<PAGE>   1

                                                                    EXHIBIT 10.1

================================================================================


                           THIRD AMENDED AND RESTATED
                                CREDIT AGREEMENT

                            DATED AS OF MAY 15, 2001

                                      AMONG

                             DEL MONTE CORPORATION,

                            DEL MONTE FOODS COMPANY,

                         VARIOUS FINANCIAL INSTITUTIONS,

                             BANK OF AMERICA, N.A.,
                            AS ADMINISTRATIVE AGENT,

                            THE CHASE MANHATTAN BANK,
                              AS SYNDICATION AGENT,

                                       AND

                             BANKERS TRUST COMPANY,
                             AS DOCUMENTATION AGENT

                                   ARRANGED BY

                         BANC OF AMERICA SECURITIES LLC,

                            JPMORGAN SECURITIES INC.

                                       AND

                            DEUTSCHE BANC ALEX. BROWN


================================================================================

*** Indicates confidential material that has been omitted pursuant to a request
for confidential treatment and filed separately with the Securities and Exchange
Commission.


<PAGE>   2

                               TABLE OF CONTENTS

<TABLE>
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ARTICLE I         DEFINITIONS...............................................................1

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

        1.2    Other Interpretive Provisions...............................................36

        1.3    Accounting Principles.......................................................37

        1.4    Assignments from Existing Credit Agreement; Addition of Lenders;
               Reallocation of Loans and Commitments.......................................37

ARTICLE II        THE CREDITS..............................................................38

        2.1    Amounts and Terms of Commitments............................................38

               (a)    The Term Credit......................................................38

               (b)    The Revolving Credit.................................................39

        2.2    Loan Accounts...............................................................39

        2.3    Procedure for Borrowing.....................................................40

        2.4    Conversion and Continuation Elections.......................................40

        2.5    Swingline Loans.............................................................42

        2.6    Termination or Reduction of Revolving Commitments...........................44

        2.7    Optional Prepayments........................................................45

        2.8    Mandatory Prepayments of Loans..............................................45

        2.9    Repayment...................................................................48

               (a)    The Term Credit......................................................48

               (b)    The Revolving Credit.................................................51

        2.10   Interest....................................................................51

        2.11   Fees........................................................................51

               (a)    Arranger and Agency Fees.............................................51

               (b)    Commitment Fees......................................................51

        2.12   Computation of Fees and Interest............................................52

        2.13   Payments by the Company.....................................................52

        2.14   Payments by the Lenders to the Administrative Agent.........................53

        2.15   Sharing of Payments, Etc....................................................53

        2.16   Optional Increase...........................................................54

ARTICLE III       THE LETTERS OF CREDIT....................................................56

        3.1    The Letter of Credit Subfacility............................................56
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                               TABLE OF CONTENTS
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        3.2    Issuance, Amendment and Extension of Letters of Credit......................57

        3.3    Risk Participations, Drawings and Reimbursements............................59

        3.4    Repayment of Participations.................................................61

        3.5    Role of the Issuing Lender..................................................61

        3.6    Obligations Absolute........................................................62

        3.7    Cash Collateral Pledge......................................................63

        3.8    Letter of Credit Fees.......................................................63

        3.9    Uniform Customs and Practice................................................64

        3.10   Non-Dollar Letters of Credit................................................64

ARTICLE IV        TAXES, YIELD PROTECTION AND ILLEGALITY...................................66

        4.1    Taxes.......................................................................66

        4.2    Illegality..................................................................67

        4.3    Increased Costs and Reduction of Return.....................................68

        4.4    Funding Losses..............................................................68

        4.5    Inability to Determine Rates................................................69

        4.6    Certificates of Lenders.....................................................69

        4.7    Substitution of Lenders.....................................................70

        4.8    Survival....................................................................70

ARTICLE V         CONDITIONS PRECEDENT.....................................................70

        5.1    Conditions to Effectiveness.................................................70

               (a)    Credit Agreement.....................................................70

               (b)    Incumbency...........................................................70

               (c)    Organization Documents; Good Standing................................70

               (d)    Legal Opinions.......................................................71

               (e)    Notes................................................................71

               (f)    Payment of Fees......................................................71

               (g)    Confirmation.........................................................71

               (h)    Certificate..........................................................71

               (i)    Tender Offers........................................................72

               (j)    Consent Solicitations................................................72
</TABLE>


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                               TABLE OF CONTENTS
                                  (continued)

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               (k)    New Subordinated Notes...............................................72

               (l)    Documents............................................................72

               (m)    Solvency Certificates................................................73

               (n)    Borrowing Base Certificate...........................................73

               (o)    Other Documents......................................................73

        5.2    Conditions to All Credit Extensions.........................................73

               (a)    Notice, Application..................................................73

               (b)    Continuation of Representations and Warranties.......................73

               (c)    No Existing Default..................................................73

ARTICLE VI        REPRESENTATIONS AND WARRANTIES...........................................73

        6.1    Corporate Existence and Power...............................................73

        6.2    Corporate Authorization; No Contravention...................................74

        6.3    Governmental Authorization..................................................74

        6.4    Binding Effect..............................................................74

        6.5    Litigation..................................................................75

        6.6    No Default..................................................................75

        6.7    ERISA Compliance............................................................75

        6.8    Use of Proceeds; Margin Regulations.........................................76

        6.9    Title to Properties.........................................................76

        6.10   Taxes.......................................................................76

        6.11   Financial Condition.........................................................76

        6.12   Regulated Entities..........................................................77

        6.13   No Burdensome Restrictions..................................................77

        6.14   Copyrights, Patents, Trademarks and Licenses, etc...........................77

        6.15   Subsidiaries................................................................78

        6.16   Insurance...................................................................78

        6.17   Solvency, etc...............................................................78

        6.18   Real Property...............................................................78

        6.19   Swap Obligations............................................................78

        6.20   Senior Indebtedness.........................................................78
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                                  (continued)

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        6.21   Environmental Warranties....................................................79

        6.22   Full Disclosure.............................................................79

        6.23   Refinancing Transactions....................................................80

        6.24   Business of Parent..........................................................80

ARTICLE VII       AFFIRMATIVE COVENANTS....................................................80

        7.1    Financial Statements........................................................80

        7.2    Certificates; Other Information.............................................81

        7.3    Notices.....................................................................82

        7.4    Preservation of Corporate Existence, Etc....................................83

        7.5    Maintenance of Property.....................................................83

        7.6    Insurance...................................................................83

        7.7    Payment of Obligations......................................................84

        7.8    Compliance with Laws........................................................84

        7.9    Compliance with ERISA.......................................................84

        7.10   Inspection of Property and Books and Records................................84

        7.11   Interest Rate Protection....................................................85

        7.12   Environmental Covenant......................................................85

        7.13   Use of Proceeds.............................................................85

        7.14   Further Assurances..........................................................85

ARTICLE VIII      NEGATIVE COVENANTS.......................................................87

        8.1    Limitation on Liens.........................................................87

        8.2    Disposition of Assets.......................................................89

        8.3    Consolidations and Mergers..................................................90

        8.4    Loans and Investments.......................................................90

        8.5    Limitation on Indebtedness..................................................92

        8.6    Transactions with Affiliates................................................93

        8.7    Use of Proceeds.............................................................93

        8.8    Contingent Obligations......................................................94

        8.9    Joint Ventures..............................................................94

        8.10   Lease Obligations...........................................................94
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                               TABLE OF CONTENTS
                                  (continued)

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        8.11   Minimum Fixed Charge Coverage...............................................95

        8.12   Minimum Interest Coverage...................................................95

        8.13   Maximum Senior Debt Ratio...................................................95

        8.14   Maximum Total Debt Ratio....................................................96

        8.15   Maximum Capital Expenditures................................................96

        8.16   Restricted Payments.........................................................96

        8.17   ERISA.......................................................................98

        8.18   Limitations on Sale and Leaseback Transactions..............................98

        8.19   Limitation on Restriction of Subsidiary Dividends and Distributions.........98

        8.20   Inconsistent Agreements.....................................................99

        8.21   Change in Business..........................................................99

        8.22   Amendments to Certain Documents.............................................99

        8.23   Fiscal Year.................................................................99

        8.24   Limitation on Issuance of Guaranty Obligations..............................99

        8.25   Parent Covenants...........................................................100

        8.26   Senior Debt Designation....................................................101

ARTICLE IX        EVENTS OF DEFAULT.......................................................101

        9.1    Event of Default...........................................................101

               (a)    Non-Payment.........................................................101

               (b)    Representation or Warranty..........................................101

               (c)    Specific Defaults...................................................101

               (d)    Other Defaults......................................................101

               (e)    Cross-Default.......................................................101

               (f)    Insolvency; Voluntary Proceedings...................................102

               (g)    Involuntary Proceedings.............................................102

               (h)    ERISA...............................................................102

               (i)    Monetary Judgments..................................................102

               (j)    Non-Monetary Judgments..............................................103

               (k)    Change of Control...................................................103

               (l)    Guarantor Defaults..................................................103
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                               TABLE OF CONTENTS
                                  (continued)

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               (m)    Collateral Documents, etc...........................................103

        9.2    Remedies...................................................................103

        9.3    Rights Not Exclusive.......................................................104

ARTICLE X         THE AGENTS..............................................................104

        10.1   Appointment and Authorization..............................................104

        10.2   Delegation of Duties.......................................................105

        10.3   Liability of Administrative Agent..........................................105

        10.4   Reliance by Administrative Agent...........................................105

        10.5   Notice of Default..........................................................105

        10.6   Credit Decision............................................................106

        10.7   Indemnification of Agents..................................................106

        10.8   Administrative Agent in Individual Capacity................................107

        10.9   Successor Administrative Agent.............................................107

        10.10  Withholding Tax............................................................107

        10.11  Collateral Matters.........................................................109

ARTICLE XI        MISCELLANEOUS...........................................................111

        11.1   Amendments and Waivers.....................................................111

        11.2   Notices....................................................................113

        11.3   No Waiver; Cumulative Remedies.............................................114

        11.4   Costs and Expenses.........................................................114

        11.5   Company Indemnification....................................................114

        11.6   Payments Set Aside.........................................................115

        11.7   Successors and Assigns.....................................................115

        11.8   Assignments, Participations, etc...........................................115

        11.9   Confidentiality............................................................117

        11.10  Set-off....................................................................118

        11.11  Automatic Debits of Fees...................................................118

        11.12  Notification of Addresses, Lending Offices, Etc............................119

        11.13  Counterparts...............................................................119

        11.14  Severability...............................................................119
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                               TABLE OF CONTENTS
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        11.15  No Third Parties Benefited.................................................119

        11.16  Governing Law and Jurisdiction.............................................119

        11.17  Waiver of Jury Trial.......................................................119

        11.18  Entire Agreement...........................................................120

ARTICLE XII       THE GUARANTY............................................................120

        12.1   The Guaranty...............................................................120

        12.2   Guaranty Unconditional.....................................................121

        12.3   Discharge Only Upon Payment in Full; Reinstatement in Certain
               Circumstances..............................................................121

        12.4   Waiver.....................................................................121

        12.5   Delay of Subrogation.......................................................122

        12.6   Stay of Acceleration.......................................................122

        12.7   Information................................................................122

        12.8   Costs......................................................................122

        12.9   Amendment and Restatement..................................................122
</TABLE>




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SCHEDULES

Pricing Schedule
Schedule 1.1          Commitments, Total Percentages, Revolving Percentages,
                      Term Percentages
Schedule 1.4          Assignment Agreement
Schedule 2.8          Assets Held For Sale
Schedule 6.5          Litigation
Schedule 6.11         Permitted Liabilities

Schedule 6.14         Material Intellectual Property

Schedule 6.15(a)      Subsidiaries of the Company

Schedule 6.15(b)      Equity Investments of the Company

Schedule 6.16         Insurance Matters

Schedule 6.18         Real Property
Schedule 6.21         Environmental Matters

Schedule 8.1          Liens
Schedule 8.4          Permitted Investments
Schedule 8.5(d)       Existing Indebtedness

Schedule 8.8          Contingent Obligations
Schedule 11.2         Lending Offices; Addresses for Notices

EXHIBITS

Exhibit A      Form of Notice of Borrowing

Exhibit B      Form of Notice of Conversion/Continuation

Exhibit C      Form of Compliance Certificate

Exhibit D      Form of Promissory Note

Exhibit E-1    Form of Security Agreement (Company and Parent)

Exhibit E-2    Form of Subsidiary Security Agreement

Exhibit F      Form of Subsidiary Guaranty
Exhibit G-1    Form of Parent Pledge Agreement

Exhibit G-2    Form of Company Pledge Agreement

Exhibit G-3    Form of Subsidiary Pledge Agreement



<PAGE>   10

Exhibit H-1    Form of Company Solvency Certificate

Exhibit H-2    Form of Parent Solvency Certificate

Exhibit I-1    Form of Opinion of Special Counsel to the Company, Parent and
               Mike Mac

Exhibit I-2    Form of Opinion of Internal Counsel to the
               Company, Parent and Mike Mac

Exhibit K      Form of Assignment and Acceptance

Exhibit L      Form of Lender Certificate

Exhibit M      Form of Borrowing Base Certificate

Exhibit N      Form of Bailee's Consent

Exhibit O      Form of Landlord's Consent

Exhibit P      Form of Warehouseman's Consent

Exhibit Q      Intercreditor Agreement

Exhibit R      Form of Intellectual Property License

Exhibit S      Form of Environmental Indemnity

Exhibit T      Form of Confirmation



<PAGE>   11

                   THIRD AMENDED AND RESTATED CREDIT AGREEMENT

        This THIRD AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of
May 15, 2001, among DEL MONTE CORPORATION, DEL MONTE FOODS COMPANY, the several
financial institutions from time to time party to this Agreement, BANK OF
AMERICA, N.A. (formerly known as Bank of America National Trust and Savings
Association), as administrative agent for the Lenders, THE CHASE MANHATTAN BANK,
as syndication agent for the Lenders, and BANKERS TRUST COMPANY, as
documentation agent for the Lenders.

                              W I T N E S S E T H:

        WHEREAS, the Company, the Administrative Agent and certain of the
Lenders are parties to that certain Second Amended and Restated Credit Agreement
dated as of January 14, 2000 (the "Existing Credit Agreement"), which amended
and restated an Amended and Restated Credit Agreement dated as of December 17,
1997 (the "First Amended and Restated Credit Agreement"), which amended and
restated a Credit Agreement dated as of April 18, 1997 (the "Original Credit
Agreement"); and

        WHEREAS, the Company, the Administrative Agent and the Lenders desire
that the Existing Credit Agreement be amended and restated on the terms and
conditions set forth herein to, among other things, facilitate the Tender
Offers, the Consent Solicitations and the issuance of the New Subordinated Notes
(as each such term is defined herein) and set forth the terms and conditions
under which the Lenders hereafter will extend credit to the Company; it being
the intention of the Company, the Administrative Agent and the Lenders that this
Agreement and the execution and delivery of any substituted promissory notes not
effect a novation of the obligations of the Company to the Lenders under the
Existing Credit Agreement but merely a restatement and, where applicable, a
substitution of the terms governing and evidencing such obligations hereafter;

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

                                    ARTICLE I

                                   DEFINITIONS

        1.1    Certain Defined Terms. In this Agreement, including the foregoing
preamble and recitals, the following terms have the following meanings:

               Account Debtor means any Person who is obligated to the Company
        or any Domestic Subsidiary under, with respect to, or on account of an
        Account Receivable.

               Account Receivable means, with respect to any Person, any right
        of such person to payment for goods sold or leased or for services
        rendered, whether or not evidenced by an instrument or chattel paper and
        whether or not yet earned by performance.



<PAGE>   12

               Acquired Indebtedness means mortgage Indebtedness or Indebtedness
        with respect to capital leases of a Person existing at the time such
        Person became a Subsidiary or assumed by the Company or a Subsidiary in
        an Acquisition permitted hereunder (and not created or incurred in
        connection with or in anticipation of such Acquisition); provided that
        such Indebtedness is purchase money Indebtedness or Indebtedness with
        respect to a capital lease, as the case may be, and was incurred by such
        Person to finance the acquisition of property or, in either case, such
        Indebtedness was incurred to refinance such Indebtedness, and the
        principal amount of such Indebtedness does not exceed the purchase price
        of such property.

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

               Acquisition Prospect means each Person whose stock or assets is
        intended to be acquired in an Acquisition permitted under subsection
        8.4(i) including, in each case, the assets and the liabilities thereof.

               Additional Term Loan -- see subsection 2.1(a).

               Administrative Agent means BofA in its capacity as administrative
        agent for the Lenders hereunder, and any successor administrative agent
        arising under Section 10.9.

               Affiliate means, as to any Person, any other Person which,
        directly or indirectly, is in control of, is controlled by, or is under
        common control with, such Person. A Person shall be deemed to control
        another Person if the controlling Person possesses, directly or
        indirectly, the power to direct or cause the direction of the management
        and policies of such other Person, whether through the ownership of
        voting securities or membership interests, by contract, or otherwise.
        Without limiting the foregoing, any Person which is an officer, director
        or shareholder of the Company, or a member of the immediate family of
        any such officer, director or shareholder, shall be deemed to be an
        Affiliate of the Company.

               Agent-Related Persons means the Administrative Agent and any
        successor administrative agent arising under Section 10.9, the Issuing
        Lender and any successor Issuing Lender, and the Swingline Lender and
        any successor Swingline Lender, whether or not acting in such
        capacities, together with their respective Affiliates (including Banc of
        America Securities LLC), and the officers, directors, employees, agents
        and attorneys-in-fact of such Persons and Affiliates.

               Agent's Payment Office means the address for payments set forth
        on Schedule 11.2 in relation to the Administrative Agent, or such other
        address as the Administrative Agent may from time to time specify.


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               Agents means the Administrative Agent, the Syndication Agent and
        the Documentation Agent.

               Agreement means this Third Amended and Restated Credit Agreement.

               Agreement Currency -- see subsection 3.10(f).

               Applicable Base Rate Margin -- see the Pricing Schedule.

               Applicable Offshore Rate Margin -- see the Pricing Schedule.

               Arrangers means Banc of America Securities LLC, a Delaware
        limited liability company, JPMorgan Securities Inc., a Delaware
        corporation, and Deutsche Banc Alex. Brown Inc., a Delaware corporation.

               Assets Held For Sale means assets of the Company and its
        Subsidiaries listed on Schedule 2.8.

               Asset Sale means a sale or other disposition of assets other than
        in the ordinary course of business.

               Assigned Debt means the principal amount of all Indebtedness
        outstanding under the Existing Credit Agreement on the Restatement Date,
        immediately after giving effect to the transactions contemplated hereby,
        to the extent that (i) such debt is held at such time by an Exiting
        Lender and (ii) such Exiting Lender shall have agreed to assign such
        Indebtedness to the Lenders hereunder pursuant to Schedule 1.4.

               Assignee -- see subsection 11.8(a).

               Assignment and Acceptance -- see subsection 11.8(a).

               Attorney Costs means and includes all reasonable fees and
        disbursements of any law firm or other external counsel and, without
        duplication of effort, the allocated cost of internal legal services and
        all reasonable disbursements of internal counsel.

