note to its trustee  in
   support of its  obligations to its  trustee.  No  pledge pursuant  to
   this clause (c)  shall release the  transferor Bank from  any of  its
   obligations hereunder.

             13.05  No Waiver; Remedies Cumulative.  No failure or delay
   on the part of any Agent,  the Collateral Agent, any Issuing Bank  or
   any Bank in  exercising any right,  power or  privilege hereunder  or
   under any other Credit Document and no course of dealing between  the
   Borrower or  any other  Credit Party  and any  Agent, the  Collateral
   Agent, any  Issuing  Bank or  any  Bank  shall operate  as  a  waiver
   thereof; nor shall any single or partial exercise of any right, power
   or privilege hereunder  or under any  other Credit Document  preclude
   any other or further  exercise thereof or the  exercise of any  other
   right, power  or  privilege hereunder  or  thereunder.   The  rights,
   powers and remedies herein or in any other Credit Document  expressly
   provided are cumulative and  not exclusive of  any rights, powers  or
   remedies which any Agent, the Collateral  Agent, any Issuing Bank  or
   any Bank would otherwise have.  No notice to or demand on any  Credit
   Party in any  case shall  entitle any Credit  Party to  any other  or
   further notice or demand in similar or other circumstances or consti-
   tute a waiver of the rights  of any Agent, the Collateral Agent,  any
   Issuing Bank  or any  Bank to  any  other or  further action  in  any
   circumstances without notice or demand.

             13.06  Payments  Pro  Rata.    (a)    Except  as  otherwise
   provided in  this Agreement,  the  Administrative Agent  agrees  that
   promptly after its receipt of each  payment from or on behalf of  the
   Borrower in respect of any Obligations hereunder, it shall distribute
   such payment to the Banks (other than any Bank that has consented  in
   writing to waive  its pro rata  share of any  such payment) pro  rata
   based upon their respective shares, if  any, of the Obligations  with
   respect to which such payment was received.
<PAGE>
             (b)  Each of the  Banks agrees that,  if it should  receive
   any amount hereunder  (whether by voluntary  payment, by  realization
   upon security, by  the exercise of  the right of  setoff or  banker's
   lien, by  counterclaim or  cross action,  by the  enforcement of  any
   right under the Credit Documents, or otherwise), which is  applicable
   to the payment  of the principal  of, or interest  on, the  Revolving
   Loans, Unpaid  Drawings, Commitment  Commission or  Letter of  Credit
   Fees, of a sum which with respect to the related sum or sums received
   by other Banks  is in  a greater proportion  than the  total of  such
   Obligation then owed and due to such Bank bears to the total of  such
   Obligation then owed and due to all of the Banks immediately prior to
   such receipt,  then such  Bank receiving  such excess  payment  shall
   purchase for cash without recourse or  warranty from the other  Banks
   an interest in the Obligations of the respective Credit Party to such
   Banks in such amount as shall result in a proportional  participation
   by all the Banks in such amount; provided that if all or any  portion
   of such excess amount  is thereafter recovered  from such Bank,  such
   purchase shall be rescinded  and the purchase  price restored to  the
   extent of such recovery, but without interest.

             (c)  Notwithstanding anything  to  the  contrary  contained
   herein, the provisions  of the  preceding Sections  13.06(a) and  (b)
   shall be subject to  the express provisions  of this Agreement  which
   require, or permit, differing payments  to be made to  Non-Defaulting
   Banks as opposed to Defaulting Banks.

             13.07  Calculations;   Computations;   Accounting    Terms.
   (a)  The financial statements to be  furnished to the Banks  pursuant
   hereto shall be made  and prepared in  accordance with generally  ac-
   cepted  accounting  principles  in  the  United  States  consistently
   applied throughout the periods involved (except  as set forth in  the
   notes thereto or as otherwise disclosed in writing by the Borrower to
   the Banks);  provided  that,  (i) except  as  otherwise  specifically
   provided  herein,  all  computations  and  all  definitions  used  in
   determining compliance with  Sections 9.07  through 9.10,  inclusive,
   shall utilize accounting principles  and policies in conformity  with
   those used  to prepare  the historical  financial statements  of  the
   Borrower referred to in Section 7.05(a), and (ii) except as expressly
   provided herein, the financial  results of Unrestricted  Subsidiaries
   shall be ignored.