               Bailee's Consent means a document substantially in the form of
        Exhibit N, with appropriate insertions, or such other form as shall be
        acceptable to the Administrative Agent or Required Revolving Lenders.

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

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


                                      -3-
<PAGE>   14

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

               Base Rate Loan means a Loan that bears interest based on the Base
        Rate.

               BofA means Bank of America, N.A., a national banking association.

               Borrowing means a borrowing hereunder consisting of (a) Revolving
        Loans or Term Loans of the same Type made to the Company on the same day
        by the Lenders and, in the case of Offshore Rate Loans, having the same
        Interest Period, or (b) a Swingline Loan made to the Company by the
        Swingline Lender, in each case pursuant to Article II.

               Borrowing Base means an amount equal to the total of (a) 85% of
        the unpaid amount (net of such reserves and allowances as the
        Administrative Agent deems necessary in its sole reasonable discretion
        and in accordance with its customary commercial lending practices) of
        all Eligible Accounts Receivable plus (b) 70% of the value of all
        Eligible Inventory consisting of finished goods (whether labeled or
        unlabeled) or bulk tomato paste, valued at the lower of cost or market
        (net of such reserves and allowances as the Administrative Agent deems
        necessary in its sole reasonable discretion and in accordance with its
        customary commercial lending practices) plus (c) 20% of the value of all
        other Eligible Inventory, valued at the lower of cost or market (net of
        such reserves and allowances as the Administrative Agent deems necessary
        in its sole reasonable discretion and in accordance with its customary
        commercial lending practices) plus (d) an amount equal to the positive
        difference, if any, of (x) the aggregate cash purchase price paid by the
        Company and its Subsidiaries (including related fees and expenses and
        amounts paid to refinance Indebtedness in connection therewith but
        excluding the amount of cash purchase price funded with the proceeds of
        capital contributions to, or new equity sold by, the Company) in
        Acquisitions permitted under subsection 8.4(i) after the Restatement
        Date, to the extent funded with proceeds of Revolving Loans, minus (y)
        an amount equal to the average calendar month end amount of the value of
        accounts receivable and inventory of the business acquired in each such
        Acquisition (to the extent the same would have been eligible for
        inclusion in the Borrowing Base assuming such Acquisition had occurred a
        year earlier) for the year preceding such Acquisition, as it shall be
        reasonably determined by a Responsible Officer, in each case multiplied
        by the applicable advance rate, less (e) the net aggregate payables
        owing to growers or other suppliers of crops or produce at such time, to
        the extent that such payables are subject to statutory liens, trusts or
        priority claims (provided, that if the Company is holding any Inventory
        at premises leased by the Company or with a bailee or warehouseman and
        with respect to which the Company shall not have obtained a Landlord's
        Consent, Bailee's Consent or Warehouseman's Consent, as applicable, the
        Company may request that a reserve equal to all rent payable by the
        Company with respect to such property for one year from the date of
        determination of the reserve (in the case of leased premises) or such
        other reserve in respect of storage, transportation and other charges as
        shall be acceptable to the Administrative Agent or Required Revolving
        Lenders (in the case of Inventory with a bailee or warehouseman) be
        established, in which case such reserve shall be, if any Inventory
        located at such premises


                                      -4-
<PAGE>   15

        is to be included in the Borrowing Base, deducted from the Borrowing
        Base and such Inventory shall not, solely by virtue of clause (3),
        clause (4) or clause (6) of the definition of "Eligible Inventory," be
        deemed ineligible). Nothing in this definition providing for reserves on
        Accounts Receivable or Inventory shall be construed as requiring the
        Company to set up reserves for financial reporting purposes.

               Borrowing Base Certificate means a certificate substantially in
        the form of Exhibit M.

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

               BTCo. means Bankers Trust Company, a New York banking
        corporation.

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

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

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

               Capital Stock means the equity securities of any Person.

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

               Cash Equivalent Investments shall mean (i) securities issued or
        directly and fully guaranteed or insured by the United States of America
        or any agency or instrumentality thereof (provided that the full faith
        and credit of the United States of America is pledged


                                      -5-
<PAGE>   16

        in support thereof) having maturities of not more than three years from
        the date of acquisition, (ii) marketable direct obligations issued by
        any State of the United States of America or any local government or
        other political subdivision thereof rated (at the time of acquisition of
        such security) at least AA by Standard & Poor's Ratings Service, a
        division of The McGraw-Hill Companies, Inc. ("S&P") or the equivalent
        thereof by Moody's Investors Service, Inc. ("Moody's") having maturities
        of not more than one year from the date of acquisition, (iii) time
        deposits (including eurodollar time deposits), certificates of deposit
        (including eurodollar certificates of deposit) and bankers' acceptances
        of (x) any Lender or any Affiliate of any Lender, (y) any commercial
        bank of recognized standing either organized under the laws of the
        United States (or any State or territory thereof) or another country (or
        a political subdivision thereof) which is a member of the Organization
        for Economic Cooperation and Development and acting through a branch or
        agency located in the United States, in either case having capital and
        surplus in excess of $250,000,000 or (z) any bank whose short-term
        commercial paper rating (at the time of acquisition of such security) by
        S&P is at least A-1 or the equivalent thereof (any such bank, an
        "Approved Bank"), in each case with maturities of not more than six
        months from the date of acquisition, (iv) commercial paper and variable
        or fixed rate notes issued by any Lender or Approved Bank or by the
        parent company of any Lender or Approved Bank and commercial paper and
        variable rate notes issued by, or guaranteed by, any industrial or
        financial company with a short-term commercial paper rating (at the time
        of acquisition of such security) of at least A-1 or the equivalent
        thereof by S&P or at least P-1 or the equivalent thereof by Moody's, or
        guaranteed by any industrial company with a long-term unsecured debt
        rating (at the time of acquisition of such security) of at least AA or
        the equivalent thereof by S&P or at least Aa or the equivalent thereof
        by Moody's and in each case maturing within one year after the date of
        acquisition and (v) repurchase agreements with any Lender or any primary
        dealer maturing within one year from the date of acquisition that are
        fully collateralized by investment instruments that would otherwise be
        Cash Equivalent Investments; provided that the terms of such repurchase
        agreements comply with the guidelines set forth in the Federal Financial
        Institutions Examination Council Supervisory Policy -- Repurchase
        Agreements of Depository Institutions With Securities Dealers and
        Others, as adopted by the Comptroller of the Currency on October 31,
        1985.

               CERCLA means the Comprehensive Environmental Response,
        Compensation and Liability Act of 1980.

               CERCLIS means the Comprehensive Environmental Response
        Compensation Liability Information System List.

               Change of Control means (i) (A) any Person or group of related
        persons for purposes of Section 13(d) of the Exchange Act (a "Group")
        (other than TPG Partners or its Affiliates) shall become the owner,
        directly or indirectly, beneficially or of record, of shares
        representing 40% or more of the aggregate ordinary voting power
        represented by the issued and outstanding Capital Stock (the "Voting
        Stock") of the Parent and (B) TPG Partners and its Affiliates shall
        beneficially own, directly or indirectly, in the aggregate a lesser
        percentage of the Voting Stock of the Parent than such Person or Group,
        (ii) the replacement of a majority of the Board of Directors of the
        Parent over a two-year period


                                      -6-
<PAGE>   17

        from the directors who constituted the Board of Directors of the Parent
        at the beginning of such period, and such replacement shall not have
        been approved by a vote of at least a majority of the Board of Directors
        of the Parent then still in office who either were members of such Board
        of Directors at the beginning of such period or whose election as a
        member of such Board of Directors was previously so approved, (iii) the
        failure of the Parent to own 100% of the issued and outstanding Capital
        Stock of the Company free and clear of all Liens (other than Permitted
        Liens of the type described in subsection 8.1(b), (c) or (g)), (iv)
        while any Old Subordinated Notes or New Subordinated Notes are
        outstanding, any "Change of Control" as defined in the New Subordinated
        Indenture or the Old Subordinated Indenture or, while any Qualified
        Notes are outstanding, any "Change of Control" as defined in any
        Qualified Indenture or any other similar event, regardless of how
        designated, if the occurrence of such event would require the Company to
        redeem or repurchase any Qualified Notes prior to their expressed
        maturity or (v) while any Old Parent Discount Notes are outstanding, any
        "Change of Control" as defined in the Old Parent Discount Indenture.

               Chase means The Chase Manhattan Bank, a New York corporation.

               Closing Date means April 18, 1997.

               Code means the Internal Revenue Code of 1986.

               Collateral means any property of Parent, the Company or any
        Domestic Subsidiary upon which a security interest in favor of the
        Administrative Agent for the benefit of the Lender Parties is purported
        to be granted pursuant to any Collateral Document.

               Collateral Document means the Security Agreements, each Copyright
        Security Agreement, the Intellectual Property License, each Trademark
        Security Agreement, each Patent Security Agreement, each Pledge
        Agreement, each Mortgage and any other document pursuant to which
        collateral securing the liabilities of the Company, Parent or any
        Subsidiary under any Loan Document is granted or pledged to the
        Administrative Agent for the benefit of itself and the Lenders.

               Commercial Letter of Credit means any Letter of Credit which is
        drawable upon presentation of a sight draft and other documents
        evidencing the sale or shipment of goods purchased by the Company in the
        ordinary course of business.

               Commitment means, as to any Lender at any time, such Lender's
        Revolving Commitment and any Term Commitment of such Lender at such
        time.

               Commitment Date -- see subsection 2.16(b).

               Commitment Fee Rate -- see the Pricing Schedule.

               Commitment Increase -- see subsection 2.16(a).


                                      -7-
<PAGE>   18

               Common Stock means the common stock, par value $1.00 per share,
        of the Company.

               Company means Del Monte Corporation, a New York corporation and a
        Wholly-Owned Subsidiary of Parent.

               Company Pledge Agreement means the Company Pledge Agreement,
        dated as of the Closing Date, between the Company and the Agent, in the
        form of Exhibit G-2.

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

               Computation Period means, any period of four consecutive fiscal
        quarters and in any case ending on the last day of a fiscal quarter.

               Consent Solicitations means the Old Subordinated Note Consent
        Solicitation and the Old Parent Discount Note Consent Solicitation.

               Consolidated Net Income means, with respect to any Person and its
        Subsidiaries for any period, the net income (or loss) of such Person and
        its Subsidiaries on a consolidated basis for such period.
        Notwithstanding the foregoing, "Consolidated Net Income" of the Parent
        shall be calculated without giving effect to any charges arising from
        any purchase accounting valuation adjustments over historical cost of
        any Person or assets acquired, as required or permitted by Accounting
        Principles Board Opinion Nos. 16 and 17.

               Contadina Acquisition means the acquisition by the Company in
        December 1997 of the assets constituting the Contadina canned tomato
        business of Nestle USA.

               Contingent Obligation means, as to any Person, any direct or
        indirect liability of such Person, whether or not contingent, with or
        without recourse: (a) with respect to any Indebtedness, lease, dividend,
        letter of credit or other obligation (the "primary obligation") of
        another Person (the "primary obligor"), including any obligation of such
        Person (i) to purchase, repurchase or otherwise acquire such primary
        obligation or any security therefor, (ii) to advance or provide funds
        for the payment or discharge of any primary obligation, or to maintain
        working capital or equity capital of the primary obligor or otherwise to
        maintain the net worth or solvency or any balance sheet item, level of
        income or financial condition of the primary obligor, (iii) to purchase
        property, securities or services primarily for the purpose of assuring
        the owner of any primary obligation of the ability of the primary
        obligor to make payment of such primary obligation or (iv) otherwise to
        assure or hold harmless the holder of any primary obligation against
        loss in respect thereof (each, a "Guaranty Obligation"); (b) with
        respect to any Surety Instrument (other than any Letter of Credit)
        issued for the account of such Person or as to which such Person is
        otherwise liable for reimbursement of drawings or payments; (c) to
        purchase any materials, supplies or other property from, or to obtain
        the services of, another Person if the relevant contract or other
        related document or obligation requires that payment for such materials,
        supplies or other property, or for such services, shall be made
        regardless of whether delivery of such materials, supplies or other
        property is ever made or tendered, or such services are ever performed
        or tendered; or (d) in respect of any Swap


                                      -8-
<PAGE>   19

        Contract. The amount of any Contingent Obligation shall, (1) in the case
        of Guaranty Obligations, be deemed equal to the stated or determinable
        amount of the primary obligation in respect of which such Guaranty
        Obligation is made or, if not stated or if indeterminable, the maximum
        reasonably anticipated liability in respect thereof, (2) in the case of
        Swap Contracts, be equal to the Swap Termination Value and (3) in the
        case of other Contingent Obligations, be equal to the maximum reasonably
        anticipated liability in respect thereof.

               Continuing Lender means each Lender that is a party hereto on the
        Restatement Date and was a "Lender" (under and as defined in the
        Existing Credit Agreement) immediately prior to the Restatement Date.

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

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

               Copyright Security Agreement means a copyright security agreement
        in the form attached to a Security Agreement.

               Designated Proceeds -- see subsection 2.8(a).

               Documentation Agent means BTCo., in its capacity as documentation
        agent for the Lenders.

               Dollar Amount means, in relation to any Indebtedness at any time
        (i) denominated in Dollars, the amount of such Indebtedness, and (ii)
        denominated in a currency other than Dollars, the Dollar Equivalent of
        the amount of such Indebtedness on the last day of the immediately
        preceding calendar month.

               Dollar Equivalent means, in relation to an amount denominated in
        a currency other than Dollars, the amount of Dollars which could be
        purchased with such amount at the prevailing foreign exchange spot rate.

               Dollars and $ mean lawful money of the United States.

               Domestic Subsidiary means each Subsidiary other than a Foreign
        Subsidiary.

               EBITDA means, as to any Person for any Computation Period, the
        sum of

               (a) Consolidated Net Income of such Person for such period
        excluding, to the extent reflected in determining such Consolidated Net
        Income, extraordinary gains and losses for such period, plus


                                      -9-
<PAGE>   20

               (b) to the extent deducted in determining Consolidated Net Income
        and without duplication, Interest Expense, income tax expense,
        depreciation and amortization (including amortization of goodwill and
        other intangible assets) of such Person for such period, non-cash
        charges and losses from sales of assets other than inventory sold in the
        ordinary course of business (provided that in the event cash
        expenditures are made in such Computation Period to reduce any non-cash
        charges established in such Computation Period or a prior Computation
        Period, such cash expenditures shall be deducted to calculate EBITDA for
        such Computation Period), minus

               (c) to the extent reflected in determining Consolidated Net
        Income and without duplication, non-cash credits and gains of such
        Person from sales of assets other than inventory sold in the ordinary
        course of business (provided that in the event cash payments are
        received in such Computation Period to offset any non-cash credits
        established in such Computation Period or a prior Computation Period,
        such cash payments shall be added to calculate EBITDA for such
        Computation Period), plus

               (d) in the case of Parent, to the extent deducted in determining
        Consolidated Net Income of Parent and without duplication, management
        incentive payments in connection with the DMFC Recapitalization (as
        defined in the First Amended and Restated Credit Agreement) and other
        fees and expenses in connection with the DMFC Recapitalization, the
        Contadina Acquisition, the Refinancing Transactions and Acquisitions
        permitted under subsection 8.4(i);

               provided that for purposes of calculating EBITDA of Parent for
        any period (1) the EBITDA (as calculated pursuant to clauses (a), (b),
        (c) and (d) above) of any Person, or attributable to any assets,
        acquired by the Company or any Subsidiary during such period shall be
        included on a pro forma basis for such period (assuming the consummation
        of each such acquisition and the incurrence or assumption of any
        Indebtedness in connection therewith occurred on the first day of such
        period, and including any pro forma expense and cost reductions
        calculated on a basis consistent with Regulation S-X under the
        Securities Act) if (i) either (x) the audited consolidated balance sheet
        of such acquired Person and its consolidated Subsidiaries as at the end
        of the fiscal year of such Person preceding the acquisition of such
        Person and the related audited consolidated statements of income,
        stockholders' equity and cash flows for such fiscal year have been
        provided to the Administrative Agent and the Lenders and have been
        reported on without a qualification arising from the scope of the audit
        or a "going concern" or like qualification or exception or (y) such
        other financial information furnished to the Lenders with respect to
        such period and such acquisition has been found acceptable by the
        Required Lenders and (ii) either (x) any subsequent unaudited financial
        statements for such Person for the period prior to the acquisition of
        such Person were prepared on a basis consistent with such audited
        financial statements, have been provided to the Administrative Agent and
        the Lenders and have been reported on without a qualification arising
        from the scope of the audit or a "going concern" or like qualification
        or (y) such other financial information furnished to the Lenders with
        respect to such period and such acquisition has been found acceptable by
        the Required Lenders and (2) the EBITDA (as calculated pursuant to
        clauses (a), (b), (c) and (d) above) of any Person, or attributable to
        any division or similar business unit, disposed of by the Company or any
        Subsidiary in an Asset Sale during


                                      -10-
<PAGE>   21

        such period will be excluded on a pro forma basis for such period
        (assuming the consummation of each such Asset Sale occurred on the first
        day of such period).

               Effective Amount means, (a) with respect to any Revolving Loans,
        Swingline Loans and Term Loans on any date, the aggregate outstanding
        principal amount thereof after giving effect to any Borrowings and
        prepayments or repayments of Revolving Loans, Swingline Loans and Term
        Loans occurring on such date, and (b) with respect to any outstanding
        L/C Obligations on any date (i) the amount of such L/C Obligations on
        such date after giving effect to any Issuances of Letters of Credit
        occurring on such date, (ii) the amount of any undrawn Commercial
        Letters of Credit which have expired less than 15 days prior to such
        date and (iii) any other changes in the aggregate amount of the L/C
        Obligations as of such date, including as a result of any reimbursements
        of outstanding unpaid drawings under any Letter of Credit or any
        reduction in the maximum amount available for drawing under Letters of
        Credit taking effect on such date.