             (b)  All computations  of interest,  Commitment  Commission
   and other Fees hereunder shall be made on the basis of a year of  360
   days for  the actual  number of  days (including  the first  day  but
   excluding the last day; except that  in the case of Letter of  Credit
   Fees, the last  day shall be  included) occurring in  the period  for
   which such interest, Commitment Commission or other Fees are payable.
<PAGE>
             13.08  GOVERNING LAW;  SUBMISSION TO  JURISDICTION;  VENUE;
   WAIVER OF  JURY TRIAL.   (a)  THIS  AGREEMENT  AND THE  OTHER  CREDIT
   DOCUMENTS AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND
   THEREUNDER SHALL, EXCEPT AS OTHERWISE  PROVIDED IN THE MORTGAGES,  BE
   CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE  STATE
   OF NEW YORK.   ANY LEGAL  ACTION OR PROCEEDING  WITH RESPECT TO  THIS
   AGREEMENT OR ANY OTHER CREDIT DOCUMENT  MAY BE BROUGHT IN THE  COURTS
   OF THE STATE OF  NEW YORK OR  OF THE UNITED  STATES FOR THE  SOUTHERN
   DISTRICT OF NEW YORK, AND, BY  EXECUTION AND DELIVERY OF THIS  AGREE-
   MENT OR ANY OTHER CREDIT DOCUMENT, EACH OF HOLDINGS AND THE  BORROWER
   HEREBY IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY,
   GENERALLY AND UNCONDITIONALLY, THE NON-EXCLUSIVE JURISDICTION OF  THE
   AFORESAID COURTS.  EACH OF HOLDINGS  AND THE BORROWER HEREBY  FURTHER
   IRREVOCABLY WAIVES  ANY  CLAIM THAT  ANY  SUCH COURTS  LACK  PERSONAL
   JURISDICTION OVER  SUCH CREDIT  PARTY, AND  AGREES  NOT TO  PLEAD  OR
   CLAIM, IN ANY LEGAL ACTION PROCEEDING WITH RESPECT TO THIS  AGREEMENT
   OR ANY OTHER CREDIT  DOCUMENTS BROUGHT IN  ANY OF THE  AFOREMENTIONED
   COURTS, THAT SUCH COURTS LACK PERSONAL JURISDICTION OVER SUCH  CREDIT
   PARTY.   EACH  OF  HOLDINGS  AND  THE  BORROWER  FURTHER  IRREVOCABLY
   CONSENTS TO THE SERVICE OF PROCESS  OUT OF ANY OF THE  AFOREMENTIONED
   COURTS IN ANY  SUCH ACTION  OR PROCEEDING  BY THE  MAILING OF  COPIES
   THEREOF BY REGISTERED  OR CERTIFIED  MAIL, POSTAGE  PREPAID, TO  SUCH
   CREDIT PARTY AT ITS ADDRESS SET  FORTH OPPOSITE ITS SIGNATURE  BELOW,
   SUCH SERVICE TO BECOME EFFECTIVE 30 DAYS AFTER SUCH MAILING.  EACH OF
   HOLDINGS AND THE BORROWER HEREBY IRREVOCABLY WAIVES ANY OBJECTION  TO
   SUCH SERVICE OF PROCESS AND FURTHER IRREVOCABLY WAIVES AND AGREES NOT
   TO PLEAD OR CLAIM IN ANY ACTION OR PROCEEDING COMMENCED HEREUNDER  OR
   UNDER ANY OTHER CREDIT  DOCUMENT THAT SERVICE OF  PROCESS WAS IN  ANY
   WAY INVALID OR INEFFECTIVE.  NOTHING HEREIN SHALL AFFECT THE RIGHT OF
   ANY AGENT, ANY BANK OR THE HOLDER OF ANY NOTE TO SERVE PROCESS IN ANY
   OTHER MANNER PERMITTED  BY LAW OR  TO COMMENCE  LEGAL PROCEEDINGS  OR
   OTHERWISE PROCEED  AGAINST  HOLDINGS OR  THE  BORROWER IN  ANY  OTHER
   JURISDICTION.

             (b)  EACH OF HOLDINGS AND  THE BORROWER HEREBY  IRREVOCABLY
   WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING
   OF VENUE OF ANY OF THE  AFORESAID ACTIONS OR PROCEEDINGS ARISING  OUT
   OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER CREDIT  DOCUMENT
   BROUGHT IN THE  COURTS REFERRED  TO IN  CLAUSE (a)  ABOVE AND  HEREBY
   FURTHER IRREVOCABLY,  TO  THE  EXTENT PERMITTED  BY  APPLICABLE  LAW,
   WAIVES AND AGREES NOT TO  PLEAD OR CLAIM IN  ANY SUCH COURT THAT  ANY
   SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN  BROUGHT
   IN AN INCONVENIENT FORUM.

             (c)  EACH  OF  THE   PARTIES  TO   THIS  AGREEMENT   HEREBY
   IRREVOCABLY WAIVES  ALL RIGHT  TO  A TRIAL  BY  JURY IN  ANY  ACTION,
   PROCEEDING OR  COUNTERCLAIM  ARISING  OUT  OF  OR  RELATING  TO  THIS
   AGREEMENT,  THE   OTHER   CREDIT  DOCUMENTS   OR   THE   TRANSACTIONS
   CONTEMPLATED HEREBY OR THEREBY.

             13.09  Counterparts.  This Agreement may be executed in any
   number of  counterparts  and  by  the  different  parties  hereto  on
   separate counterparts, each of which  when so executed and  delivered
   shall be an original, but all of which shall together constitute  one
   and the same instrument.  A  set of counterparts executed by all  the
   parties  hereto  shall   be  lodged   with  the   Borrower  and   the
   Administrative Agent.
<PAGE>
             13.10  Effectiveness.     This   Agreement   shall   become
   effective on the date (the "Effective  Date") on which (i)  Holdings,
   the Borrower, the Administrative  Agent and each  of the Banks  shall
   have signed  a  counterpart hereof  (whether  the same  or  different
   counterparts) and shall have delivered the same to the Administrative
   Agent at the Notice Office or, in  the case of the Banks, shall  have
   given to the Administrative Agent telephonic (confirmed in  writing),
   written or telex notice (actually received)  at such office that  the
   same has been  signed and mailed  to it and  (ii) the conditions  set
   forth in Section 5 are met  or waived to the reasonable  satisfaction
   of the  Agents and  the Required  Banks.   Unless the  Administrative
   Agent has received actual  notice from any  Bank that the  conditions
   contained in Section 5  have not been met  to its satisfaction,  upon
   the satisfaction  of the  condition described  in clause  (i) of  the
   immediately preceding  sentence  and  upon  the  Agents'  good  faith
   determination that the  conditions described  in clause  (ii) of  the
   immediately preceding  sentence have  been met  or waived,  then  the
   Effective Date shall have been deemed to have occurred, regardless of
   any subsequent  determination  that one  or  more of  the  conditions
   thereto had  not  been  met.   The  Administrative  Agent  will  give
   Holdings, the Borrower  and each Bank  prompt written  notice of  the
   occurrence of the Effective Date.

             13.11  Headings Descriptive.  The  headings of the  several
   sections  and  subsections  of   this  Agreement  are  inserted   for
   convenience only  and shall  not in  any way  affect the  meaning  or
   construction of any provision of this Agreement.
<PAGE>
             13.12  Amendment or Waiver; etc.  (a)  Neither this  Agree-
   ment nor any other  Credit Document nor any  terms hereof or  thereof
   may be changed, waived, discharged or terminated unless such  change,
   waiver,  discharge  or  termination  is  in  writing  signed  by  the
   respective Credit  Parties  party  thereto and  the  Required  Banks,
   provided that no such change, waiver, discharge or termination shall,
   without the consent of each Bank (other than a Defaulting Bank),  (i)
   extend the final scheduled maturity of any Loan or Note or extend the
   stated expiration  date of  any Letter  of  Credit beyond  the  Final
   Maturity Date, or reduce  the rate or extend  the time of payment  of
   interest (other  than a  waiver of  the  applicability of  any  post-
   default increase in interest  rates) or Fees  thereon, or reduce  the
   principal amount thereof (except  to the extent  repaid in cash)  (it
   being understood that any amendment or modification to the  financial
   definitions in  this  Agreement  or to  Section  13.07(a)  shall  not
   constitute a  reduction in  the  rate of  interest  or Fees  for  the
   purposes of this clause (i)), (ii)  release all or substantially  all
   of the  Collateral  under  all  the  Security  Documents  (except  as
   expressly provided in the Credit  Documents), (iii) amend, modify  or
   waive any provision of this Section 13.12, (iv) reduce the percentage
   specified in the  definition of Required  Banks (it being  understood
   that, with the consent of  the Required Banks, additional  extensions
   of  credit  pursuant  to  this  Agreement  may  be  included  in  the
   determination of the Required Banks  on substantially the same  basis
   as the Revolving Loan Commitments are included on the Effective Date)
   or (v) consent to the assignment  or transfer by the Borrower of  any
   of its rights and obligations under this Agreement; provided further,
   that no  such  change, waiver,  discharge  or termination  shall  (v)
   increase the Revolving Loan  Commitment of any  Bank over the  amount
   thereof then in  effect without the  consent of such  Bank (it  being
   understood that  waivers or  modifications of  conditions  precedent,
   covenants, Defaults or Events of Default or of a mandatory  reduction
   in the  Total  Revolving  Loan Commitment  shall  not  constitute  an
   increase of the Revolving  Loan Commitment of any  Bank, and that  an
   increase in the available portion of any Revolving Loan Commitment of
   any Bank  shall not  constitute an  increase  of the  Revolving  Loan
   Commitment of such Bank), (w) without the consent of any Issuing Bank
   that has outstanding Letters  of Credit, amend,  modify or waive  any
   provision of  Section  2 or  alter  its rights  or  obligations  with
   respect to Letters of Credit (it being understood and agreed that  to
   the extent  any Issuing  Bank does  not have  any Letters  of  Credit
   outstanding but such Issuing  Bank does not give  its consent to  any
   such amendment, modification or waiver, such issuing Bank may, in its
   sole discretion, resign  from being  an Issuing  Bank hereunder  upon
   written notice to  the Borrower  and the  Administrative Agent),  (x)
   without the consent of the Swingline Bank, alter the Swingline Bank's
   rights or obligations  with respect to  Swingline Loans, (y)  without
   the consent of each  Agent, amend, modify or  waive any provision  of
   Section 12 or any  other provision as same  relates to the rights  or
   obligations of  such  Agent,  or  (z)  without  the  consent  of  the
   Collateral Agent, amend,  modify or waive  any provision relating  to
   the rights or obligations of the Collateral Agent.
<PAGE>
             (b)  If,  in connection with  any proposed change,  waiver,
   discharge or termination to any of  the provisions of this  Agreement
   or any other Credit Document as  contemplated by clauses (i)  through
   (v), inclusive, of the first proviso to Section 13.12(a), the consent
   of the Required Banks is obtained but  the consent of one or more  of
   such other Banks whose consent is required is not obtained, then  the
   Borrower shall have the  right, so long  as all non-consenting  Banks
   whose individual  consent is  required are  treated as  described  in
   either clauses (A) or (B) below, to either (A) replace each such non-
   consenting Bank or Banks with one or more Replacement Banks  pursuant
   to Section 1.13 so long as at the time of such replacement, each such
   Replacement Bank consents to  the proposed change, waiver,  discharge
   or termination or (B) terminate such non-consenting Bank's  Revolving
   Loan Commitment and/or repay the outstanding Revolving Loans of  such
   Bank and  cash  collateralize its  applicable  RL Percentage  of  the
   Letter of Credit Outstandings in accordance with Sections 3.02(b) and
   4.01(b), provided that, unless the Revolving Loan Commitment that  is
   terminated, and Revolving Loans repaid, pursuant to preceding  clause
   (B) are immediately replaced in full  at such time through the  addi-
   tion of new Banks or the  increase of the Revolving Loan  Commitments
   and/or outstanding Revolving  Loans of  existing Banks  (who in  each
   case must  specifically consent  thereto), then  in the  case of  any
   action  pursuant  to   preceding  clause  (B)   the  Required   Banks
   (determined  after  giving  effect  to  the  proposed  action)  shall
   specifically consent thereto, provided further, that in any event the
   Borrower shall not have  the right to replace  a Bank, terminate  its
   Revolving Loan Commitment or  repay its Revolving  Loans solely as  a
   result of the exercise of such Bank's rights (and the withholding  of
   any required consent by such Bank) pursuant to the second proviso  to
   Section 13.12(a).