               Eligible Account Receivable means an Account Receivable owing to
        the Company or any Domestic Subsidiary which meets the following
        requirements:

               (1) it arises from the sale of goods or the rendering of services
        by the Company or such Domestic Subsidiary; and if it arises from the
        sale of goods, (i) such goods comply in all material respects with such
        Account Debtor's specifications (if any) and have been shipped to such
        Account Debtor (other than "bill and hold" Accounts Receivable that are
        not ineligible under clause (6)) and (ii) the Company has possession of,
        or if requested by the Administrative Agent has delivered to the
        Administrative Agent, shipping receipts evidencing such shipment;

               (2) it (a) is subject to a perfected Lien in favor of the
        Administrative Agent and (b) is not subject to any other assignment,
        claim or Lien (other than Permitted Liens of the type described in
        subsections 8.1(c) and (g) and statutory nonconsensual Liens in favor of
        growers);

               (3) it is a valid, legally enforceable and unconditional
        obligation of the Account Debtor with respect thereto, and is not
        subject to any counterclaim, credit, allowance, discount, rebate or
        adjustment by the Account Debtor with respect thereto, or to any claim
        by such Account Debtor denying liability thereunder in whole or in part,
        and such Account Debtor has not refused to accept any of the goods which
        are the subject of such Account Receivable or offered or attempted to
        return any of such goods (provided, that in the event any counterclaim,
        credit, allowance, rebate or adjustment is asserted, or discount is
        granted, the Account Receivable shall only be ineligible pursuant to
        this clause (3) to the extent of the same);

               (4) there is no Insolvency Proceeding by or against the Account
        Debtor with respect thereto;

               (5) the Account Debtor with respect thereto is a resident or
        citizen of, and is located within, the United States or a province of
        Canada in which the Personal Property Security Act is in effect, unless
        (x) the sale of goods giving rise to such Account


                                      -11-
<PAGE>   22

        Receivable is on letter of credit, banker's acceptance or other credit
        support terms reasonably satisfactory to the Administrative Agent or (y)
        such Account Receivable is payable by Plaza Provision, a Puerto Rico
        corporation, or such other Account Debtors in Puerto Rico, or any other
        territory or possession of the U.S. which has adopted Article 9 of the
        Uniform Commercial Code or as may be approved by the Administrative
        Agent or the Required Revolving Lenders;

               (6) it is not an Account Receivable arising from a "sale on
        approval," "sale or return," "consignment" or "bill and hold" or subject
        to any other repurchase or return agreement (provided, that "bill and
        hold" Accounts Receivable shall not be ineligible solely by virtue of
        this clause (6) if subject to a written agreement reasonably acceptable
        to the Administrative Agent or the Required Revolving Lenders to the
        effect that the related Account Debtor's payment obligation is
        irrevocable);

               (7) it is not an Account Receivable with respect to which
        possession and/or control of the goods sold giving rise thereto is held,
        maintained or retained by the Company or any Subsidiary (or by any agent
        or custodian of the Company or any Subsidiary) for the account of or
        subject to further and/or future direction from the Account Debtor with
        respect thereto;

               (8) it arises in the ordinary course of business of the Company
        or such Domestic Subsidiary;

               (9) if the Account Debtor is the United States or any department,
        agency or instrumentality thereof, the Company or the applicable
        Domestic Subsidiary has assigned its right to payment of such Account
        Receivable to the Administrative Agent pursuant to the Assignment of
        Claims Act of 1940, provided, however, that any Accounts Receivable
        arising out of business conducted by the Company consistent with
        business conducted prior to the Restatement Date shall not be subject to
        this clause (9);

               (10) if the Company or such Domestic Subsidiary maintains a
        credit limit for an Account Debtor, the aggregate dollar amount of
        Accounts Receivable due from such Account Debtor, including such Account
        Receivable, does not exceed such credit limit (provided, that (i) the
        Company may grant exceptions to such credit limits consistent with past
        practice and in the ordinary course of business and (ii) only the amount
        in excess of the credit limit shall be ineligible under this clause
        (10));

               (11) if the Account Receivable is evidenced by chattel paper or
        an instrument, the originals of such chattel paper or instrument shall
        have been endorsed and/or assigned and delivered to the Administrative
        Agent in a manner reasonably satisfactory to the Administrative Agent;

               (12) such Account Receivable is not more than (a) 60 days past
        the due date thereof or (b) 120 days past the original invoice date
        thereof, in each case according to the original terms of sale;

               (13) it is not an Account Receivable with respect to an Account
        Debtor that is located in any jurisdiction which has adopted a statute
        or other requirement with respect


                                      -12-
<PAGE>   23

        to which any Person that obtains business from within such jurisdiction
        must file a business activity report or make any other required filings
        in a timely manner in order to enforce its claims in such jurisdiction's
        courts unless such business activity report has been duly and timely
        filed or the Company is exempt from filing such report and has provided
        the Administrative Agent with satisfactory evidence of such exemption;
        and

               (14) it is not owed by an Account Debtor if (x) 30% or more of
        the aggregate Dollar amount of outstanding Accounts Receivable owed at
        such time by such Account Debtor is classified as ineligible under
        clause (12) of this definition or (y) the aggregate Dollar amount of all
        Accounts Receivable owed by the Account Debtor thereon exceeds 20% of
        the aggregate amount of all Accounts Receivable at such time (but only,
        in the case of this clause (y), to the extent of such excess).

               An Account Receivable which is at any time an Eligible Account
        Receivable, but which subsequently fails to meet any of the foregoing
        requirements, shall forthwith cease to be an Eligible Account
        Receivable. Further, with respect to any Account Receivable, if the
        Administrative Agent or the Required Revolving Lenders at any time
        hereafter determine in its or their reasonable discretion and in
        accordance with its or their customary commercial lending practices that
        the prospect of payment or performance by the Account Debtor with
        respect thereto is materially impaired for any reason whatsoever, such
        Account Receivable shall cease to be an Eligible Account Receivable
        after notice of such determination is given to the Company.

               Eligible Assignee means (i) an "accredited investor" as such term
        is defined in Rule 501(a) of Regulation D under the Securities Act of
        1933 (other than the Company or an Affiliate of the Company), (ii) a
        Lender, (iii) an Affiliate of a Lender (provided such Affiliate is an
        "accredited investor"), (iv) any fund that invests in bank loans that is
        managed by the same investment adviser as another Lender that is such a
        fund or by an Affiliate of such investment adviser (provided such
        assignee fund is an "accredited investor") or (v) any investment adviser
        of any Lender which is a fund (provided that (A) such investment adviser
        is an "accredited investor" and is acting with discretion, or (B) if
        such investment adviser is not acting with discretion, then each of such
        investment adviser and such fund shall be an "accredited investor").

               Eligible Inventory means Inventory which meets the following
        requirements:

               (1) it (a) is subject to a perfected Lien in favor of the
        Administrative Agent and (b) is not subject to any other assignment,
        claim or Lien (other than Permitted Liens of the type described in
        subsections 8.1(c) and (g) and statutory nonconsensual Liens in favor of
        growers) (provided, that if the Company has not delivered any Bailee's
        Consent, Warehouseman's Consent or Landlord's Consent but the
        Administrative Agent has established adequate reserves in respect
        thereof under the definition of "Borrowing Base" any claim or Lien of
        the related bailee, warehouseman or landlord, if it is a Permitted Lien,
        shall not cause the Inventory kept at such location to be ineligible
        solely by virtue of this clause (1));


                                      -13-
<PAGE>   24

               (2) it is (except as the Required Revolving Lenders may otherwise
        consent in writing) salable;

               (3) except as provided in clause (4) below or as the Required
        Revolving Lenders may otherwise consent, it is in the possession and
        control of the Company or the relevant Domestic Subsidiary and it is
        stored and held in facilities owned by the Company or the relevant
        Domestic Subsidiary or, if such facilities are not so owned, leased to
        the Company or the relevant Domestic Subsidiary and with respect to
        which the Administrative Agent has received a Landlord's Consent (unless
        a reserve with respect thereto has been established by the
        Administrative Agent in accordance with the proviso in the definition of
        "Borrowing Base") (provided that no Landlord's Consents shall be
        required with respect to Inventory acquired in any Acquisition permitted
        under subsection 8.4(i) for the first 60 days after the closing of such
        Acquisition);

               (4) if it is in the possession or control of a bailee,
        warehouseman or processor, the Administrative Agent is in possession of
        a Bailee's Consent, Warehouseman's Consent or such other agreements,
        instruments and documents as the Administrative Agent may reasonably
        require in good faith, including warehouse receipts in the
        Administrative Agent's name covering such Inventory (unless a reserve
        with respect thereto has been established by the Administrative Agent in
        accordance with the proviso in the definition of "Borrowing Base")
        (provided that no Bailee's Consents shall be required with respect to
        Inventory acquired in any Acquisition permitted under subsection 8.4(i)
        for the first 60 days after the closing of such Acquisition);

               (5) it is not Inventory produced in violation of the Fair Labor
        Standards Act and subject to the "hot goods" provisions contained in
        Title 29 U.S.C. Section 215;

               (6) it is not subject to any agreement which would restrict the
        Administrative Agent's ability to sell or otherwise dispose of such
        Inventory (provided, that if the Company has not delivered any Bailee's
        Consent, Warehouseman's Consent or Landlord's Consent and has
        established adequate reserves in respect thereof under the definition of
        "Borrowing Base", any agreement entered into in the ordinary course of
        business with such bailee, warehouseman or landlord shall not render the
        Inventory kept at such location to be ineligible solely by virtue of
        this clause (6));

               (7) it is located in the United States or in any territory or
        possession of the United States that has adopted Article 9 of the
        Uniform Commercial Code or as may be approved by the Administrative
        Agent or Required Revolving Lenders;

               (8) it is not "in transit" to the Company or the relevant
        Domestic Subsidiary or held by the Company or the relevant Domestic
        Subsidiary on consignment; and

               (9) the Administrative Agent (or Required Revolving Lenders)
        shall not have determined (which determination shall be effective upon
        notice to the Company) in its (or their) reasonable discretion and in
        accordance with its (or their) customary commercial lending practices
        that it is unacceptable due to age, type, category, quality, quantity
        and/or any other reason whatsoever.


                                      -14-
<PAGE>   25

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

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

               Environmental Indemnity means an unsecured environmental
        indemnity in the form of Exhibit S in favor of the Administrative Agent.

               Environmental Laws means CERCLA, the Resource Conservation and
        Recovery Act and all other federal, state or local laws, statutes,
        common law duties, rules, regulations, ordinances and codes relating to
        pollution or protection of public or employee health or the environment,
        together with all administrative orders, consent decrees, licenses,
        authorizations and permits of any Governmental Authority implementing
        them.

               ERISA means the Employee Retirement Income Security Act of 1974.

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

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

               Event of Default means any of the events or circumstances
        specified in Section 9.1.

               Excess Cash Flow means, for any period, the remainder of


                                      -15-
<PAGE>   26

               (a) EBITDA of Parent for such period (without giving effect to
        any amount included in such EBITDA on a pro forma basis solely by virtue
        of the proviso to the definition of "EBITDA"), less

               (b) the sum, without duplication, of

                      (i) repayments of principal of Term Loans pursuant to
               Section 2.9, regularly scheduled principal payments arising with
               respect to any other long-term Indebtedness of the Company and
               its Subsidiaries, and the portion of any regularly scheduled
               payments with respect to capital leases allocable to principal,
               in each case made during such period, plus

                      (ii) voluntary prepayments of the Term Loans pursuant to
               Section 2.7 during such period, plus

                      (iii) cash payments made in such period with respect to
               Capital Expenditures, plus

                      (iv) all federal, state, local and foreign income taxes
               paid by the Company and its Subsidiaries during such period, plus

                      (v) (cash Interest Expense of the Company and its
               Subsidiaries during such period and, to the extent not deducted
               in determining EBITDA of Parent, cash payments (other than
               payments of principal) made by the Company in connection with
               prepayments and repayments of Term Loans under clauses (b)(i) and
               (b)(ii) above, plus

                      (vi) cash dividends of the Company permitted under
               subsection 8.16(e) or (f) made in such period, plus

                      (vii) cash payments made by the Company and its
               Subsidiaries in respect of pension liability, workers'
               compensation and other post-employment benefits to the extent
               such payments exceed book expenses for such items reflected in
               the calculation of EBITDA, plus

                      (viii) cash payments made by Parent and its Subsidiaries
               during such period in respect of fees and expenses in connection
               with Acquisitions permitted under subsection 8.4(i) and the
               amendment and restatement of the Existing Credit Agreement.

               Exchange Act means the Securities Exchange Act of 1934.

               Excluded Taxes -- see the definition of "Taxes."

               Existing Credit Agreement -- see the recitals.

               Exiting Lender -- see subsection 1.4(a).


                                      -16-
<PAGE>   27

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

               Fee Letter -- see subsection 2.11(a).

               Fixed Charge Coverage Ratio means, for any Computation Period,
        the ratio of (a) (i) EBITDA of Parent for such Computation Period minus
        (ii) Capital Expenditures made during such Computation Period to (b) the
        sum of (i) Interest Expense of Parent payable in cash for such
        Computation Period (excluding, for purposes of this definition, any
        Interest Expense attributable to the Old Parent Discount Notes) plus
        (ii) the scheduled installments of principal of the Term Loans for such
        Computation Period (excluding therefrom the last four scheduled
        installments of principal of Term Loans to the extent that such
        installments are refinanced with Indebtedness maturing after, and having
        no mandatory prepayments or sinking fund payments prior to, May 15, 2008
        and giving effect to any reduction of such scheduled installments by
        virtue of the application of any prepayments or repayments made which
        reduce scheduled installments pro rata or in inverse order of maturity
        pursuant to Section 2.7 or 2.8) plus (iii) cash income taxes of Parent
        and its Subsidiaries paid during such period (other than income taxes on
        income arising directly from Asset Sales); provided that, to the extent
        that any Acquisition or any Asset Sale of a Person or a division or
        similar business unit occurred during such Computation Period, all items
        in clauses (a)(i), (a)(ii), (b)(i), (b)(ii) and (b)(iii) shall be
        calculated on a pro forma basis as if each such Acquisition or Asset
        Sale of a Person or a division or similar business unit occurred prior
        to the first day of such Computation Period.

               Foreign Subsidiary shall mean each Subsidiary of the Company
        organized under the laws of any jurisdiction other than the United
        States or any state thereof.

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

               Further Taxes means any and all present or future taxes, levies,
        assessments, imposts, duties, deductions, fees, withholdings or similar
        charges (including net income taxes and franchise taxes), and all
        liabilities with respect thereto, imposed by any jurisdiction on account
        of amounts paid or payable pursuant to Section 4.1 other than Excluded
        Taxes (as defined below under the definition of "Taxes").

               GAAP means generally accepted accounting principles set forth
        from time to time in the opinions and pronouncements of the Accounting
        Principles Board and the American Institute of Certified Public
        Accountants and statements and pronouncements


                                      -17-
<PAGE>   28

        of the Financial Accounting Standards Board (or agencies with similar
        functions of comparable stature and authority within the U.S. accounting
        profession), which are applicable to the circumstances as of the date of
        determination.

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

               Guaranteed Obligations means (i) all Obligations owing by the
        Company or any Subsidiary (including post-petition interest) and (ii)
        all Permitted Swap Obligations (monetary or otherwise) of the Company
        under any Swap Contract with a Lender Party (other than Swap Contracts
        that, by their terms, are unsecured); provided that the term "Guaranteed
        Obligations" shall not include any obligations arising under any
        Environmental Indemnity.

               Guarantor means Parent and each Subsidiary that from time to time
        executes and delivers a counterpart of the Subsidiary Guaranty.

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

               Hazardous Material means

               (a) any "hazardous substance", as defined by CERCLA;

               (b) any "hazardous waste", as defined by the Resource
        Conservation and Recovery Act;

               (c) any petroleum product; or

               (d) any pollutant or contaminant or hazardous or toxic chemical,
        material or substance within the meaning of any other Environmental Law.

               Honor Date -- see subsection 3.3(b).

               Increase Date -- see subsection 2.16(a).

               Increasing Lender -- see subsection 2.16(c).

               Indebtedness of any Person means, without duplication: (a) all
        indebtedness of such Person for borrowed money; (b) all obligations
        issued, undertaken or assumed by such Person as the deferred purchase
        price of property or services (other than trade payables entered into
        and accrued expenses arising in the ordinary course of business on
        ordinary terms); (c) all non-contingent reimbursement or payment
        obligations with respect to Surety Instruments; (d) all obligations of
        such Person evidenced by notes,


                                      -18-
<PAGE>   29

        bonds, debentures or similar instruments; (e) all indebtedness of such
        Person created or arising under any conditional sale or other title
        retention agreement, or incurred as financing, in either case with
        respect to property acquired by such Person (even though the rights and
        remedies of the seller or lender under such agreement in the event of
        default are limited to repossession or sale of such property); (f) all
        obligations of such Person with respect to capital leases; (g) all
        indebtedness referred to in clauses (a) through (f) above secured by (or
        for which the holder of such Indebtedness has an existing right,
        contingent or otherwise, to be secured by) any Lien upon or in property
        (including Accounts Receivable and contract rights) owned by such
        Person, even though such Person has not assumed or become liable for the
        payment of such Indebtedness; and (h) all Guaranty Obligations of such
        Person in respect of indebtedness or obligations of others of the kinds
        referred to in clauses (a) through (g) above.

               Indemnified Liabilities -- see Section 11.5.

               Indemnified Person -- see Section 11.5.

               Independent Auditor -- see subsection 7.1(a).

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

               Intellectual Property -- see Section 6.14.

               Intellectual Property License means the Intellectual Property
        License, substantially in the form of Exhibit R, between the Company and
        the Administrative Agent dated as of the Closing Date.

               Intercreditor Agreement means the Amended and Restated
        Intercreditor Agreement, dated as of December 5, 1989, among certain
        Creditors (as therein defined), a copy of which is attached hereto as
        Exhibit Q.

               Interest Coverage Ratio means, for any Computation Period, the
        ratio of (a) EBITDA of Parent for such Computation Period to (b)
        Interest Expense of Parent payable in cash for such Computation Period;
        provided that, to the extent that any Acquisition or any Asset Sale of a
        Person or a division or similar business unit occurred during such
        Computation Period, all items in clauses (a) and (b) shall be calculated
        on a pro forma basis as if each such Acquisition or Asset Sale of a
        Person or a division or similar business unit occurred prior to the
        first day of such Computation Period.


                                      -19-
<PAGE>   30

               Interest Expense means, as to any Person for any period, the
        consolidated interest expense of such Person and its Subsidiaries for
        such period (including all imputed interest on capital leases) excluding
        amortization or write-off of deferred financing costs.

               Interest Payment Date means (i) as to any Offshore Rate Loan, the
        last day of each Interest Period applicable to such Loan and, in the
        case of any Offshore Rate Loan with a six-month Interest Period, the
        three-month anniversary of the first day of such Interest Period, and
        (ii) as to any Base Rate Loan, the last Business Day of each fiscal
        quarter.

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

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

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

                      (iii) no Interest Period applicable to a Term Loan or any
               portion of any thereof shall extend beyond any date upon which is
               due any scheduled principal payment in respect of the Term Loans
               unless the aggregate principal amount of Term Loans represented
               by Base Rate Loans, or by Offshore Rate Loans having Interest
               Periods that will expire on or before such date, equals or
               exceeds the amount of such principal payment; and

                      (iv) no Interest Period for any Revolving Loan shall
               extend beyond the Revolving Termination Date.

               Inventory means any and all of the goods of the Company or a
        Domestic Subsidiary, wheresoever located, that are held for sale or held
        as raw materials, work in process or materials used or consumed in the
        business of the Company or the applicable Domestic Subsidiary.

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

               Issuance Date -- see subsection 3.1(a).


                                      -20-
<PAGE>   31

               Issue means, with respect to any Letter of Credit, to issue or
        amend such Letter of Credit; and the terms "Issued," "Issuing" and
        "Issuance" have corresponding meanings.

               Issuing Lender means BofA in its capacity as issuer of one or
        more Letters of Credit hereunder, together with any replacement letter
        of credit issuer arising under subsection 10.1(b) or Section 10.9, or
        any successor thereto acceptable to the Company, the Administrative
        Agent and the predecessor Issuing Lender.