             13.13  Survival.     All  indemnities   set  forth   herein
   including, without limitation,  in Sections 1.10,  1.11, 2.06,  4.04,
   12.06 and 13.01 shall survive the execution, delivery and termination
   of this Agreement and the Notes  and the making and repayment of  the
   Obligations.

             13.14  Domicile of Loans.  Each Bank may transfer and carry
   its Loans at,  to or  for the account  of any  office, Subsidiary  or
   affiliate of such  Bank.   Notwithstanding anything  to the  contrary
   contained herein, to the extent that a transfer of Loans pursuant  to
   this Section 13.14 would,  at the time  of such  transfer, result  in
   increased costs under  Section 1.10, 1.11,  2.06 or  4.04 from  those
   being charged by the respective Bank prior to such transfer, then the
   Borrower shall not be obligated to pay such increased costs (although
   the Borrower shall be obligated to  pay any other increased costs  of
   the type described above resulting from changes after the date of the
   respective transfer).
<PAGE>
             13.15  Register.    The  Borrower  hereby  designates   the
   Administrative Agent to  serve as  the Borrower's  agent, solely  for
   purposes  of  this  Section  13.15,  to  maintain  a  register   (the
   "Register") on which  it will record  the Revolving Loan  Commitments
   from time to time of each of  the Banks, the Revolving Loans made  by
   each of the Banks, the Swingline Loans made by the Swingline Bank and
   each repayment in  respect of the  principal amount of  the Loans  of
   each Bank.   Failure to make  any such recordation,  or any error  in
   such recordation,  shall not  affect  the Borrower's  obligations  in
   respect of such Loans.  With respect to any Bank, the transfer of the
   Revolving Loan  Commitment  of  such  Bank  and  the  rights  to  the
   principal of, and interest  on, any Revolving  Loan made pursuant  to
   such Revolving  Loan Commitment  shall not  be effective  until  such
   transfer is recorded on the Register maintained by the Administrative
   Agent with respect to ownership of such Revolving Loan Commitment and
   Revolving Loans and prior to such   recordation all amounts owing  to
   the transferor with  respect to  such Revolving  Loan Commitment  and
   Revolving  Loans  shall  remain  owing   to  the  transferor.     The
   registration of  assignment  or  transfer  of  all  or  part  of  any
   Revolving Loan Commitments and Revolving  Loans shall be recorded  by
   the Administrative Agent on the Register only upon the acceptance  by
   the  Administrative  Agent  of  a  properly  executed  and  delivered
   Assignment and  Assumption Agreement  pursuant to  Section  13.04(b).
   Coincident with the  delivery of  such an  Assignment and  Assumption
   Agreement to the Administrative Agent for acceptance and registration
   of assignment or transfer of all or  part of a Revolving Loan, or  as
   soon thereafter  as practicable,  the  assigning or  transferor  Bank
   shall surrender the Revolving Note (if any) evidencing such Revolving
   Loan, and  thereupon one  or more  new Revolving  Notes in  the  same
   aggregate principal  amount  shall  be issued  to  the  assigning  or
   transferor Bank and/or the new Bank upon their request of same.   The
   Borrower agrees  to  indemnify  the  Administrative  Agent  from  and
   against any  and  all  losses, claims,  damages  and  liabilities  of
   whatsoever nature  which  may  be imposed  on,  asserted  against  or
   incurred by the Administrative Agent  in performing its duties  under
   this Section 13.15.
<PAGE>
             13.16  Confidentiality.  (a)  Subject to the provisions  of
   clause (b) of this Section 13.16,  each Bank agrees that it will  use
   its reasonable efforts not to disclose  without the prior consent  of
   the Borrower  (other than  to its  employees, auditors,  advisors  or
   counsel or to  another Bank  if the Bank  or such  Bank's holding  or
   parent company in its sole discretion determines that any such  party
   should have access to such  information, provided such Persons  shall
   be subject to the provisions of this Section 13.16 to the same extent
   as such Bank) any information with respect to Holdings or any of  its
   Subsidiaries which is now or in the future furnished pursuant to this
   Agreement or any  other Credit Document  provided that  any Bank  may
   disclose any such information (i)  as has become generally  available
   to the  public other  than by  virtue  of a  breach of  this  Section
   13.16(a) by the respective Bank, (ii) as may be required or appropri-
   ate in any report, statement or testimony submitted to any municipal,
   state or Federal regulatory body having or claiming to have jurisdic-
   tion over such Bank or to the NAIC, the Federal Reserve Board or  the
   Federal  Deposit  Insurance  Corporation  or  similar   organizations
   (whether in  the United  States or  elsewhere) or  their  successors,
   (iii) as may be required or appropriate in respect to any summons  or
   subpoena or  in connection  with any  litigation,  (iv) in  order  to
   comply with any law, order, regulation  or ruling applicable to  such
   Bank, (v)  to any  Agent or  the  Collateral Agent  and (vi)  to  any
   prospective or actual  transferee or participant  in connection  with
   any contemplated transfer  or participation of  any of the  Revolving
   Notes or Revolving Loan Commitments or  any interest therein by  such
   Bank, provided that such prospective transferee or participant agrees
   to be  bound  by the  confidentiality  provisions contained  in  this
   Section 13.16.  In connection with any disclosure by a Bank  pursuant
   to clause (ii) or (iii) of  the immediately preceding sentence,  such
   Bank agrees to give the Borrower  prior notice of such disclosure  to
   the extent such prior  notice is practicable  or permitted under  the
   circumstances.