               Joint Venture means a corporation, partnership, limited liability
        company, joint venture or other similar legal arrangement (whether
        created by contract or conducted through a separate legal entity) which
        is not a Subsidiary of the Company or any of its Subsidiaries and which
        is now or hereafter formed by the Company or any of its Subsidiaries
        with another Person in order to conduct a common venture or enterprise
        with such Person.

               Judgment Currency -- see subsection 3.10(f).

               Landlord's Consent means a document substantially in the form of
        Exhibit O, with appropriate insertions, or such other form as shall be
        acceptable to the Administrative Agent or Required Revolving Lenders.

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

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

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

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

               L/C Commitment means the commitment of the Issuing Lender to
        Issue, and the commitments of the Revolving Lenders severally to
        participate in, Letters of Credit from time to time Issued or
        outstanding under Article III, in an aggregate amount not to exceed on
        any date the lesser of $70,000,000 and the amount of the aggregate
        amount of all Revolving Commitments; it being understood that the L/C
        Commitment is a part of the Revolving Commitments, rather than a
        separate, independent commitment.

               L/C Fee Rate -- see the Pricing Schedule.

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


                                      -21-
<PAGE>   32

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

               Lenders means the several financial institutions from time to
        time party to this Agreement. References to the "Lenders" shall include
        BofA in its capacity as the Issuing Lender and BofA in its capacity as
        Swingline Lender; for purposes of clarification only, to the extent that
        the Swingline Lender or the Issuing Lender may have any rights or
        obligations in addition to those of the other Lenders due to its status
        as Swingline Lender or Issuing Lender, its status as such will be
        specifically referenced.

               Lender Party means (i) any Lender or any Agent or (ii) any
        Affiliate of any Lender that is party to a Swap Contract with the
        Company.

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

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

               Liabilities means (i) all Obligations owing by the Company,
        Parent or any Subsidiary (including post-petition interest) and (ii) all
        Permitted Swap Obligations (monetary or otherwise) of the Company under
        any Swap Contract with a Lender Party (other than Swap Contracts that,
        by their terms, are unsecured); provided, however, that the term
        "Liabilities" shall not include any obligations arising under any
        Environmental Indemnity.

               Lien means any security interest, mortgage, deed of trust,
        pledge, hypothecation, assignment, charge or deposit arrangement,
        encumbrance, lien (statutory or other) or preferential arrangement of
        any kind or nature whatsoever in respect of any property (including
        those created by, arising under or evidenced by any conditional sale or
        other title retention agreement, the interest of a lessor under a
        capital lease, or any financing lease having substantially the same
        economic effect as any of the foregoing, but not including the interest
        of a lessor under an operating lease).

               Loan means an extension of credit by a Lender to the Company
        under Article II or Article III in the form of a Revolving Loan, Term
        Loan, Swingline Loan or L/C Advance. Each Revolving Loan and each Term
        Loan may be divided into tranches which are Base Rate Loans or Offshore
        Rate Loans (each a "Type" of Loan). For purposes of greater clarity, a
        conversion of one Type of Loan to the other Type or the continuation of
        an Offshore Rate Loan into a different Interest Period is not the making
        of a "Loan" hereunder.


                                      -22-
<PAGE>   33

               Loan Documents means this Agreement, any Notes, the Fee Letter,
        the fee letter delivered to BofA in connection with this Agreement, the
        L/C-Related Documents, the Subsidiary Guaranty, the Collateral Documents
        and all other documents delivered to the Administrative Agent or any
        Lender in connection herewith or therewith.

               Mandatory Prepayment Event -- see subsection 2.8(a).

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

               Material Adverse Effect means: (a) a material adverse change in,
        or a material adverse effect upon, the operations, business, properties,
        condition (financial or otherwise) or prospects of the Company and its
        Subsidiaries taken as a whole; (b) a material impairment of the ability
        of the Company, Parent or any Subsidiary to perform any of its
        obligations under any Loan Document; (c) a material adverse effect upon
        the legality, validity, binding effect or enforceability against the
        Company, Parent or any Subsidiary of any Loan Document; or (d) a
        material adverse effect upon the Lien of any Collateral Document or a
        material impairment of the rights, powers and remedies of the
        Administrative Agent or any Lender under any Loan Document.

               Material Subsidiary means a Subsidiary of the Company that meets
        any of the following criteria:

                      (i) the assets of such Subsidiary and its Subsidiaries
               exceed 3% of the consolidated assets (giving effect to
               intercompany eliminations) of the Company and its Subsidiaries;

                      (ii) the revenues of such Subsidiary and its Subsidiaries
               for any fiscal quarter exceed 3% of the consolidated revenues
               (giving effect to intercompany eliminations) of the Company and
               its Subsidiaries for such period; or

                      (iii) the investments of the Company and its other
               Subsidiaries in and advances to such Subsidiary and its
               Subsidiaries exceed 3% of the consolidated assets (giving effect
               to intercompany eliminations) of the Company and its
               Subsidiaries.

               Mike Mac means Mike Mac IHC, Inc., a Delaware corporation and a
        Subsidiary.

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

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

               Net Cash Proceeds means:


                                      -23-
<PAGE>   34

               (a) with respect to the sale, transfer, or other disposition by
        the Company or any Subsidiary of any asset (including any stock of any
        Subsidiary or any Accounts Receivable pursuant to a Permitted
        Receivables Facility), the aggregate cash proceeds (including cash
        proceeds received by way of deferred payment of principal pursuant to a
        note, installment receivable or otherwise, but only as and when
        received) received by the Company or any Subsidiary pursuant to such
        sale, transfer or other disposition, net of (i) the direct costs
        relating to such sale, transfer or other disposition (including sales
        commissions and legal, accounting and investment banking fees), (ii)
        taxes paid or reasonably estimated by the Company to be payable as a
        result thereof (after taking into account any available tax credits or
        deductions and any tax sharing arrangements), (iii) amounts required to
        be applied to the repayment of any Indebtedness secured by a Lien on the
        asset subject to such sale, transfer or other disposition (other than
        the Loans) and (iv) appropriate amounts to be provided by the Company or
        any Subsidiary, as the case may be, as a reserve, in accordance with
        GAAP, against any liabilities associated with such sale, transfer or
        other disposition and retained by the Company or any Subsidiary, as the
        case may be, after such sale, transfer or other disposition, including
        pension and other post-employment benefit liabilities, liabilities
        related to environmental matters and liabilities under any
        indemnification obligations associated with such sale, transfer or other
        disposition (provided that, if and to the extent that such reserves are
        no longer required to be maintained in accordance with GAAP, such
        amounts shall constitute Net Cash Proceeds, to the extent such amounts
        would have otherwise constituted Net Cash Proceeds under this clause
        (a)); and

               (b) with respect to any issuance of equity securities or Other
        Debt, the aggregate cash proceeds received by Parent, the Company or any
        Subsidiary pursuant to such issuance, net of the direct costs relating
        to such issuance (including sales and underwriter's commissions, private
        placement fees and legal, accounting and investment banking fees).

               New Lender -- see subsection 2.16(e).

               New Subordinated Indenture means the indenture governing the New
        Subordinated Notes, as amended from time to time in accordance with
        Section 8.22.

               New Subordinated Note Purchase Agreement means the Placement
        Agreement dated as of May 3, 2001, relating to the New Subordinated
        Notes, as amended from time to time in accordance with Section 8.22.

               New Subordinated Notes means the $300,000,000 9 1/4% Senior
        Subordinated Notes due May 15, 2011 of the Company issued under the New
        Subordinated Indenture (including both the initial New Subordinated
        Notes and the Series B New Subordinated Notes as set forth in the New
        Subordinated Indenture), as amended from time to time in accordance with
        Section 8.22.

               Non-Dollar Letter of Credit -- see Section 3.10.


                                      -24-
<PAGE>   35

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

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

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

               Obligations means all advances, debts, liabilities, obligations,
        covenants and duties arising under any Loan Document owing by the
        Company, Parent or any Subsidiary to any Lender, the Administrative
        Agent or any Indemnified Person, whether direct or indirect (including
        those acquired by assignment), absolute or contingent, due or to become
        due, or now existing or hereafter arising; provided, that "Obligations"
        shall not include any obligations under any Environmental Indemnity.

               Offshore Rate means, for any Interest Period, with respect to
        Offshore Rate Loans comprising part of the same Borrowing, the rate of
        interest per annum (rounded upward, if necessary, to the next 1/16th of
        1%) determined by the Administrative Agent as follows:

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

        Where,

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

                "IBOR" means the rate of interest per annum determined on the
                basis of the rate for deposits in Dollars for a period equal to
                such Interest Period commencing on the first day of such
                Interest Period appearing on Page 3750 of the Telerate screen as
                of 11:00 a.m., London time, two Business Days prior to the
                beginning of such Interest Period. In the event that such rate
                does not appear on Page 3750 of the Telerate Service (or
                otherwise on such service), "IBOR" for purposes of this
                definition shall be determined by the Administrative Agent as
                the rate at which Dollar deposits in the approximate amount of
                BofA's Offshore Rate Loan for such Interest Period would be
                offered by BofA's Grand Cayman Branch, Grand Cayman B.W.I. (or
                such other office as may be designated for such purpose by
                BofA), to major banks in the offshore dollar interbank market at
                their request at approximately 11:00 a.m. (New York City time)
                two Business Days prior to the commencement of such Interest
                Period.



                                      -25-
<PAGE>   36

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

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

               Old Parent Discount Note Consents means each written consent
        permitting the Parent to enter into the Old Parent Discount Note
        Supplemental Indenture from a holder of one or more Old Parent Discount
        Notes.

               Old Parent Discount Note Consent Solicitation means the
        solicitation by the Company of Old Parent Discount Note Consents to
        amend the Old Parent Discount Note Indenture pursuant to the Tender
        Offer Documents.

               Old Parent Discount Note Indenture means the Indenture dated as
        of December 17, 1997, pursuant to which the Old Parent Discount Notes
        were issued, between the Parent and the Old Parent Discount Note
        Trustee, as amended from time to time in accordance with Section 8.22.

               Old Parent Discount Note Supplemental Indenture means a
        supplemental indenture with respect to the Old Parent Discount Note
        Indenture to be executed by the Parent and the Old Parent Discount Note
        Trustee on or prior to the Restatement Date whereby Sections 4.03
        through 4.13, 4.16 through 4.22, 5.01, 6.01(4), 6.01(5) and 6.01(8) of
        the Old Parent Discount Note Indenture will be deleted therefrom.

               Old Parent Discount Note Tender Offer means the offer by the
        Company to purchase for cash all of the Old Parent Discount Notes, to be
        effected pursuant to the Tender Offer Documents.

               Old Parent Discount Note Trustee means HSBC Bank USA, in its
        capacity as trustee under the Old Parent Discount Note Indenture, or any
        successor trustee appointed in accordance with the Old Parent Discount
        Note Indenture.

               Old Parent Discount Notes means the $149,500,000 aggregate face
        amount at maturity of 12.5% Series B Senior Discount Notes due 2007 of
        Parent.

               Old Subordinated Indenture means the Indenture, dated as of April
        18, 1997, pursuant to which the Old Subordinated Notes were issued,
        among the Company, Parent, as guarantor, and the Old Subordinated Note
        Trustee, as amended from time to time in accordance with Section 8.22.

               Old Subordinated Note Consents means each written consent
        permitting the Company to enter into the Old Subordinated Note
        Supplemental Indenture from a holder of one or more Old Subordinated
        Notes.

               Old Subordinated Note Consent Solicitation means the solicitation
        by the Company of Old Subordinated Note Consents to amend the Old
        Subordinated Indenture pursuant to the Tender Offer Documents.


                                      -26-
<PAGE>   37

               Old Subordinated Note Purchase Agreement means the Purchase
        Agreement dated as of April 15, 1997 relating to the Old Subordinated
        Notes, as amended from time to time in accordance with Section 8.22.

               Old Subordinated Note Supplemental Indenture means a supplemental
        indenture with respect to the Old Subordinated Indenture to be executed
        by the Company, each guarantor of the Old Subordinated Notes and the Old
        Subordinated Note Trustee on or prior to the Restatement Date whereby
        Sections 4.03 through 4.14, 4.16 through 4.20, 5.01, 5.03, 6.01(4),
        6.01(5) and 6.01(8) of the Old Subordinated Indenture will be deleted
        therefrom.

               Old Subordinated Note Tender Offer means the offer by the Company
        to purchase for cash all of the Old Subordinated Notes, to be effected
        pursuant to the Tender Offer Documents.

               Old Subordinated Note Trustee means HSBC Bank USA, in its
        capacity as trustee under the Old Subordinated Indenture, or any
        successor trustee appointed in accordance with the Old Subordinated
        Indenture.

               Old Subordinated Notes means the 12-1/4% Series B Senior
        Subordinated Notes due April 15, 2007 of the Company issued under the
        Old Subordinated Indenture, as amended from time to time in accordance
        with Section 8.22.

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

               Original Credit Agreement -- see the recitals.

               Other Debt means debt securities of the Company and its
        Subsidiaries, other than as expressly permitted by Section 8.5.

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

               Overnight Rate -- see subsection 3.10(g).

               Parent means Del Monte Foods Company, a Delaware corporation.

               Parent Pledge Agreement means the Parent Pledge Agreement, dated
        as of the Closing Date, between the Parent and the Administrative Agent,
        a copy of which is attached as Exhibit G-1.


                                      -27-
<PAGE>   38

               Participant -- see subsection 11.8(c).

               Patent Security Agreement means a patent security agreement in
        the form attached to a Security Agreement.

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

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

               Permitted Liens -- see Section 8.1.

               Permitted Liability Management Swap means one or more Swap
        Contracts, in form and substance reasonably satisfactory to the
        Administrative Agent, with a term not beyond May 15, 2004, which are
        entered into when no Event of Default or Unmatured Event of Default
        exists or would result therefrom, whereby (x) the Company enters into an
        interest rate protection agreement with respect to not more than
        $10,000,000 of New Subordinated Notes or Qualified Notes whereby the
        effective interest rate on such principal amount of New Subordinated
        Notes or Qualified Notes is set at a floating rate, rather than a fixed
        rate and (y) the Company and the related swap counterparty enter into a
        "total return" swap with respect to not more than $10,000,000 of New
        Subordinated Notes or Qualified Notes (that is, the related swap
        counterparty purchases the principal amount of New Subordinated Notes or
        Qualified Notes subject to such swap transaction, and the Company agrees
        to pay such counterparty for losses caused to such counterparty by any
        depreciation in the market price of the New Subordinated Notes or
        Qualified Notes subject to such Swap Contracts during the period from
        the time such Swap Contracts were entered into to the time such Swap
        Contracts are terminated and such counterparty agrees to pay the Company
        the amount of any gain caused by any appreciation in the market price of
        the New Subordinated Notes or Qualified Notes subject to such Swap
        Contracts during the period from the time such Swap Contracts were
        entered into to the time such Swap Contracts are terminated); provided
        that, in the event the Company has repurchased or redeemed any New
        Subordinated Notes or Qualified Notes under subsection 8.16(g), the
        maximum Dollar amounts set forth above in this definition shall be
        reduced by the amount of New Subordinated Notes or Qualified Notes so
        repurchased or redeemed.

               Permitted Receivables Facility means any receivables financing
        facility arrangement entered into by the Company providing for the
        discount, sale or other transfer of its Accounts Receivable on a
        nonrecourse basis for a transfer price at least equivalent to the
        advance rate on such Accounts Receivable hereunder and otherwise on
        terms and conditions (including repurchase provisions) satisfactory to
        the Required Lenders.

               Permitted Security Agreements means the Intellectual Property
        Security Agreements and Assignments between the Company and Wafer
        Limited and the


                                      -28-
<PAGE>   39

        Company and Del Monte Tropical Fruit Company, North America, each dated
        December 5, 1989, the Intellectual Property Security Agreement and
        Assignment dated as of January 9, 1990 between the Company and Kikkoman
        Corporation, the Intellectual Property Security Agreement and Assignment
        dated as of May 9, 1990 between the Company and Del Monte Foods Limited,
        the Intellectual Property Security Agreement and Assignment dated as of
        May 9, 1990 between the Company and Del Monte International, Inc., and
        any other security agreement between the Company and a licensee of
        Intellectual Property to secure the damages, if any, of such licensee
        resulting from the rejection of the license of such licensee in a
        bankruptcy, reorganization or similar proceeding with respect to the
        Company; provided that each such Permitted Security Agreement shall be
        subject to the Intercreditor Agreement.

               Permitted Swap Obligations means all obligations (contingent or
        otherwise) of the Company or any Subsidiary existing or arising under
        Swap Contracts, provided that each of the following criteria is
        satisfied: (a) such obligations are (or were) entered into by such
        Person in the ordinary course of business for the purpose of directly
        mitigating risks associated with liabilities, commitments or assets held
        or reasonably anticipated by such Person, or changes in the value of
        securities issued by such Person in conjunction with a securities
        repurchase program not otherwise prohibited hereunder, and not for
        purposes of speculation or taking a "market view" (provided that
        obligations in respect of a Permitted Liability Management Swap shall
        not be excluded from the definition of "Permitted Swap Obligations" by
        virtue of this clause (a)); and (b) such Swap Contracts do not contain
        (i) any provision ("walk-away" provision) exonerating the non-defaulting
        party from its obligation to make payments on outstanding transactions
        to the defaulting party or (ii) if the counterparty is not a Lender
        Party, any provision creating or permitting the declaration of an event
        of default, termination event or similar event upon the occurrence of an
        Event of Default hereunder (other than an Event of Default under
        subsection 9.1(a)).

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

               Plan means an employee benefit plan (as defined in Section 3(3)
        of ERISA) with respect to which the Company may have any liability.

               Pledge Agreement means the Parent Pledge Agreement, the Company
        Pledge Agreement and each Subsidiary Pledge Agreement.

               Proposed New Lender -- see subsection 2.16(b).

               Public Offering means an offering of equity securities or
        Indebtedness registered under the Securities Act of 1933.

               Qualified Indenture means a trust indenture entered into by the
        Company with an indenture trustee with terms and provisions no more
        restrictive to the Company than the New Subordinated Indenture, and with
        terms no less advantageous to the Lenders than


                                      -29-
<PAGE>   40

        the terms of the New Subordinated Indenture, as amended from time to
        time in accordance with Section 8.22.

               Qualified Notes means subordinated notes of the Company which
        shall not require scheduled payments of principal prior to May 15, 2011,
        which shall not require cash interest payments thereon at a rate in
        excess of 9.25% per annum, and which are issued pursuant to a Qualified
        Indenture, as such notes may be amended from time to time in accordance
        with Section 8.22.

               Qualified Refinancing means a refinancing of the New Subordinated
        Notes with Qualified Notes; provided, that the aggregate principal
        amount of Qualified Notes issued in connection therewith does not exceed
        the aggregate principal amount of the Indebtedness so refinanced unless
        the excess is applied as set forth in subsection 2.8(a)(vi).

               Refinancing Transactions means each of the Tender Offers, the
        Consent Solicitations, the issuance of the New Subordinated Notes and
        the amendment and restatement of the Existing Credit Agreement.

               Refinancing Transaction Documents means the Tender Offer
        Documents, the Consent Solicitation Documents, the New Subordinated
        Indenture, the New Subordinated Notes, the New Subordinated Note
        Purchase Agreement, all other documents used in connection with the
        issuance and sale of the New Subordinated Notes (including any offering
        memorandum) and all documents necessary to amend and restate the
        Existing Credit Agreement on the terms and conditions hereof.