             (b)  Each of Holdings and the Borrower hereby  acknowledges
   and agrees that each  Bank may share with  any of its affiliates  any
   information related  to  Holdings or  any  of its  Subsidiaries  (in-
   cluding,  without  limitation,  any  nonpublic  customer  information
   regarding the  creditworthiness of  Holdings and  its  Subsidiaries),
   provided such  Persons shall  be subject  to the  provisions of  this
   Section 13.16 to the same extent as such Bank.
<PAGE>
             13.17      Limitation   on   Additional   Amounts,    Etc..
   Notwithstanding anything to the contrary contained in  Sections 1.10,
   1.11, 2.06 or 4.04, unless a  Bank gives notice to the Borrower  that
   it is obligated to  pay an amount under  any such Section within  180
   days after the later of (x)  the date the Bank incurs the  respective
   increased costs,  Taxes, loss,  expense  or liability,  reduction  in
   amounts received or receivable or reduction  in return on capital  or
   (y) the date such Bank has actual knowledge of its incurrence of  the
   respective  increased  costs,  Taxes,  loss,  expense  or  liability,
   reductions in amounts received or  receivable or reduction in  return
   on capital, then such Bank shall  only be entitled to be  compensated
   for such amount by the Borrower pursuant to said Section 1.10.  1.11,
   2.06 or 4.04, as  the case may  be, to the  extent the costs,  Taxes,
   loss,  expense  or  liability,  reduction  in  amounts  received   or
   receivable or reduction in return on capital are incurred or suffered
   on or after the date which occurs 180 days prior to such Bank  giving
   notice to the  Borrower that it  is obligated to  pay the  respective
   amounts pursuant to  said Section 1.10. 1.11,  2.06 or  4.04, as  the
   case may be.  This Section 13.17  shall have no applicability to  any
   Section of this Agreement other than  said Sections 1.10, 1.11,  2.06
   and 4.04.

<PAGE>
             SECTION 14.  Holdings Guaranty.

             14.01  Guaranty.   In  order  to  induce  each  Agent,  the
   Collateral Agent, any Issuing Bank and  the Banks to enter into  this
   Agreement and to  extend credit hereunder,  and to  induce the  other
   Guaranteed  Creditors  to   enter  into   Interest  Rate   Protection
   Agreements or Other  Hedging Agreements,  and in  recognition of  the
   direct benefits to be received by  Holdings from the proceeds of  the
   Loans, the issuance of the Letters of Credit and the entering into of
   such Interest Rate Protection Agreements or Other Hedging Agreements,
   Holdings hereby  agrees with  the  Guaranteed Creditors  as  follows:
   Holdings hereby unconditionally and irrevocably guarantees as primary
   obligor and not  merely as surety  the full and  prompt payment  when
   due, whether upon maturity, acceleration or otherwise, of any and all
   of the  Guaranteed  Obligations of  the  Borrower to  the  Guaranteed
   Creditors.   If any  or  all of  the  Guaranteed Obligations  of  the
   Borrower  to  the  Guaranteed  Creditors  becomes  due  and   payable
   hereunder, Holdings unconditionally promises to pay such indebtedness
   to the Administrative Agent and/or the other Guaranteed Creditors, or
   order, on demand,  together with any  and all expenses  which may  be
   incurred  by  the  Administrative  Agent  or  the  other   Guaranteed
   Creditors in collecting any of the Guaranteed Obligations.  If  claim
   is ever made upon any Guaranteed  Creditor for repayment or  recovery
   of any amount or amounts received in payment or on account of any  of
   the Guaranteed Obligations and any of the aforesaid payees repays all
   or part of said amount by reason of (i) any judgment, decree or order
   of any court  or administrative  body having  jurisdiction over  such
   payee or any of its property or (ii) any settlement or compromise  of
   any such  claim  effected  by  such  payee  with  any  such  claimant
   (including the Borrower), then and in such event Holdings agrees that
   any such judgment, decree, order,  settlement or compromise shall  be
   binding  upon  Holdings,  notwithstanding  any  revocation  of   this
   Guaranty  or  other  instrument  evidencing  any  liability  of   the
   Borrower, and Holdings shall  be and remain  liable to the  aforesaid
   payees hereunder for the  amount so repaid or  recovered to the  same
   extent as if such  amount had never originally  been received by  any
   such payee.

             14.02  Bankruptcy.  Additionally, Holdings  unconditionally
   and irrevocably  guarantees  the  payment  of  any  and  all  of  the
   Guaranteed Obligations of  the Borrower to  the Guaranteed  Creditors
   whether or not due or payable by the Borrower upon the occurrence  of
   any of the  events specified in  Section 10.05, and  unconditionally,
   jointly and  severally,  promises to  pay  such indebtedness  to  the
   Guaranteed Creditors, or  order, on demand,  in lawful  money of  the
   United States.
<PAGE>
             14.03  Nature of  Liability.   The  liability  of  Holdings
   hereunder is exclusive and independent of  any security for or  other
   guaranty of  the  Guaranteed  Obligations  of  the  Borrower  whether
   executed by Holdings, any other guarantor or by any other party,  and
   the liability of Holdings  hereunder is not  affected or impaired  by
   (a) any direction as to application of payment by the Borrower or  by
   any other  party, or  (b) any  other  continuing or  other  guaranty,
   undertaking or maximum liability of a guarantor or of any other party
   as to the Guaranteed Obligations of the Borrower, or (c) any  payment
   on or in reduction of any such other guaranty or undertaking, or  (d)
   any dissolution,  termination  or  increase, decrease  or  change  in
   personnel by the Borrower, or (e) any payment made to any  Guaranteed
   Creditor on  the Guaranteed  Obligations  which any  such  Guaranteed
   Creditor repays  to  the Borrower  pursuant  to court  order  in  any
   bankruptcy, reorganization, arrangement,  moratorium or other  debtor
   relief proceeding, and Holdings waives any  right to the deferral  or
   modification of  its  obligations hereunder  by  reason of  any  such
   proceeding.

             14.04  Independent Obligation.  The obligations of Holdings
   hereunder are independent of the obligations of any other  guarantor,
   any other party or the Borrower, and a separate action or actions may
   be brought and prosecuted against Holdings  whether or not action  is
   brought against any other guarantor, any other party or the  Borrower
   and whether  or not  any  other guarantor,  any  other party  or  the
   Borrower be joined in any such  action or actions.  Holdings  waives,
   to the full extent  permitted by law, the  benefit of any statute  of
   limitations affecting  its  liability hereunder  or  the  enforcement
   thereof.  Any  payment by the  Borrower or  other circumstance  which
   operates to toll any statute of limitations as to the Borrower  shall
   operate to toll the statute of limitations as to Holdings.

             14.05  Authorization.  Holdings  authorizes the  Guaranteed
   Creditors without notice or  demand (except as  shall be required  by
   applicable statute and  cannot be waived),  and without affecting  or
   impairing its liability hereunder, from time to time to:

             (a)  change the  manner,  place  or terms  of  payment  of,
       and/or change or extend the time of payment of, renew,  increase,
       accelerate   or  alter,   any  of   the  Guaranteed   Obligations
       (including  any increase  or  decrease in  the rate  of  interest
       thereon),  any  security  therefor,  or  any  liability  incurred
       directly  or  indirectly in  respect  thereof, and  the  Guaranty
       herein  made shall  apply  to the  Guaranteed Obligations  as  so
       changed, extended, renewed or altered;

             (b)  take  and  hold  security  for  the  payment  of   the
       Guaranteed  Obligations and sell,  exchange, release,  surrender,
       impair, realize upon or otherwise deal with in any manner and  in
       any  order any  property by  whomsoever at  any time  pledged  or
       mortgaged  to  secure,  or  howsoever  securing,  the  Guaranteed
       Obligations   or  any   liabilities  (including   any  of   those
       hereunder) incurred directly or indirectly in respect thereof  or
       hereof, and/or any offset thereagainst;

             (c)  exercise or refrain from exercising any rights against
       the Borrower,  any other Credit Party or others or otherwise  act
       or refrain from acting;
<PAGE>
             (d)  release or  substitute  any  one  or  more  endorsers,
       guarantors,   the  Borrower,  other   Credit  Parties  or   other
       obligors;

             (e)  settle   or   compromise   any   of   the   Guaranteed
       Obligations,  any security therefor  or any liability  (including
       any  of those hereunder) incurred  directly or indirectly in  re-
       spect thereof  or hereof, and may subordinate the payment of  all
       or any part thereof to the payment of any liability (whether  due
       or  not)  of  the  Borrower  to  its  creditors  other  than  the
       Guaranteed Creditors;

             (f)  apply  any  sums  by  whomsoever  paid  or   howsoever
       realized to  any liability or liabilities of the Borrower to  the
       Guaranteed Creditors regardless of what liability or  liabilities
       of Holdings or the Borrower remain unpaid;

             (g)  consent to  or  waive  any  breach  of,  or  any  act,
       omission  or  default under,  this  Agreement, any  other  Credit
       Document  or any  of the  instruments or  agreements referred  to
       herein or therein, or otherwise amend, modify or supplement  this
       Agreement,  any  other  Credit Document  or  any  of  such  other
       instruments or agreements; and/or

             (h)  take any  other action  which would,  under  otherwise
       applicable  principles of  common law, give  rise to  a legal  or
       equitable discharge  of Holdings from its liabilities under  this
       Guaranty.