               Register -- see subsection 11.8(a).

               Release means a "release", as such term is defined in CERCLA.

               Replacement Lender -- see Section 4.7.

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

               Required Lenders means, at any time, Lenders having an aggregate
        Total Percentage of more than 50%.

               Required Revolving Lenders means, at any time, Revolving Lenders
        having an aggregate Revolving Percentage of more than 50%.

               Required Term Lenders means, at any time, Term Lenders having an
        aggregate Term Percentage of more than 50%.

               Requirement of Law means, as to any Person, any law (statutory or
        common), treaty, rule or regulation or determination of an arbitrator or
        of a Governmental


                                      -30-
<PAGE>   41

        Authority, in each case applicable to or binding upon such Person or any
        of its property or to which such Person or any of its property is
        subject.

               Resource Conservation and Recovery Act means the Resource
        Conservation and Recovery Act, 42 U.S.C. Section 690, et seq.

               Responsible Officer means the chief executive officer, chief
        operating officer, chief financial officer, chief accounting officer,
        treasurer or the president of the Company, or Parent, as the context
        requires, or any other officer having substantially the same authority
        and responsibility.

               Restatement Date -- see Section 5.1.

               Revolving Commitment means, as to any Lender, the commitment of
        such Lender to make Revolving Loans pursuant to subsection 2.1(b). The
        amount of each Revolving Lender's Revolving Commitment on the date
        hereof is set forth across from such Lender's name on Schedule 1.1.

               Revolving Lender means, at any time, a Lender with a Revolving
        Commitment at such time or which then holds any Revolving Loan.

               Revolving Loan -- see subsection 2.1(b).

               Revolving Percentage means, as to any Lender, the percentage
        which (a) prior to the termination of the Revolving Commitments, (x) the
        amount of such Lender's Revolving Commitment is of (y) the aggregate
        amount of all of the Revolving Lenders' Revolving Commitments and (b)
        after the termination of the Revolving Commitments, (x) the amount of
        such Lender's Revolving Loans is of (y) the aggregate amount of all
        Revolving Loans of all Revolving Lenders.

               Revolving Portion means, with respect to the Assigned Debt, the
        portion thereof obtained by dividing the aggregate principal amount of
        Assigned Debt times a fraction, the numerator of which is the aggregate
        principal amount of Revolving Loans outstanding on the Restatement Date
        and the denominator of which is the aggregate principal amount of
        Revolving Loans and Term Loans outstanding on the Restatement Date.

               Revolving Termination Date means the earlier to occur of:

               (a) May 15, 2007; and

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

               Sale/Leaseback Transaction -- see Section 8.18.

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


                                      -31-
<PAGE>   42

               Security Agreement means either the Security Agreement (Company
        and Parent) or the Subsidiary Security Agreement.

               Security Agreement (Company and Parent) means the Security
        Agreement, dated as of the Closing Date, among the Company, Parent and
        the Administrative Agent in the form of Exhibit E-1 hereto.

               Senior Debt Ratio means for any Computation Period the ratio of

                      (i) the sum of (A) the outstanding principal amount of all
               Total Debt (other than Subordinated Debt and Revolving Loans)
               outstanding on the last day of such Computation Period plus (B)
               the quotient of (1) the sum of the aggregate principal amount of
               all Revolving Loans outstanding on the last day of each of the
               twelve fiscal months during such Computation Period divided by
               (2) twelve, to

                      (ii) EBITDA of Parent for such Computation Period;

        provided, however, that for purposes of clause (i)(B)(1) above, for each
        fiscal month of Parent ended prior to the Restatement Date, the
        aggregate principal amount of all Revolving Loans outstanding on the
        last day of such fiscal month shall be adjusted on a pro forma basis as
        if the Refinancing Transactions and the Company's borrowing of
        $100,000,000 of Additional Term B Loans under the Existing Credit
        Agreement occurred prior to the end of such month.

               Standby Letter of Credit means any Letter of Credit that is not a
        Commercial Letter of Credit.

               Subordinated Debt means the Old Subordinated Notes outstanding
        after the closing of the Old Subordinated Note Tender Offer, the New
        Subordinated Notes and any Qualified Notes and all other unsecured
        Indebtedness of the Company for borrowed money which is subject to, and
        is only entitled to the benefits of, terms and provisions (including
        maturity, amortization, acceleration, interest rate, sinking fund,
        covenant, default and subordination provisions) satisfactory in form and
        substance to the Required Lenders, as evidenced by their written
        approval thereof (which may be granted or withheld in their sole
        discretion).

               Subsidiary of a Person means any corporation, association,
        partnership, limited liability company, joint venture or other business
        entity of which more than 50% of the voting stock, membership interests
        or other equity interests is owned or controlled directly or indirectly
        by such Person, or one or more of the Subsidiaries of such Person, or a
        combination thereof. Unless the context otherwise clearly requires,
        references herein to a "Subsidiary" refer to a Subsidiary of the
        Company.

               Subsidiary Guaranty means the guaranty, substantially in the form
        of Exhibit F, which may be executed from time to time by certain
        Subsidiaries of the Company.

               Subsidiary Pledge Agreement means the Subsidiary Pledge
        Agreement, dated as of the Closing Date, between Mike Mac and the
        Administrative Agent in the form of


                                      -32-
<PAGE>   43

        Exhibit G-3; such pledge agreement may be joined after the Restatement
        Date by other Subsidiaries.

               Subsidiary Security Agreement means the security agreement,
        substantially in the form of Exhibit E-2, which may be executed from
        time to time by certain Subsidiaries of the Company.

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

               Swap Contract means any agreement, whether or not in writing,
        relating to any transaction that is a rate swap, basis swap, forward
        rate transaction, commodity swap, commodity option, equity or equity
        index swap or option, bond, note or bill option, interest rate option,
        forward foreign exchange transaction, cap, collar or floor transaction,
        currency swap, cross-currency rate swap, swaption, currency option or
        any other, similar transaction (including any option to enter into any
        of the foregoing) or any combination of the foregoing, and, unless the
        context otherwise clearly requires, any master agreement relating to or
        governing any or all of the foregoing.

               Swap Termination Value means, in respect of any one or more Swap
        Contracts, after taking into account the effect of any legally
        enforceable netting agreement relating to such Swap Contracts, (a) for
        any date on or after the date such Swap Contracts have been closed out
        and termination value(s) determined in accordance therewith, such
        termination value(s), and (b) for any date prior to the date referenced
        in clause (a) the amount(s) determined as the mark-to-market value(s)
        for such Swap Contracts, as determined based upon one or more mid-market
        or other readily available quotations provided by any recognized dealer
        in such Swap Contracts (which may include any Lender).

               Swingline Lender means BofA in its capacity as lender of
        Swingline Loans together with any replacement lender of Swingline Loans
        arising under Section 10.9.

               Swingline Loan has the meaning specified in subsection 2.5(a).

               Syndication Agent means Chase, in its capacity as syndication
        agent for the Lenders.

               Tax Sharing Agreement means the Tax Sharing Agreement dated as of
        January 9, 1990 by and between Parent and the Company, as the same may
        be amended from time to time in accordance with Section 8.22.

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


                                      -33-
<PAGE>   44

        such Lender or the Administrative Agent, as the case may be, is
        organized, maintains a lending office or conducts business
        (collectively, "Excluded Taxes").

               Tender Offers means each of the Old Subordinated Note Tender
        Offer and the Old Parent Discount Note Tender Offer.

               Tender Offer Documents means the offer to purchase distributed by
        the Company in connection with the Tender Offers and the Consent
        Solicitations, all amendments and exhibits thereto, and all related
        documents filed with the SEC or distributed to the holders of the Old
        Subordinated Notes and the Old Parent Discount Notes in connection with
        the Tender Offers.

               Term Commitment means, as to any Lender, (x) on the Restatement
        Date, the commitment of such Lender to make a Term Loan pursuant to
        subsection 2.1(a) and (y) at any time after the Restatement Date, any
        commitment of such Lender to make an Additional Term Loan at such time
        pursuant to subsection 2.1(a).

               Term Lender means, at any time, a Lender which then holds any
        Term Loan.

               Term Loan -- see subsection 2.1(a).

               Term Percentage means, as to any Lender, the percentage which (a)
        the aggregate amount of such Lender's Term Commitment plus the
        outstanding principal amount of such Lender's Term Loans is of (b) the
        aggregate amount of the Term Commitments of all Lenders plus the
        outstanding principal amount of all Term Loans; provided, that for
        purposes of allocating payments among the Term Lenders pursuant to
        subsections 2.7(b) and 2.13(a), the Term Commitments shall be
        disregarded in calculating Term Percentage. The Term Percentage of each
        Lender as in effect on the Restatement Date is set forth across from
        such Lender's name on Schedule 1.1.

               Term Portion means, with respect to the Assigned Debt, the
        aggregate principal amount of the Assigned Debt less the Revolving
        Portion of such Assigned Debt.

               Total Debt means (i) total Indebtedness of Parent and its
        Subsidiaries at the time of determination less (ii) Indebtedness of the
        type described in clause (c) of the definition of "Indebtedness" in
        respect of Surety Instruments under which Parent or any Subsidiary has
        only an unmatured payment obligation determined at such time less (iii)
        Indebtedness of the type described in clauses (g) and (h) of the
        definition of "Indebtedness" in respect of Indebtedness at such time
        described in clause (ii) above less (iv) any amounts outstanding under
        any Old Parent Discount Notes.

               Total Debt Ratio means for any Computation Period the ratio of

                      (i) the sum of (A) the aggregate outstanding principal
               amount of all Total Debt (other than Revolving Loans) outstanding
               on the last day of such Computation Period plus (B) the quotient
               of (1) the sum of the aggregate outstanding principal amount of
               all Revolving Loans outstanding on the last day


                                      -34-
<PAGE>   45

                of each of the twelve fiscal months during such Computation
                Period divided by (2) twelve, to

                      (ii) EBITDA of Parent for such Computation Period;

        provided, however, that for purposes of clause (i)(B)(1) above, for each
        fiscal month of Parent ended prior to the Restatement Date, the
        aggregate principal amount of all Revolving Loans outstanding on the
        last day of such fiscal month shall be adjusted on a pro forma basis as
        if the Refinancing Transactions and the Company's borrowing of
        $100,000,000 of Additional Term B Loans under the Existing Credit
        Agreement occurred prior to the end of such month.

               Total Percentage means, as to any Lender, the percentage which
        (a) the aggregate amount of such (i) Lender's Revolving Commitment plus
        (ii) the aggregate amount of such Lender's commitment to make Additional
        Term Loans plus the outstanding principal amount of such Lender's Term
        Loans is of (b) the aggregate amount of (i) the Revolving Commitments of
        all Lenders plus (ii) the aggregate amount of the commitments to make
        Additional Term Loans of all Term Lenders plus the outstanding principal
        amount of all Term Loans; provided that, after the Revolving Commitments
        and any Term Commitments have been terminated, "Total Percentage" shall
        mean as to any Lender the percentage which the aggregate principal
        amount of such Lender's Loans is of the aggregate principal amount of
        all Loans. The Total Percentage of each Lender as in effect at the
        Restatement Date is set forth opposite such Lender's name on Schedule
        1.1.

               TPG Acquisition Preferred Stock means the 14% Series A Redeemable
        Preferred Stock, original liquidation preference $1,000 per share, of
        Parent.

               TPG Agreements means (i) the Management Advisory Agreement, dated
        as of April 18, 1997, between the Company and TPG Partners and (ii) the
        Transaction Advisory Agreement, dated as of April 18, 1997, between the
        Company and TPG Partners, in each case as amended from time to time in
        accordance with Section 8.22.

               TPG Partners means TPG Partners, L.P., a Delaware limited
        partnership.

               Trademark Security Agreement means a trademark security agreement
        in the form attached to a Security Agreement.

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

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

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

               Warehouseman's Consent means a document substantially in the form
        of Exhibit P, with appropriate insertions, or such other form as shall
        be acceptable to the Administrative Agent or Required Revolving Lenders.


                                      -35-
<PAGE>   46

               Wholly-Owned Subsidiary means any corporation in which (other
        than directors' qualifying shares or due to native ownership
        requirements) 100% of the Capital Stock of each class is owned
        beneficially and of record by the Company or by one or more other
        Wholly-Owned Subsidiaries.

        1.2 Other Interpretive Provisions.

               (a) The meanings of defined terms are equally applicable to the
singular and plural forms of the defined terms.

               (b) The words "hereof", "herein", "hereunder" and similar words
refer to this Agreement as a whole and not to any particular provision of this
Agreement; and Article, subsection, Section, Schedule and Exhibit references are
to this Agreement unless otherwise specified.

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

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

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

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

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

               (f) This Agreement and the other Loan Documents may use several
different limitations, tests or measurements to regulate the same or similar
matters. All such limitations, tests and measurements are cumulative and shall
each be performed in accordance with their terms. Unless otherwise expressly
provided herein, any reference to any action of the Administrative Agent, the
Lenders, the Required Lenders, the Required Term Lenders or the Required
Revolving Lenders by way of consent, approval or waiver shall be deemed modified
by the phrase "in its/their sole discretion."

               (g) This Agreement and the other Loan Documents are the result of
negotiations among and have been reviewed by counsel to the Agents, the Company
and the other parties, and are the products of all parties. Accordingly, they
shall not be construed against


                                      -36-
<PAGE>   47

the Lenders or the Agents merely because of the Lenders' or the Agents'
involvement in their preparation.

        1.3 Accounting Principles.

               (a) Unless the context otherwise clearly requires, all accounting
terms not expressly defined herein shall be construed, and all financial
computations required under this Agreement shall be made, in accordance with
GAAP, consistently applied; provided that if the Company notifies the
Administrative Agent that the Company wishes to amend any covenant in Article
VIII or any corresponding definition to eliminate the effect of any change in
GAAP after the date hereof on the operation of such covenant (or if the
Administrative Agent notifies the Company that the Required Lenders wish to
amend Article VIII or any corresponding definition for such purpose), then the
Company's compliance with such covenant shall be determined on the basis of GAAP
in effect immediately before the relevant change in GAAP became effective, until
either such notice is withdrawn or such covenant is amended in a manner
satisfactory to the Company and the Required Lenders.

               (b) References herein to "fiscal year," "fiscal quarter" and
"fiscal month" refer to such fiscal periods of Parent.

        1.4 Assignments from Existing Credit Agreement; Addition of Lenders;
Reallocation of Loans and Commitments. (a) By their execution of Schedule 1.4
each lender under the Existing Credit Agreement that is not a party hereto but
is a party to such Schedule 1.4 (the "Exiting Lenders") agrees, and by its
execution of this Agreement each of the Lenders agrees, to the assignment of the
interests of the Exiting Lenders to the Lenders contemplated by Schedule 1.4 on
the Restatement Date. The Term Portion of the Assigned Debt shall on the
Restatement Date become Term Loans hereunder and shall be allocated among the
Term Lenders to achieve the result specified in the first sentence of subsection
2.1(a) and the Administrative Agent will apply an amount equal to the Term
Portion of the Assigned Debt from the proceeds of the funding described in the
second sentence of subsection 2.1(a) to pay the purchase price of the Term
Portion of the Assigned Debt (at 100% of the principal amount thereof). The
Revolving Portion of the Assigned Debt shall on the Restatement Date become
Revolving Loans hereunder and shall be allocated among the Revolving Lenders to
achieve the result specified in the first sentence of subsection 2.1(b) and the
Administrative Agent will apply an amount equal to the Revolving Portion of the
Assigned Debt from the proceeds of the funding described in the second sentence
of subsection 2.1(b) to pay the purchase price of the Revolving Portion of the
Assigned Debt (at 100% of the principal amount thereof).

               (b) On the Restatement Date, (i) each financial institution
listed on the signature pages hereof that was not a party to the Existing Credit
Agreement shall automatically become a party hereto and be entitled to the
benefits, and have the obligations, of a "Lender" hereunder, (ii) each Lender's
Revolving Percentage and Term Percentage shall be as set forth on Schedule 1.1
to this Agreement, (iii) each Continuing Lender that is a Term Lender and that
will have a greater principal amount of Term Loans outstanding hereunder on the
Restatement Date than such Lender had "Term Loans" (under and as defined in the
Existing Credit Agreement) outstanding under the Existing Credit Agreement
immediately prior to the Restatement Date will fund to the Administrative Agent
the amount of the difference, (iv) each Continuing Lender that


                                      -37-
<PAGE>   48

is a Revolving Lender and that will have a greater principal amount of Revolving
Loans outstanding hereunder on the Restatement Date than such Lender had
"Revolving Loans" (under and as defined in the Existing Credit Agreement)
outstanding under the Existing Credit Agreement immediately prior to the
Restatement Date will fund to the Administrative Agent the amount of the
difference, (v) the Administrative Agent will, if necessary, apply the proceeds
of fundings under the second sentence of each of subsection 2.1(a) and
subsection 2.1(b) to disburse funds to the Lenders (including Continuing Lenders
that will have a lower amount of Loans hereunder on the Restatement Date than
under the Existing Credit Agreement immediately prior to the Restatement Date)
such that, after giving effect to the allocation of Assigned Debt as
contemplated by subsection 1.4(a) and such disbursements, each Lender has the
correct amount of Loans outstanding on the Restatement Date and (vi) after
giving effect to all other adjustments set forth herein, the Loans of each
Continuing Lender shall be allocated among Revolving Loans and Term Loans such
that, after giving effect thereto, such Continuing Lender has the correct amount
of Revolving Loans and Term Loans outstanding on the Restatement Date. To
facilitate the transactions described in this Section and in the first two
sentences of each of subsection 2.1(a) and subsection 2.1(b), the Company agrees
that on the Restatement Date the Company will (i) convert all Offshore Rate
Loans outstanding under the Existing Credit Agreement to Base Rate Loans and
(ii) pay to the Administrative Agent for the account of each lender that is a
party to the Existing Credit Agreement all interest, fees and other amounts
(including amounts payable under Section 4.4 of the Existing Credit Agreement as
a result of the conversion described in clause (i) of this sentence and with the
understanding that, for purposes of such Section 4.4, the Company will be deemed
to have prepaid all Offshore Rate Loans (under and as defined in the Existing
Credit Agreement) assigned in the Assigned Debt) owed to such lender under the
Existing Credit Agreement. The Company, the Issuing Lender, the Lenders and the
Administrative Agent further agree that, on the Restatement Date, the letters of
credit issued by BofA pursuant to the Existing Credit Agreement shall remain
outstanding and, without further act, be deemed to be, and constitute, Letters
of Credit Issued by the Issuing Lender hereunder. Without limiting the
generality of the foregoing, each Revolving Lender shall be deemed to have
purchased from the Issuing Lender a participation in such Letters of Credit on
the Restatement Date pursuant to subsection 3.3(a).