             14.06  Reliance.  It  is not necessary  for any  Guaranteed
   Creditor to inquire into the capacity or powers of Holdings or any of
   its Subsidiaries  or  the  officers, directors,  partners  or  agents
   acting or  purporting to  act on  their  behalf, and  any  Guaranteed
   Obligations made or created in  reliance upon the professed  exercise
   of such powers shall be guaranteed hereunder.

             14.07  Subordination.  Any indebtedness of the Borrower now
   or  hereafter  owing  to  Holdings  is  hereby  subordinated  to  the
   Guaranteed Obligations  of  the  Borrower  owing  to  the  Guaranteed
   Creditors; and if the Administrative Agent so requests at a time when
   an Event of Default exists, all such indebtedness of the Borrower  to
   Holdings shall be  collected, enforced and  received by Holdings  for
   the benefit  of the  Guaranteed Creditors  and be  paid over  to  the
   Administrative Agent on behalf of the Guaranteed Creditors on account
   of the  Guaranteed  Obligations of  the  Borrower to  the  Guaranteed
   Creditors, but  without  affecting or  impairing  in any  manner  the
   liability of Holdings  under the other  provisions of this  Guaranty.
   Prior to the transfer by Holdings  of any note or negotiable  instru-
   ment evidencing any  such indebtedness of  the Borrower to  Holdings,
   Holdings shall mark such note or negotiable instrument with a  legend
   that the same is subject to this subordination.  Without limiting the
   generality  of  the  foregoing,  Holdings  hereby  agrees  with   the
   Guaranteed  Creditors  that  it  will  not  exercise  any  right   of
   subrogation which it may  at any time otherwise  have as a result  of
   this  Guaranty  (whether  contractual,  under  Section  509  of   the
   Bankruptcy Code or otherwise)  until all Guaranteed Obligations  have
   been irrevocably paid in full in cash.
<PAGE>
             14.08  Waiver.  (a)  Holdings waives  any right (except  as
   shall be  required by  applicable statute  and cannot  be waived)  to
   require any Guaranteed Creditor to (i) proceed against the  Borrower,
   any other  guarantor or  any other  party,  (ii) proceed  against  or
   exhaust any security held from the  Borrower, any other guarantor  or
   any other party or  (iii) pursue any other  remedy in any  Guaranteed
   Creditor's power whatsoever.  Holdings waives any defense based on or
   arising out of any  defense of the Borrower,  any other guarantor  or
   any other  party,  other  than payment  in  full  of  the  Guaranteed
   Obligations, based  on  or  arising out  of  the  disability  of  the
   Borrower, any other guarantor  or any other  party, or the  validity,
   legality or  unenforceability of  the Guaranteed  Obligations or  any
   part thereof from any cause, or  the cessation from any cause of  the
   liability  of  the  Borrower  other  than  payment  in  full  of  the
   Guaranteed Obligations.  The Guaranteed Creditors may, at their elec-
   tion, foreclose on any security held by the Administrative Agent, the
   Collateral Agent  or any  other Guaranteed  Creditor by  one or  more
   judicial or nonjudicial  sales, whether or  not every  aspect of  any
   such sale  is commercially  reasonable (to  the extent  such sale  is
   permitted by applicable law), or exercise  any other right or  remedy
   the Guaranteed Creditors may have against  the Borrower or any  other
   party, or any security, without affecting or impairing in any way the
   liability of Holdings hereunder except  to the extent the  Guaranteed
   Obligations have been paid.  Holdings waives any defense arising  out
   of any such election  by the Guaranteed  Creditors, even though  such
   election operates to impair or extinguish any right of  reimbursement
   or subrogation  or other  right or  remedy  of Holdings  against  the
   Borrower or any other party or any security.

             (b)  Holdings  waives   all   presentments,   demands   for
   performance,  protests  and  notices,  including  without  limitation
   notices of nonperformance, notices  of protest, notices of  dishonor,
   notices of acceptance of this Guaranty, and notices of the existence,
   creation or incurring  of new or  additional Guaranteed  Obligations.
   Holdings assumes all responsibility for being and keeping itself  in-
   formed of the Borrower's financial condition  and assets, and of  all
   other circumstances  bearing  upon  the risk  of  nonpayment  of  the
   Guaranteed Obligations and the nature, scope and extent of the  risks
   which Holdings  assumes and  incurs hereunder,  and agrees  that  the
   Administrative Agent and the other Guaranteed Creditors shall have no
   duty to advise Holdings of information  known to them regarding  such
   circumstances or risks.The

             14.09  Nature of Liability.  It is the desire and intent of
   Holdings and the  Guaranteed Creditors  that this  Guaranty shall  be
   enforced against Holdings to the fullest extent permissible under the
   laws and  public  policies  applied in  each  jurisdiction  in  which
   enforcement is sought.   If,  however, and  to the  extent that,  the
   obligations of Holdings under this  Guaranty shall be adjudicated  to
   be invalid  or  unenforceable  for  any  reason  (including,  without
   limitation, because of any applicable  state or federal law  relating
   to fraudulent conveyances or transfers), then the amount of  Holdings
   obligations under this  Guaranty shall be  deemed to  be reduced  and
   Holdings shall pay the maximum  amount of the Guaranteed  Obligations
   which would be permissible under applicable law.