                                   ARTICLE II

                                   THE CREDITS

        2.1 Amounts and Terms of Commitments.

               (a) The Term Credit. It is the purpose and intent of this
Agreement that, after giving effect to the amendment and restatement of the
Existing Credit Agreement and the fundings hereunder on the Restatement Date,
each Term Lender will hold outstanding Term Loans in an aggregate principal
amount equal to its Term Commitment set forth opposite its name on Schedule 1.1.
Accordingly, each Term Lender agrees to fund the Administrative Agent on the
Restatement Date an amount equal to its Term Percentage of $415,000,000.
Following the effectiveness of any Commitment Increase which creates obligations
to make Term Loans, each Term Lender that has made a Term Commitment in respect
of such Commitment Increase severally agrees, on the related Increase Date, to
make a loan to the Company (an "Additional Term Loan") in the amount of such
Lender's Term Commitment. All such fundings and Loans


                                      -38-
<PAGE>   49

referred to in the two immediately preceding sentences (including any Additional
Term Loans) are collectively referred to herein as the "Term Loans." Amounts
borrowed as Term Loans which are repaid or prepaid by the Company may not be
reborrowed. After the making of Additional Term Loans on any Increase Date, the
Term Commitments made with respect to such Increase Date shall be zero.

               (b) The Revolving Credit. It is the purpose and intent of this
Agreement that, after giving effect to the amendment and restatement of the
Existing Credit Agreement and the fundings hereunder on the Restatement Date,
each Revolving Lender will hold on the Restatement Date outstanding Revolving
Loans in an aggregate principal amount equal to its Revolving Percentage of the
aggregate principal amount of all Revolving Loans outstanding on the Restatement
Date. Accordingly, each Revolving Lender agrees to fund the Administrative Agent
on the Restatement Date an amount equal to its Revolving Percentage of such
amount of Revolving Loans as shall be outstanding on the Restatement Date. Each
Revolving Lender severally agrees, on the terms and conditions set forth herein,
to make loans to the Company (each such loan, a "Revolving Loan"), from time to
time on any Business Day during the period from the Restatement Date to the
Revolving Termination Date, in an aggregate amount not to exceed at any time
outstanding such Revolving Lender's Revolving Percentage of the aggregate amount
of the Revolving Commitments; provided that (i) on the Restatement Date, the
aggregate amount of Revolving Loans may not exceed $100,000,000 and (ii) after
giving effect to any Borrowing of Revolving Loans, (x) the sum of the Effective
Amount of all Revolving Loans plus the Effective Amount of all Swingline Loans
plus the Effective Amount of all L/C Obligations shall not exceed (y) the lesser
of (1) the aggregate amount of the Revolving Commitments and (2) the Borrowing
Base. Within the foregoing limits, and subject to the other terms and conditions
hereof, the Company may borrow under this subsection 2.1(b), prepay under
Section 2.7 and reborrow under this subsection 2.1(b).

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

               (b) Upon the request of any Lender made through the
Administrative Agent, the Loans made by such Lender may be evidenced by one or
more Notes in addition to loan accounts. Each such Lender is hereby authorized
to endorse on the schedules annexed to its Note(s) the date, amount and maturity
of each Loan made by it and the amount of each payment of principal made by the
Company with respect thereto. Each such Lender is irrevocably authorized by the
Company to endorse its Note(s) and each Lender's record shall be conclusive
absent manifest error; provided that the failure of a Lender to make, or an
error in making, a notation thereon with respect to any Loan shall not limit or
otherwise affect the obligations of the Company hereunder or under any Note to
such Lender.


                                      -39-
<PAGE>   50

        2.3 Procedure for Borrowing. (a) Each Borrowing shall be made upon the
Company's irrevocable written notice delivered to the Administrative Agent in
the form of a Notice of Borrowing (which notice must be received by the
Administrative Agent (i) prior to 11:00 a.m. (Chicago time) three Business Days
prior to the requested Borrowing Date, in the case of Offshore Rate Loans and
(ii) prior to 11:00 a.m. (Chicago time) one Business Day prior to the requested
Borrowing Date, in the case of Base Rate Loans), specifying:

                      (A) the amount of the Borrowing, which shall be in an
               amount of $5,000,000 or a higher integral multiple of $100,000;

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

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

                      (D) in the case of Offshore Rate Loans, the duration of
               the Interest Period applicable to such Loans included in such
               notice.

               (b) The Administrative Agent will promptly notify each Lender of
its receipt of any Notice of Borrowing and of the amount of such Lender's share
of the related Borrowing based upon such Lender's Revolving Percentage or Term
Percentage, as applicable. Notwithstanding the immediately preceding sentence,
any Borrowing of Additional Term Loans pursuant to a Commitment Increase shall
be made by the Term Lenders holding Term Commitments in respect of such
Commitment Increase in accordance with their respective Term Commitments with
respect to such Commitment Increase, and any Term Lender that does not hold a
Term Commitment with respect to such Commitment Increase shall have no
obligation to make any Additional Term Loan.

               (c) Each Lender will make the amount of its share of each
Borrowing available to the Administrative Agent for the account of the Company
at the Agent's Payment Office by 1:00 p.m. (Chicago time) on the Borrowing Date
requested by the Company in funds immediately available to the Administrative
Agent. The proceeds of all Loans will then be made available to the Company by
the Administrative Agent at such office by crediting the account of the Company
on the books of BofA with the aggregate of the amounts made available to the
Administrative Agent by the Lenders and in like funds as received by the
Administrative Agent.

               (d) After giving effect to any Borrowing, there may not be more
than twelve different Interest Periods in effect.

        2.4 Conversion and Continuation Elections. (a) The Company may, upon
irrevocable written notice to the Administrative Agent in accordance with
subsection 2.4(b):

                      (i) elect to convert, on any Business Day, any Base Rate
               Loans (in an aggregate amount of $5,000,000 or a higher integral
               multiple of $100,000) into Offshore Rate Loans;

                      (ii) elect to convert, on the last day of the applicable
               Interest Period, any Offshore Rate Loans (or any part thereof in
               an aggregate


                                      -40-
<PAGE>   51

                amount of $5,000,000 or a higher integral multiple of $100,000)
                into Base Rate Loans; or

                      (iii) elect to continue, as of the last day of the
               applicable Interest Period, any Offshore Rate Loans having
               Interest Periods expiring on such day (or any part thereof in an
               aggregate amount of $5,000,000 or a higher integral multiple of
               $100,000);

provided that if at any time the aggregate amount of Offshore Rate Loans in
respect of any Borrowing shall have been reduced, by payment, prepayment or
conversion of part thereof, to be less than $5,000,000, such Offshore Rate Loans
shall automatically convert into Base Rate Loans.

               (b) The Company shall deliver a Notice of Conversion/Continuation
to be received by the Administrative Agent (i) not later than 11:00 a.m.
(Chicago time) at least three Business Days in advance of the
Conversion/Continuation Date, if the Loans are to be converted into or continued
as Offshore Rate Loans and (ii) not later than 11:00 a.m. (Chicago time) one
Business Day prior to the Conversion/Continuation Date, if the Loans are to be
converted into Base Rate Loans, specifying:

                      (A) the proposed Conversion/Continuation Date;

                      (B) the aggregate principal amount of Loans to be
               converted or continued;

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

                      (D) in the case of conversions into Offshore Rate Loans,
               the duration of the requested Interest Period.

               (c) If upon the expiration of any Interest Period applicable to
Offshore Rate Loans, the Company has failed to select timely a new Interest
Period to be applicable to such Offshore Rate Loans, the Company shall be deemed
to have elected to convert such Offshore Rate Loans into Base Rate Loans
effective as of the expiration date of such Interest Period.

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

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


                                      -41-
<PAGE>   52

                (f) After giving effect to any conversion or continuation of
Loans, there may not be more than twelve different Interest Periods in effect.

        2.5 Swingline Loans.

                (a) Subject to the terms and conditions hereof, the Swingline
Lender may, in its sole discretion (subject to subsection 2.5(b)), make a
portion of the Revolving Commitments available to the Company by making
swingline loans (each such loan, a "Swingline Loan") to the Company on any
Business Day during the period from the Restatement Date to the Revolving
Termination Date in accordance with the procedures set forth in this Section 2.5
in an aggregate principal amount at any one time outstanding not to exceed the
lesser of (x) the lesser of (1) the aggregate available amount of the Revolving
Commitments and (2) the Borrowing Base and (y) $25,000,000, notwithstanding the
fact that such Swingline Loans, when aggregated with the Swingline Lender's
outstanding Revolving Loans, may exceed the Swingline Lender's Revolving
Percentage of the aggregate amount of the Revolving Commitments; provided that
at no time shall the sum of the Effective Amount of all Swingline Loans,
Revolving Loans and L/C Obligations exceed the lesser of (1) the aggregate
amount of the Revolving Commitments and (2) the Borrowing Base. Subject to the
other terms and conditions hereof, the Company may borrow under this subsection
2.5(a), prepay pursuant to subsection 2.5(d) and reborrow pursuant to this
subsection 2.5(a) from time to time; provided that the Swingline Lender shall
not be obligated to make any Swingline Loan.

                (b) The Company shall provide the Administrative Agent and the
Swingline Lender irrevocable written notice (or notice by a telephone call
confirmed promptly by facsimile) of any Swingline Loan requested hereunder
(which notice must be received by the Swingline Lender and the Administrative
Agent prior to 12:00 p.m. (Chicago time) on the requested Borrowing Date)
specifying (i) the amount to be borrowed and (ii) the requested Borrowing Date,
which must be a Business Day. Upon receipt of such notice, the Swingline Lender
will promptly confirm with the Administrative Agent (by telephone or in writing)
that the Administrative Agent has received a copy of such notice from the
Company and, if not, the Swingline Lender will provide the Administrative Agent
with a copy thereof. If and only if the Administrative Agent notifies the
Swingline Lender on the proposed Borrowing Date that it may make available to
the Company the amount of the requested Swingline Loan, then, subject to the
terms and conditions hereof, the Swingline Lender may make the amount of the
requested Swingline Loan available to the Company by crediting the account of
the Company on the books of BofA with the amount of such Swingline Loan. The
Administrative Agent will not so notify the Swingline Lender if the
Administrative Agent has knowledge that (A) the limitations set forth in the
proviso set forth in the first sentence of subsection 2.5(a) are being violated
or would be violated by such Swingline Loan or (B) one or more conditions
specified in Article V is not then satisfied. Each Swingline Loan shall be in an
aggregate principal amount equal to $500,000 or a higher integral multiple of
$100,000. The Swingline Lender will promptly notify the Administrative Agent of
the amount of each Swingline Loan.

                (c) Principal of and accrued interest on each Swingline Loan
shall be due and payable (i) on demand made by the Swingline Lender at any time
upon one Business Day's prior notice to the Company with a copy to the
Administrative Agent furnished at or before 10:45 a.m. (Chicago time), and (ii)
in any event on the Revolving Termination Date. Interest on Swingline



                                      -42-
<PAGE>   53

Loans shall be for the sole account of the Swingline Lender (except to the
extent that the other Lenders have funded the purchase of participations therein
pursuant to subsection 2.5(e)).

                (d) The Company may, from time to time on any Business Day, make
a voluntary prepayment, in whole or in part, of the outstanding principal amount
of any Swingline Loan, without incurring any premium or penalty; provided that

                                (i) each such voluntary prepayment shall require
                        prior written notice given to the Administrative Agent
                        and the Swingline Lender no later than 1:00 p.m.
                        (Chicago time) on the day on which the Company intends
                        to make a voluntary prepayment, and

                                (ii) each such voluntary prepayment shall be in
                        an amount equal to $500,000 or a higher integral
                        multiple of $100,000 (or, if less, the aggregate
                        outstanding principal amount of all Swingline Loans then
                        outstanding).

        Voluntary prepayments of Swingline Loans shall be made by the Company to
the Swingline Lender at such office as the Swingline Lender may designate by
notice to the Company from time to time. All such payments shall be made in
Dollars and in immediately available funds no later than 4:00 p.m. (Chicago
time) on the date specified by the Company pursuant to clause (i) above (and any
payment received later than such time shall be deemed to have been received on
the next Business Day). The Swingline Lender will promptly notify the
Administrative Agent of the amount of each prepayment of Swingline Loans.

                (e) If (i) any Swingline Loan shall remain outstanding at 11:00
a.m. (Chicago time) on the Business Day immediately prior to a Business Day on
which Swingline Loans are due and payable pursuant to subsection 2.5(c) and by
such time on such Business Day the Administrative Agent shall have received
neither (A) a Notice of Borrowing delivered pursuant to Section 2.3 requesting
that Revolving Loans be made pursuant to subsection 2.1(b) on such following
Business Day in an amount at least equal to the aggregate principal amount of
such Swingline Loans, nor (B) any other notice indicating the Company's intent
to repay such Swingline Loans with funds obtained from other sources, or (ii)
any Swingline Loans shall remain outstanding during the existence of an
Unmatured Event of Default or Event of Default and the Swingline Lender shall in
its sole discretion notify the Administrative Agent that the Swingline Lender
desires that such Swingline Loans be converted into Revolving Loans, then the
Administrative Agent shall be deemed to have received a Notice of Borrowing from
the Company pursuant to Section 2.3 requesting that Base Rate Loans be made
pursuant to subsection 2.1(b) on the following Business Day in an amount equal
to the aggregate amount of such Swingline Loans, and the procedures set forth in
subsections 2.3(b) and 2.3(c) shall be followed in making such Base Rate Loans;
provided that such Base Rate Loans shall be made notwithstanding the Company's
failure to comply with Section 5.2; and provided, further, that if a Borrowing
of Revolving Loans becomes legally impracticable and if so required by the
Swingline Lender at the time such Revolving Loans are required to be made by the
Revolving Lenders in accordance with this subsection 2.5(e), each Revolving
Lender agrees that in lieu of making Revolving Loans as described in this
subsection 2.5(e), such Revolving Lender shall purchase a participation from the
Swingline Lender in the applicable Swingline Loans in an



                                      -43-
<PAGE>   54

amount equal to such Revolving Lender's Revolving Percentage of such Swingline
Loans, and the procedures set forth in subsections 2.3(b) and 2.3(c) shall be
followed in connection with the purchases of such participations. The proceeds
of such Base Rate Loans (or participations purchased) shall be delivered by the
Administrative Agent to the Swingline Lender to repay such Swingline Loans (or
as payment for such participations). A copy of each notice given by the
Administrative Agent to the Revolving Lenders pursuant to this subsection 2.5(e)
with respect to the making of Loans, or the purchases of participations, shall
be promptly delivered by the Administrative Agent to the Company. Each Revolving
Lender's obligation in accordance with this Agreement to make the Revolving
Loans, or purchase the participations, as contemplated by this subsection
2.5(e), shall be absolute and unconditional and shall not be affected by any
circumstance, including (1) any set-off, counterclaim, recoupment, defense or
other right which such Revolving Lender may have against the Swingline Lender,
the Company or any other Person for any reason whatsoever, (2) the occurrence or
continuance of an Unmatured Event of Default, an Event of Default or a Material
Adverse Effect or (3) any other circumstance, happening or event whatsoever,
whether or not similar to any of the foregoing.

        2.6 Termination or Reduction of Revolving Commitments.

                (a) The Company may, upon not less than three Business Days'
prior written notice to the Administrative Agent, permanently reduce the
Revolving Commitments to an amount which is not less than the sum of the
Effective Amount of all Revolving Loans plus the Effective Amount of all
Swingline Loans plus the Effective Amount of all L/C Obligations. Any such
reduction shall be in an aggregate amount of $10,000,000 or a higher integral
multiple of $5,000,000. The Company may at any time on like notice terminate the
Revolving Commitments upon payment in full of all Revolving Loans and Swingline
Loans and Cash Collateralization in full of all L/C Obligations.

                (b) In addition, after (and to the extent not applied to) the
payment in full of all Term Loans pursuant to subsection 2.8(a), upon the
occurrence of any Mandatory Prepayment Event, the Revolving Commitments shall be
reduced by the amount of all Designated Proceeds resulting from such Mandatory
Prepayment Event, with each such reduction effective at the time required in
subsection 2.8(a) for a prepayment of Term Loans resulting from such Mandatory
Prepayment Event; provided, that upon any Mandatory Prepayment Event arising
from the transfer of Accounts Receivable under a Permitted Receivables Facility
under clause (viii) of subsection 2.8(a), (i) the Revolving Loans shall be
repaid in an amount equal to the Designated Proceeds from such transfer, (ii)
the Revolving Commitments shall be reduced by the full amount of all Designated
Proceeds from such transfer until the Revolving Commitments have been reduced to
zero and (iii) no such Designated Proceeds shall be applied to the Term Loans
until the Revolving Commitments have so been reduced to zero.

                (c) Once reduced in accordance with this Section, the Revolving
Commitments may not be increased (including pursuant to Section 2.16). Any
reduction of the Revolving Commitments shall be applied to the Revolving
Commitment of each Revolving Lender according to its Revolving Percentage. All
accrued commitment fees to, but not including, the effective date of any
reduction or termination of the Revolving Commitments shall be paid on the
effective date of such reduction or termination.



                                      -44-
<PAGE>   55

        2.7 Optional Prepayments.

                (a) Subject to Section 4.4, (i) the Company may, from time to
time, upon irrevocable written notice to the Administrative Agent (which notice
must be received by 11:00 a.m. (Chicago time) one Business Day prior to the
requested day of prepayment in the case of Base Rate Loans and 11:00 a.m.
(Chicago time) three Business Days prior to the date of prepayment in the case
of Offshore Rate Loans), prepay any Borrowing of Revolving Loans in whole or in
part, without premium or penalty, in an aggregate amount of $5,000,000 or a
higher integral multiple of $100,000 and (ii) the Company may, from time to
time, upon not less than three Business Days' irrevocable notice to the
Administrative Agent, prepay any Borrowing of Term Loans in whole or in part,
without premium or penalty, in an aggregate amount of $5,000,000 or a higher
integral multiple of $100,000.

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

        2.8 Mandatory Prepayments of Loans. (a) The Company (or, in the case of
clause (iii), if the Administrative Agent is holding the proceeds of insurance
or condemnation as additional Collateral pursuant to the terms of a Security
Agreement or any Mortgage, the Administrative Agent) shall make a prepayment of
the Term Loans upon the occurrence of any of the following (each a "Mandatory
Prepayment Event") at the following times and in the following amounts (such
applicable amounts being referred to as "Designated Proceeds"):

                                (i) Within 180 days after any sale, transfer or
                        other disposition by the Company or any Subsidiary of
                        any asset (other than assets described in clause (ii)
                        below), other than sales of Inventory, Assets Held for
                        Sale and transfers of Accounts Receivable pursuant to a
                        Permitted Receivables Facility and dispositions of
                        obsolete, unused, surplus or unnecessary equipment, in
                        each case in the ordinary course of business, to a
                        Person other than the Company or a Subsidiary, in an
                        amount equal to 100% of the Net Cash Proceeds of such
                        sale, transfer or other disposition; provided that (A)
                        the foregoing shall not apply (x) to sales, transfers or
                        other dispositions of such assets the proceeds (or an
                        amount equal to anticipated proceeds) of which are used
                        or committed to be used by the Company for the financing
                        of the replacement or substitution of such assets being
                        sold prior to or within 180 days after any such sale,
                        (y) to the extent that the Net Cash Proceeds of all such
                        sales, transfers or other



                                      -45-
<PAGE>   56

                        dispositions in any fiscal year are less than $5,000,000
                        or (z) to proceeds of Sale/Leaseback Transactions
                        permitted under Section 8.18 and (B) the Company and its
                        Subsidiaries may retain the first $25,000,000 of Net
                        Cash Proceeds of any sale, transfer or other disposition
                        of the Company's San Jose Plant #3 received by the
                        Company and its Subsidiaries in the aggregate after the
                        Restatement Date, and shall not be required to prepay
                        Term Loans in an amount equal to such proceeds, and such
                        proceeds shall not constitute "Designated Proceeds"
                        hereunder.

                                (ii) Within 30 days after any sale, transfer or
                        other disposition (including by way of merger or
                        consolidation) by the Company or any Subsidiary of any
                        of the Capital Stock of any of the Company's operating
                        Subsidiaries to a Person other than the Company or a
                        Subsidiary, in an amount equal to 100% of the Net Cash
                        Proceeds of such sale, transfer or other disposition.

                                (iii) Within 180 days after the receipt of any
                        insurance or condemnation proceeds (or other similar
                        recoveries) by Parent, the Company or any Subsidiary or
                        by the Administrative Agent (to the extent the
                        Administrative Agent is holding the insurance or
                        condemnation proceeds as additional Collateral pursuant
                        to Section 6 of a Security Agreement or any provision of
                        any Mortgage) from any casualty loss incurred by Parent,
                        the Company or any Subsidiary or condemnation of
                        property, in an amount equal to 100% of such insurance
                        or condemnation proceeds (or other similar recoveries)
                        net of any collection expenses; provided that no such
                        prepayment shall be required (x) to the extent such
                        proceeds (or an amount equal to anticipated proceeds)
                        are used by the Company, or will be so used prior to or
                        within 180 days after the date of receipt of such
                        proceeds for the financing of the replacement,
                        substitution or restoration of the assets sustaining
                        such casualty loss or condemnation or (y) to the extent
                        that all such insurance or condemnation proceeds
                        received in any fiscal year is less than $5,000,000.

                                (iv) Promptly, and in any event within 15 days,
                        after the receipt of any Net Cash Proceeds from any
                        issuance of equity securities of Parent, the Company or
                        any Subsidiary (including a Public Offering, but
                        excluding (x) any issuance of shares of Capital Stock
                        pursuant to any employee or director stock option
                        program, benefit plan or compensation program and (y)
                        issuances of equity securities (the Net Cash Proceeds of
                        which are used within 90 days of receipt thereof to
                        finance Acquisitions permitted under subsection
                        8.4(i))), in an amount equal to 50% of such Net Cash
                        Proceeds.

                                (v) Promptly, and in any event within 15 days,
                        after the receipt of any Net Cash Proceeds from the
                        issuance of any Other Debt of the Company or any
                        Subsidiary, in an amount equal to 100% of such Net Cash
                        Proceeds.



                                      -46-
<PAGE>   57

                                (vi) If the amount of net proceeds received on
                        issuance of any Qualified Notes exceeds the amount of
                        net proceeds received by the Company upon the issuance
                        of the New Subordinated Notes or upon any prior issuance
                        of Qualified Notes, promptly, and in any event within 15
                        days, after the receipt of the proceeds of such notes by
                        the Company in an amount equal to such excess.

                                (vii) Within 95 days after the end of each
                        fiscal year (commencing with the fiscal year ending June
                        30, 2002), in an amount equal to 75% of Excess Cash Flow
                        for such fiscal year (provided that if the aggregate
                        unpaid principal amount of the Term Loans as of the end
                        of such fiscal year is less than $150,000,000, then no
                        prepayment shall be required pursuant to this clause
                        (vii)).

                                (viii) Subject to the proviso to subsection
                        2.6(b), immediately following any transfer by the
                        Company or any Subsidiary of Accounts Receivable
                        pursuant to a Permitted Receivables Facility, in an
                        amount equal to the Net Cash Proceeds of such transfer
                        (provided, that if the Permitted Receivables Facility is
                        a revolving program, the Designated Proceeds available
                        for application to the Loans and/or Revolving
                        Commitments from such Permitted Receivables Facility
                        under this clause (viii) shall not exceed the maximum
                        outstanding amount of such Permitted Receivables
                        Facility (without giving effect to any reduction in such
                        amount but giving effect to any increase in such
                        amount)).

                                (ix) Concurrently with the receipt of any Net
                        Cash Proceeds from the issuance of any Indebtedness by
                        Parent, in an amount equal to 100% of the Net Cash
                        Proceeds thereof.

All prepayments of Term Loans pursuant to this subsection 2.8(a) shall be
applied to the installments of the Term Loans (x) in inverse order of maturity,
in the case of prepayments pursuant to clauses (v), (vi) and (ix) and (y) pro
rata, in the case of prepayments pursuant to clauses (i), (ii), (iii), (iv),
(vii) and (viii); provided, that Designated Proceeds arising under clause (viii)
shall only be applied to the Term Loans after the Revolving Commitments have
been reduced to zero pursuant to subsection 2.6(b); provided, further, that if
the Company offers to any Lender holding Term Loans the right to waive any such
prepayment, and any such Lender notifies the Administrative Agent of such
Lender's waiver of such prepayment not later than two Business Days prior to the
date upon which such prepayment is due, 100% of the portion of any prepayment
which would have been applied to such Lender's Term Loans may be retained by the
Company or used by the Company for purposes not prohibited by this Agreement
(including the making of any payment to shareholders of the Company or holders
of Subordinated Debt of the Company not prohibited by Section 8.16).

                (b) If on any day the Effective Amount of all Revolving Loans
plus the Effective Amount of all Swingline Loans plus the Effective Amount of
all L/C Obligations exceeds the lesser of (x) the Borrowing Base and (y) the
Revolving Commitments, the Company shall immediately prepay Revolving Loans
and/or Swingline Loans or Cash Collateralize the



                                      -47-
<PAGE>   58

outstanding Letters of Credit, or do a combination of the foregoing, in an
amount sufficient to eliminate such excess.

                (c) If on any date the Effective Amount of L/C Obligations
exceeds the amount of the L/C Commitment, the Company shall Cash Collateralize
on such date the outstanding Letters of Credit in an amount equal to the excess
of the L/C Obligations over the amount of the L/C Commitment.

        2.9 Repayment.

                (a) The Term Credit. The Company shall repay the Term Loans in
quarterly installments on the last Business Day of each fiscal quarter,
commencing on June 30, 2001, in the amount set forth opposite the period below
in which such quarterly date occur:

<TABLE>
<CAPTION>
              Payment Date                Payment Amount
              ------------                --------------
<S>                                       <C>
              June 30, 2001               $1,037,500 plus the Specified Percentage (as
                                          defined below) of the principal amount of any
                                          Additional Term Loans theretofore made hereunder

              September 30, 2001          $1,037,500 plus the Specified Percentage of the
                                          principal amount of any Additional Term Loans
                                          theretofore made hereunder

              December 31, 2001           $1,037,500 plus the Specified Percentage of the
                                          principal amount of any Additional Term Loans
                                          theretofore made hereunder

              March 31, 2002              $1,037,500 plus the Specified Percentage of the
                                          principal amount of any Additional Term Loans
                                          theretofore made hereunder

              June 30, 2002               $1,037,500 plus the Specified Percentage of the
                                          principal amount of any Additional Term Loans
                                          theretofore made hereunder

              September 30, 2002          $1,037,500 plus the Specified Percentage of the
                                          principal amount of any Additional Term Loans
                                          theretofore made hereunder

              December 31, 2002           $1,037,500 plus the Specified Percentage of the
                                          principal amount of any Additional Term Loans
                                          theretofore made hereunder

              March 31, 2003              $1,037,500 plus the Specified Percentage of the
                                          principal amount of any Additional Term Loans
                                          theretofore made hereunder
</TABLE>



                                      -48-
<PAGE>   59

<TABLE>
<S>                                       <C>
              June 30, 2003               $1,037,500 plus the Specified Percentage of the
                                          principal amount of any Additional Term Loans
                                          theretofore made hereunder

              September 30, 2003          $1,037,500 plus the Specified Percentage of the
                                          principal amount of any Additional Term Loans
                                          theretofore made hereunder

              December 31, 2003           $1,037,500 plus the Specified Percentage of the
                                          principal amount of any Additional Term Loans
                                          theretofore made hereunder

              March 31, 2004              $1,037,500 plus the Specified Percentage of the
                                          principal amount of any Additional Term Loans
                                          theretofore made hereunder

              June 30, 2004               $1,037,500 plus the Specified Percentage of the
                                          principal amount of any Additional Term Loans
                                          theretofore made hereunder

              September 30, 2004          $1,037,500 plus the Specified Percentage of the
                                          principal amount of any Additional Term Loans
                                          theretofore made hereunder

              December 31, 2004           $1,037,500 plus the Specified Percentage of the
                                          principal amount of any Additional Term Loans
                                          theretofore made hereunder

              March 31, 2005              $1,037,500 plus the Specified Percentage of the
                                          principal amount of any Additional Term Loans
                                          theretofore made hereunder

              June 30, 2005               $1,037,500 plus the Specified Percentage of the
                                          principal amount of any Additional Term Loans
                                          theretofore made hereunder

              September 30, 2005          $1,037,500 plus the Specified Percentage of the
                                          principal amount of any Additional Term Loans
                                          theretofore made hereunder

              December 31, 2005           $1,037,500 plus the Specified Percentage of the
                                          principal amount of any Additional Term Loans
                                          theretofore made hereunder

              March 31, 2006              $1,037,500 plus the Specified Percentage of the
                                          principal amount of any Additional Term Loans
                                          theretofore made hereunder
</TABLE>



                                      -49-
<PAGE>   60

<TABLE>
<S>                                       <C>
              June 30, 2006               $1,037,500 plus the Specified Percentage of the
                                          principal amount of any Additional Term Loans
                                          theretofore made hereunder

              September 30, 2006          $1,037,500 plus the Specified Percentage of the
                                          principal amount of any Additional Term Loans
                                          theretofore made hereunder

              December 31, 2006           $1,037,500 plus the Specified Percentage of the
                                          principal amount of any Additional Term Loans
                                          theretofore made hereunder

              March 31, 2007              $1,037,500 plus the Specified Percentage of the
                                          principal amount of any Additional Term Loans
                                          theretofore made hereunder

              June 30, 2007               $97,525,000 plus the Specified Percentage of the
                                          principal amount of any Additional Term Loans
                                          theretofore made hereunder

              September 30, 2007          $97,525,000 plus the Specified Percentage of the
                                          principal amount of any Additional Term Loans
                                          theretofore made hereunder

              December 31, 2007           $97,525,000 plus the Specified Percentage of the
                                          principal amount of any Additional Term Loans
                                          theretofore made hereunder

              March 31, 2008              All Term Loans then outstanding.
</TABLE>

        For purposes of the foregoing table, "Specified Percentage" means for
any Additional Term Loan:

                                (i) for each Payment Date from June 30, 2001
                        through March 31, 2007, the percentage which $1,037,500
                        is of the aggregate principal amount of all Term Loans
                        (other than Additional Term Loans) outstanding on the
                        date such Additional Term Loan was made; and

                                (ii) for June 30, 2007, September 30, 2007 and
                        December 31, 2007, the percentage which $97,525,000 is
                        of the aggregate principal amount of all Term Loans
                        (other than Additional Term Loans) outstanding on the
                        date such Additional Term Loan was made.

        The amount of any scheduled payment in the table above based upon a
Specified Percentage of any Additional Term Loan shall be adjusted to account
for any prepayment made after the making of such Additional Term Loan and prior
to the date of such scheduled payment.



                                      -50-
<PAGE>   61

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

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

                (b) Interest on each Loan shall be paid in arrears on each
Interest Payment Date therefor. Interest shall also be paid on the date of any
prepayment of Offshore Rate Loans under Section 2.7 or 2.8 for the portion of
the Loans so prepaid and upon payment (including prepayment) in full thereof.

                (c) Notwithstanding subsection 2.10(a), during the existence of
any Event of Default, the Company shall pay interest (after as well as before
entry of judgment thereon to the extent permitted by law) on the principal
amount of all outstanding Loans and, to the extent permitted by applicable law,
on any other amount payable hereunder or under any other Loan Document, at a
rate per annum equal to the rate otherwise applicable thereto pursuant to the
terms hereof or such other Loan Document (or, if no such rate is specified, the
Base Rate plus the Applicable Base Rate Margin then in effect for Revolving
Loans) plus 2%. All such interest shall be payable on demand.

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

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

                (a) Arranger and Agency Fees. The Company shall pay fees to the
Agents for their own accounts and agency fees to the Administrative Agent for
the Administrative Agent's own account, in each case as required by the letter
agreement (the "Fee Letter") among the Company, the Arrangers and the Agents
dated April 6, 2001.

                (b) Commitment Fees. The Company shall pay to the Administrative
Agent for the account of each Revolving Lender a commitment fee calculated at a
rate per annum equal to the Commitment Fee Rate on the average daily unused
portion of such Revolving Lender's Revolving Commitment, computed on a quarterly
basis in arrears on the last Business Day of each fiscal quarter based upon the
daily utilization for that quarter as calculated by the Administrative Agent.
For purposes of calculating utilization under this subsection, the



                                      -51-
<PAGE>   62

Revolving Commitments shall be deemed used to the extent of the Effective Amount
of all Revolving Loans then outstanding (but Swingline Loans shall not
constitute usage of any Revolving Lender's Revolving Commitment for the purpose
of calculating commitment fees) plus the Effective Amount of all L/C Obligations
then outstanding. Such commitment fee shall accrue from the Restatement Date to
the Revolving Termination Date and shall be due and payable quarterly in arrears
on the last Business Day of each fiscal quarter, with the final payment to be
made on the Revolving Termination Date. The commitment fees provided in this
subsection shall accrue at all times after the Restatement Date, including at
any time during which one or more conditions in Article V are not met.

        2.12 Computation of Fees and Interest. (a) All computations of interest
for Base Rate Loans when the Base Rate is determined by BofA's "reference rate"
shall be made on the basis of a year of 365 or 366 days, as the case may be, and
actual days elapsed. All other computations of interest and fees shall be made
on the basis of a 360-day year and actual days elapsed. Interest and fees shall
accrue during each period during which interest or such fees are computed from
the first day thereof to the last day thereof.

                (b) Each determination of an interest rate by the Administrative
Agent shall be prima facie evidence thereof. The Administrative Agent will, at
the request of the Company or any Lender, deliver to the Company or such Lender,
as the case may be, a statement showing the quotations used by the
Administrative Agent in determining any interest rate and the resulting interest
rate.

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

                (b) Whenever any payment is due on a day other than a Business
Day, such payment shall be made on the preceding Business Day, and such
shortening of time shall in such case be reflected in the computation of
interest or fees, as the case may be.

                (c) Unless the Administrative Agent receives notice from the
Company prior to the date on which any payment is due to the Lenders that the
Company will not make such payment in full as and when required, the
Administrative Agent may assume that the Company has made such payment in full
to the Administrative Agent on such date in immediately available funds and the
Administrative Agent may (but shall not be so required), in reliance upon such
assumption, distribute to each Lender on such due date an amount equal to the
amount then due such Lender. If and to the extent the Company has not made such
payment in full to the Administrative Agent, each Lender shall repay to the
Administrative Agent on demand such



                                      -52-
<PAGE>   63

amount distributed to such Lender, together with interest thereon at the Federal
Funds Rate for each day from the date such amount is distributed to such Lender
until the date repaid.

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

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

        2.15 Sharing of Payments, Etc. If, other than as expressly provided
elsewhere herein, any Lender shall obtain on account of the Loans made by it any
payment (whether voluntary, involuntary, through the exercise of any right of
set-off, or otherwise) in excess of its ratable share of such payment
(determined in accordance with the provisions of this Agreement), such Lender
shall immediately (a) notify the Administrative Agent of such fact and (b)
purchase from the other Lenders such participations in the Loans made by them as
shall be necessary to cause such purchasing Lender to share the excess payment
pro rata with each other Lender; provided that if all or any portion of such
excess payment is thereafter recovered from the purchasing Lender, such purchase
shall to that extent be rescinded and each other Lender shall repay to the
purchasing Lender the purchase price paid therefor, together with an amount
equal to such paying Lender's ratable share (according to the proportion of (i)
the amount of such paying Lender's required repayment to (ii) the total amount
so recovered from the purchasing Lender) of any interest or other amount paid or
payable by the purchasing Lender in respect of the total amount so recovered.
The Company agrees that any Lender so purchasing a participation from



                                      -53-
<PAGE>   64

another Lender may, to the fullest extent permitted by law, exercise all its
rights of payment (including the right of set-off, but subject to Section 11.10)
with respect to such participation as fully as if such Lender were the direct
creditor of the Company in the amount of such participation. The Administrative
Agent will keep records (which shall be conclusive and binding in the absence of
manifest error) of participations purchased under this Section and will in each
case notify the Lenders following any such purchases or repayments.

        2.16 Optional Increase. (a) The Company may, at any time or times during
the term of this Agreement, by written notice in the form of Exhibit J to the
Administrative Agent, make one or more requests that the aggregate amount of the
Revolving Commitments be increased, or that Commitments to make Additional Term
Loans be committed to, in an aggregate amount (for all such increases) not to
exceed $100,000,000 (each, a "Commitment Increase"), with any such Commitment
Increase to be effective as of a date (the "Increase Date") specified in the
related notice to the Administrative Agent that is at least 30 Business Days
after the date of such notice; provided, however, that (i) no Event of Default
or Unmatured Event of Default shall have occurred and be continuing and (ii) the
Company shall be in compliance with all financial covenants set forth in
Sections 8.11, 8.12, 8.13 and 8.14 on a pro forma basis for the period of four
consecutive fiscal quarters ending on the last day of the last completed fiscal
quarter immediately preceding the date the Commitment Increase is proposed to
become effective (on the assumption that the full amount of Indebtedness
represented by the Commitment Increase was outstanding for the entire such
period).

                (b) The Administrative Agent shall promptly notify the Lenders
(as well as any other financial institution specified by the Company and
reasonably acceptable to the Administrative Agent (each such financial
institution that is not a Lender, a "Proposed New Lender")) of the request by
the Company for the Commitment Increase, which notice shall include (A) the
proposed amount of the requested Commitment Increase, (B) the proposed Increase
Date and (C) the date by which Lenders and Proposed New Lenders wishing to
participate in the Commitment Increase must commit to participate in such
Commitment Increase (the "Commitment Date"), which date shall be no later than
five Business Days prior to the Increase Date.

                (c) Each Lender and Proposed New Lender that is willing to
participate in such Commitment Increase (each, an "Increasing Lender") shall
give written notice to the Administrative Agent no later than 10:00 a.m. (San
Francisco time) on the Commitment Date of the amount by which it is willing to
participate in such Commitment Increase, which amount shall not exceed the
amount of the requested Commitment Increase. It shall be in each Lender's sole
discretion whether to offer to participate in such Commitment Increase. If the
Lenders and Proposed New Lenders notify the Administrative Agent that they are
willing to increase the amount of their respective Commitments by an aggregate
amount that exceeds the amount of the requested Commitment Increase, the
Commitment Increase shall be allocated among the Lenders and Proposed New
Lenders willing to participate therein in the manner specified by the Company
and the Administrative Agent.