                         *          *           *
<PAGE>

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

   Address:

                                       DOMINICK'S SUPERMARKETS, INC.
   505 Railroad Avenue
   Northlake, Illinois  60164
   Telephone: (708) 562-2804
   Telecopier:(708) 409-3979           By  /s
   Attention: Chief Financial Officer  Name: Cheryl Murphy
                                       Title:Vice President & Treasurer



                                       DOMINICK'S FINER FOODS, INC.
   505 Railroad Avenue
   Northlake, Illinois  60164
   Telephone: (708) 562-2804
   Telecopier:(708) 409-3979           By /s
   Attention: Chief Financial Officer  Name: Cheryl Murphy
                                       Title:Vice President and Treasurer




                                   BANKERS TRUST COMPANY,
                                   Individually, as Co-Arranger and as
                                   Administrative Agent


                                   By /s
                                   Name: Mary Kay Coyle
                                   Title:Managing Director




                                   THE CHASE MANHATTAN BANK,
                                   Individually and as Syndication Agent


                                   By /s
                                   Name: Ellen Gertzog
                                   Title:Vice President




                                   CHASE SECURITIES INC.,
                                   as Co-Arranger


                                   By /s
                                   Name: Ruth Stritehoff
                                   Title:Managing Director


<PAGE>

                                   THE MITSUBISHI TRUST AND BANKING 
                                   CORPORATION


                                   By /s
                                   Name: Beatrice Kossodo
                                   Title: Senior Vice President




                                   THE SAKURA BANK, LIMITED, CHICAGO
                                   BRANCH


                                   By /s
                                   Name: Takao Okada
                                   Title: Assitant General Manager




                                   ABN AMRO BANK N.V.


                                   By /s
                                   Name: Douglas R. Elliot
                                   Title: Vice President


                                   By /s
                                   Name: John J. Mack
                                   Title: Vice President




                                   BANQUE PARIBAS


                                   By
                                   Name: Lee Buckner
                                   Title: Managing Director


                                   By /s                                 
                                   Name: Bob Pinkerton
                                   Title: Director

<PAGE> 


                                   MARINE MIDLAND BANK


                                   By /s
                                   Name: Gina Sidorsky
                                   Title: Authorized Signatory




                                   CREDIT LYONNAIS CHICAGO BRANCH


                                   By /s
                                   Name: Matthew Kirst
                                   Title: Vice President




                                   CAISSE NATIONALE DE CREDIT AGRICOLE


                                   By /s
                                   Name: Dean Balice
                                   Title: Senior Vice President, Branch
                                   Manager and Head of National Banking
                                   Group


                                   By /s                                 
                                   Name: David Bouhl
                                   Title: First Vice President,
                                   Head  of Corporate  Banking Chicago




                                   THE FUJI BANK, LIMITED


                                   By /s
                                   Name: Peter L. Chinnici
                                   Title: Joint General Manager




                                   THE FIRST NATIONAL BANK OF CHICAGO


                                   By /s
                                   Name: Paul Rigby
                                   Title: First Vice President

<PAGE>


                                   
                                   BANK OF SCOTLAND


                                   By /s
                                   Name: Annie Chin Tat
                                   Title: Vice President




                                   COMPAGNIE FINANCIERE DE CIC ET DE
                                   L'UNION EUROPEENE


                                   By /s                                  
                                   Name: Anthony Rock
                                   Title: Vice President




                                   By /s
                                   Name: Sean Mounier
                                   Title: First Vice President




                                   THE SUMITOMO TRUST & BANKING
                                   COMPANY, LTD., NEW YORK BRANCH


                                   By /s
                                   Name: Suraj Bhatia
                                   Title: Senior Vice President




                                   THE TOYO TRUST & BANKING CO., LTD.


                                   By /s
                                   Name: Takashi Mikumo
                                   Title: Vice President




                                   BANK OF MONTREAL


                                   By /s
                                   Name: Dennis Rourke
                                   Title: Director
<PAGE>



                                   THE SUMITOMO BANK, LIMITED,

                                   CHICAGO BRANCH

                                   
                                   By /s
                                   Name: Kenichiro Kobayashi
                                   Title: Joint General Manager




                                   U.S. BANK, NATIONAL ASSOCIATION


                                   By /s
                                   Name: Janet Jordan
                                   Title: Vice President




                                   UNION BANK OF CALIFORNIA, N.A.


                                   By /s
                                   Name: Cecilia M. Valente
                                   Title: Senior Vice President




                                   THE NORTHERN TRUST COMPANY


                                   By /s
                                   Name: SK Dillard
                                   Title:Vice President




                                   ROYAL BANK OF CANADA


                                   By /s
                                   Name: Frederick Haddad
                                   Title:Managing Director

<PAGE>


                                   SUMMIT BANK


                                   By /s
                                   Name: Wayne R. Trotman
                                   Title:Vice President & Regional Manager




                                   LASALLE NATIONAL BANK


                                   By /s
                                   Name: Douglas J. Lovette
                                   Title: First Vice President