                (d) Promptly following (but in no event later than two Business
Days after) the Commitment Date with respect to any Commitment Increase, the
Administrative Agent shall



                                      -54-
<PAGE>   65

notify the Company as to the amount, if any, of the requested Commitment
Increase in which the Lenders and Proposed New Lenders are willing to
participate.

                (e) On each Increase Date, each Proposed New Lender that accepts
an offer to participate in the requested Commitment Increase as a Lender shall
become a Lender party to this Agreement as of such Increase Date (each a "New
Lender"), with a Revolving Commitment and/or Term Commitment, and the Revolving
Commitment of each Increasing Lender for the requested Commitment Increase shall
be increased, or, if applicable, each Increasing Lender shall have a Term
Commitment, in each case as of the Increase Date in the amount set forth in its
notice delivered to the Administrative Agent in accordance with subsection
2.16(c) (or by the amount allocated to such Lender or Proposed New Lender
pursuant to the last sentence of subsection 2.16(c)); provided, however, that
the Administrative Agent shall have received on or before noon (San Francisco
time) on such Increase Date the following, each dated such date:

                                (i) (A) a certificate of a Responsible Officer
                        of the Company stating that no Event of Default or
                        Unmatured Event of Default has occurred and is
                        continuing, or would result from the Commitment
                        Increase, (B) instruments executed by each Guarantor
                        reaffirming its respective obligations under the Loan
                        Documents after giving effect to the Commitment
                        Increase, (C) in the event that, after giving effect to
                        such Commitment Increase, the principal amount of the
                        Term Loans outstanding plus the aggregate Revolving
                        Commitments would exceed the maximum principal amount
                        secured by the Mortgages, if the Administrative Agent
                        requests, amendments to the Mortgages in form and
                        substance satisfactory to the Administrative Agent
                        increasing the maximum principal amount secured by the
                        Mortgages so that such amount is not less than the
                        principal amount of the Term Loans and Revolving
                        Commitments, after giving effect to such Commitment
                        Increase, together with such endorsements to the related
                        title insurance policies held by the Administrative
                        Agent as the Administrative Agent may request and (D)
                        such other approvals, opinions or documents as any
                        Lender through the Administrative Agent may reasonably
                        request in connection with the Commitment Increase;

                                (ii) an assumption letter in the form of Annex 2
                        to Exhibit J duly executed by each New Lender; and

                                (iii) confirmation from each Increasing Lender
                        of the increase in the amount of its Revolving
                        Commitment or, if applicable, its Term Commitment, in
                        the form of Annex 1 to Exhibit J.

                (f) On each Increase Date, upon fulfillment of the conditions
set forth in subsection 2.16(e), the Administrative Agent shall notify the
Lenders and the Company, on or before 1:00 p.m. (San Francisco time) by
facsimile of the occurrence of the Commitment Increase to be effected on such
Increase Date. Each Increasing Lender and each New Lender shall, before 2:00
p.m. (San Francisco time) on the applicable Increase Date, make available to the
Administrative Agent in immediately available funds, (A) in the case of any New
Lender, an



                                      -55-
<PAGE>   66

amount equal to (x) in the case of an increase to the Revolving Commitments,
such New Lender's Revolving Percentage (after giving effect to such Commitment
Increase) of all Revolving Loans then outstanding and (y) in the case of the
creation of Term Commitments, in the amount of such New Lender's Term Commitment
and (B) in the case of any Increasing Lender, an amount equal to (x) in the case
of an increase to the Revolving Commitments, the excess of (1) such Increasing
Lender's Revolving Percentage (after giving effect to such Commitment Increase)
of all Revolving Loans then outstanding over (2) such Increasing Lender's
Revolving Percentage (immediately prior to giving effect to such Commitment
Increase) of all Revolving Loans then outstanding and (y) in the case of the
creation of Term Commitments, in the amount of such Increasing Lender's Term
Commitment. After the Administrative Agent's receipt of such funds from each
Increasing Lender and each New Lender, the Administrative Agent will promptly
thereafter cause to be distributed like funds to the other Lenders holding
Revolving Loans or Term Loans, as applicable, in an amount to each such Lender
such that the aggregate amount owing to each Lender after giving effect to such
distribution equals such Lender's ratable share of all Loans then outstanding
(calculated after giving effect to such Commitment Increase). If any Increase
Date shall occur on a date that is not the last day of the Interest Period for
all Revolving Loans or Term Loans bearing interest based on the Offshore Rate
then outstanding (x) the Company shall pay any amounts owing pursuant to Section
4.4 to any Lender whose proportionate share of any outstanding Offshore Rate
Loan is decreased as a result of the distributions to Lenders under this
subsection 2.16(f), and (y) for each outstanding Borrowing of Offshore Rate
Loans, each Offshore Rate Loan made by the respective Increasing Lenders and New
Lenders pursuant to this subsection 2.16(f) shall be deemed to be funded at the
applicable Offshore Rate for such Borrowing.

                                   ARTICLE III

                              THE LETTERS OF CREDIT

        3.1 The Letter of Credit Subfacility. (a) On the terms and conditions
set forth herein: (i) the Issuing Lender agrees, (A) from time to time on any
Business Day during the period from the Restatement Date to the Revolving
Termination Date to issue Letters of Credit for the account of the Company, and
to amend Letters of Credit previously issued by it, in accordance with
subsections 3.2(c) and 3.2(d), and (B) to honor drawings which comply with the
terms of the Letters of Credit Issued by it; and (ii) the Revolving Lenders
severally agree to participate in Letters of Credit Issued for the account of
the Company; provided that the Issuing Lender shall not be obligated to Issue,
and no Revolving Lender shall be obligated to participate in, any Letter of
Credit if as of the date of Issuance of such Letter of Credit (the "Issuance
Date") (1) the sum of the Effective Amount of all L/C Obligations plus the
Effective Amount of all Revolving Loans plus the Effective Amount of all
Swingline Loans exceeds the lesser of (x) the aggregate amount of all Revolving
Commitments and (y) the Borrowing Base, (2) the Effective Amount of all L/C
Obligations exceeds the amount of the L/C Commitment or (3) with respect to any
particular Revolving Lender, the sum of the participation of such Revolving
Lender in the Effective Amount of all L/C Obligations plus the outstanding
principal amount of the Revolving Loans of such Revolving Lender shall exceed
such Revolving Lender's Revolving Commitment. Within the foregoing limits, and
subject to the other terms and conditions hereof, the Company's ability to
obtain Letters of Credit shall be fully revolving, and, accordingly, the Company
may,



                                      -56-
<PAGE>   67

during the foregoing period, obtain Letters of Credit to replace Letters of
Credit which have expired or which have been drawn upon and reimbursed.

                (b) The Issuing Lender shall not be under any obligation to
Issue any Letter of Credit if:

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

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

                                (iii) the expiry date of such Letter of Credit
                        is after the Revolving Termination Date, or, in the case
                        of a Commercial Letter of Credit, the expiry date of
                        such Letter of Credit is less than 15 days prior to the
                        Revolving Termination Date, unless all of the Revolving
                        Lenders have approved such expiry date in writing;

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

                                (v) such Letter of Credit is denominated in a
                        currency other than Dollars.

        3.2 Issuance, Amendment and Extension of Letters of Credit. (a) Each
Letter of Credit shall be issued upon the irrevocable written request of the
Company received by the Issuing Lender and the Administrative Agent at least
four Business Days (or such shorter time as the Issuing Lender and the
Administrative Agent may agree in a particular instance in their sole
discretion) prior to the proposed date of issuance. Each such request for
issuance of a Letter of Credit shall be by facsimile, confirmed immediately in
an original writing, in the form of an L/C



                                      -57-
<PAGE>   68

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

                (b) At least two Business Days prior to the Issuance of any
Letter of Credit, the Issuing Lender will confirm with the Administrative Agent
(by telephone or in writing) that the Administrative Agent has received a copy
of the L/C Application or L/C Amendment Application from the Company and, if
not, the Issuing Lender will provide the Administrative Agent with a copy
thereof. If and only if the Administrative Agent notifies the Issuing Lender on
or before the Business Day immediately preceding the proposed date of Issuance
of a Letter of Credit that the Issuing Lender may Issue such Letter of Credit,
then, subject to the terms and conditions hereof, the Issuing Lender shall, on
the requested date, Issue such Letter of Credit for the account of the Company
in accordance with the Issuing Lender's usual and customary business practices.
The Administrative Agent shall not give such notice if the Administrative Agent
has knowledge that (A) such Issuance is not then permitted under subsection
3.1(a) as a result of the limitations set forth in clause (1) or (2) thereof or
(B) the Issuing Lender has received a notice described in subsection 3.1(b)(ii).
The Administrative Agent will promptly notify the Lenders of any Letter of
Credit Issuance hereunder.

                (c) From time to time while a Letter of Credit is outstanding
and prior to the Revolving Termination Date, the Issuing Lender will, upon the
written request of the Company received by the Issuing Lender (with a copy sent
by the Company to the Administrative Agent) at least four Business Days (or such
shorter time as the Issuing Lender and the Administrative Agent may agree in a
particular instance in their sole discretion) prior to the proposed date of
amendment, amend any Letter of Credit issued by it. Each such request for
amendment of a Letter of Credit shall be made by facsimile, confirmed
immediately in an original writing, made in the form of an L/C Amendment
Application and shall specify in form and detail satisfactory to the Issuing
Lender: (i) the Letter of Credit to be amended; (ii) the proposed date of
amendment of such Letter of Credit (which shall be a Business Day); (iii) the
nature of the proposed amendment; and (iv) such other matters as the Issuing
Lender may require. The Issuing Lender shall not have any obligation to amend
any Letter of Credit if the Issuing Lender would have no obligation at such time
to Issue such Letter of Credit in its amended form under the terms of this
Agreement.

                (d) The Issuing Lender and the Lenders agree that, while a
Standby Letter of Credit is outstanding and prior to the Revolving Termination
Date, at the option of the Company and upon the written request of the Company
received by the Issuing Lender (with a copy sent by the Company to the
Administrative Agent) at least four Business Days (or such shorter time as the
Issuing Lender and the Administrative Agent may agree in a particular instance
in their sole discretion) prior to the proposed date of notification of
extension, the Issuing Lender shall be entitled, with the approval of the
Administrative Agent, to authorize the automatic extension of any Standby Letter
of Credit issued by it. Each such request for extension of a Standby Letter of
Credit shall be made by facsimile, confirmed immediately in an original writing,
in the form of an L/C Amendment Application, and shall specify in form and
detail satisfactory to the



                                      -58-
<PAGE>   69

Issuing Lender: (i) the Letter of Credit to be extended; (ii) the proposed date
of notification of extension of such Letter of Credit (which shall be a Business
Day); (iii) the revised expiry date of such Letter of Credit (which, unless all
Lenders otherwise consent in writing, shall be prior to the Revolving
Termination Date); and (iv) such other matters as the Issuing Lender may
require. The Issuing Lender shall not be under any obligation to extend any
Letter of Credit if: (A) the Issuing Lender would have no obligation at such
time to Issue or amend such Letter of Credit in its extended form under the
terms of this Agreement; or (B) the beneficiary of such Letter of Credit does
not accept the proposed extension of such Letter of Credit. If any outstanding
Letter of Credit shall provide that it shall be automatically extended unless
the beneficiary thereof receives notice from the Issuing Lender that such Letter
of Credit shall not be extended, and if at the time of extension the Issuing
Lender would be entitled to authorize the automatic extension of such Letter of
Credit in accordance with this subsection 3.2(d) upon the request of the Company
but the Issuing Lender shall not have received any L/C Amendment Application
from the Company with respect to such extension or other written direction by
the Company with respect thereto, the Issuing Lender shall nonetheless be
permitted to allow such Letter of Credit to be extended, subject to the approval
of the Administrative Agent, and the Company and the Lenders hereby authorize
such extension, and, accordingly, the Issuing Lender shall be deemed to have
received an L/C Amendment Application from the Company requesting such
extension.

                (e) The Issuing Lender may, at its election (or as required by
the Administrative Agent at the direction of the Required Lenders), deliver any
notices of termination or other communications to any Letter of Credit
beneficiary or transferee, and take any other action as necessary or
appropriate, at any time and from time to time, in order to cause the expiry
date of such Letter of Credit to be, in the case of Standby Letters of Credit, a
date not later than the Revolving Termination Date, and in the case of
Commercial Letters of Credit, a date not later than 15 days prior to the
Revolving Termination Date.

                (f) This Agreement shall control in the event of any conflict
with any L/C-Related Document (other than, as between the beneficiary and the
Issuing Lender, any Letter of Credit).

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

                (h) The Issuing Lender shall deliver to the Administrative
Agent, on the last day of each calendar month (or, if such day is not a Business
Day, the next succeeding Business Day) and upon the date of each payment by the
Company of the letter of credit fee referred to in subsection 3.8(a), a report
setting forth as of such day the aggregate Effective Amount of all L/C
Obligations outstanding on such date, and the Administrative Agent shall
promptly forward copies of such report to all Revolving Lenders.

        3.3 Risk Participations, Drawings and Reimbursements.

                (a) Immediately upon the Issuance of each Letter of Credit, each
Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally
agrees to, purchase from



                                      -59-
<PAGE>   70

the Issuing Lender a participation in such Letter of Credit and each drawing
thereunder in an amount equal to the product of (i) such Revolving Lender's
Revolving Percentage times (ii) the maximum amount available to be drawn under
such Letter of Credit and the amount of such drawing, respectively.

                (b) In the event of any request for a drawing under a Letter of
Credit by the beneficiary or transferee thereof, the Issuing Lender will
promptly notify the Company and the Administrative Agent. The Company shall
reimburse the Issuing Lender on each date that any amount is paid by the Issuing
Lender under any Letter of Credit (each such date, an "Honor Date") in an amount
equal to the amount so paid by the Issuing Lender. If the Company fails to
reimburse the Issuing Lender for the full amount of any drawing under any Letter
of Credit on the Honor Date, the Issuing Lender will promptly notify the
Administrative Agent and the Administrative Agent will promptly notify each
Revolving Lender thereof, and the Company shall be deemed to have requested that
Base Rate Loans be made by the Revolving Lenders to be disbursed on the Honor
Date under such Letter of Credit, subject to the amount of the unutilized
portion of the Revolving Commitments and subject to the conditions set forth in
Section 5.2 other than subsection 5.2(a). Any notice given by the Issuing Lender
or the Administrative Agent pursuant to this subsection 3.3(b) may be oral if
immediately confirmed in writing (including by facsimile); provided that the
lack of such an immediate confirmation shall not affect the conclusiveness or
binding effect of such notice.

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

                (d) With respect to any unreimbursed drawing that is not
converted into Revolving Loans consisting of Base Rate Loans in whole or in
part, because of the Company's failure to satisfy the conditions set forth in
Section 5.2 (other than subsection 5.2(a), which need not be satisfied) or for
any other reason, the Company shall be deemed to have incurred from the Issuing
Lender an L/C Borrowing in the amount of such drawing, which L/C Borrowing shall
be due and payable on demand (together with interest) and shall bear interest at
a rate per annum equal to the Base Rate plus the Applicable Base Rate Margin
then in effect for Revolving Loans plus 2% per annum, and each Revolving
Lender's payment to the Issuing Lender pursuant to subsection 3.3(c) shall be
deemed payment in respect of its participation in such L/C Borrowing



                                      -60-
<PAGE>   71

and shall constitute an L/C Advance from such Revolving Lender in satisfaction
of its participation obligation under this Section 3.3.

                (e) Each Revolving Lender's obligation in accordance with this
Agreement to make Revolving Loans or L/C Advances, as contemplated by this
Section 3.3, as a result of a drawing under a Letter of Credit, shall be
absolute and unconditional and without recourse to the Issuing Lender and shall
not be affected by any circumstance, including (i) any set-off, counterclaim,
recoupment, defense or other right which such Revolving Lender may have against
the Issuing Lender, the Company or any other Person for any reason whatsoever,
(ii) the occurrence or continuance of an Event of Default, an Unmatured Event of
Default or a Material Adverse Effect or (iii) any other circumstance, happening
or event whatsoever, whether or not similar to any of the foregoing; provided
that each Revolving Lender's obligation to make Revolving Loans under this
Section 3.3 is subject to the conditions set forth in Section 5.2.

        3.4 Repayment of Participations. (a) Upon (and only upon) receipt by the
Administrative Agent for the account of the Issuing Lender of immediately
available funds from the Company (i) in reimbursement of any payment made by the
Issuing Lender under a Letter of Credit with respect to which any Revolving
Lender has paid the Administrative Agent for the account of the Issuing Lender
for such Revolving Lender's participation in such Letter of Credit pursuant to
Section 3.3 or (ii) in payment of interest thereon, the Administrative Agent
will pay to each Revolving Lender, in like funds as those received by the
Administrative Agent for the account of the Issuing Lender, the amount of such
Revolving Lender's Revolving Percentage of such funds, and the Issuing Lender
shall receive the amount of the Revolving Percentage of such funds of any
Revolving Lender that did not so pay the Administrative Agent for the account of
the Issuing Lender.

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

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

                (b) No Agent-Related Person, Issuing Lender nor any of their
respective correspondents, participants or assignees shall be liable to any
Lender for: (i) any action taken or omitted in connection herewith at the
request or with the approval of the Lenders (including the



                                      -61-
<PAGE>   72

Required Lenders, as applicable); (ii) any action taken or omitted in the
absence of gross negligence or willful misconduct; or (iii) the due execution,
effectiveness, validity or enforceability of any L/C-Related Document.

                (c) The Company hereby assumes all risks of the acts or
omissions of any beneficiary or transferee with respect to its use of any Letter
of Credit; provided that this assumption is not intended to, and shall not,
preclude the Company's pursuing such rights and remedies as it may have against
the beneficiary or transferee at law or under this Agreement or any other
agreement. No Agent-Related Person, Issuing Lender nor any of their respective
correspondents, participants or assignees shall be liable or responsible for any
of the matters described in clauses (i) through (vii) of Section 3.6; provided
that, anything in such clauses to the contrary notwithstanding, the Company may
have a claim against the Issuing Lender, and the Issuing Lender may be liable to
the Company, to the extent, but only to the extent, of any direct, as opposed to
consequential or exemplary, damages suffered by the Company which the Company
proves were caused by the Issuing Lender's willful misconduct or gross
negligence or the Issuing Lender's willful failure to pay under any Letter of
Credit after the presentation to it by the beneficiary of a sight draft and
certificate(s) strictly complying with the terms and conditions of such Letter
of Credit. In furtherance and not in limitation of the foregoing: (i) the
Issuing Lender may accept documents that appear on their face to be in order,
without responsibility for further investigation, regardless of any notice or
information to the contrary; and (ii) the Issuing Lender shall not be
responsible for the validity or sufficiency of any instrument transferring or
assigning or purporting to transfer or assign a Letter of Credit or the rights
or benefits thereunder or proceeds thereof, in whole or in part, which may prove
to be invalid or ineffective for any reason.

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

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

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

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



                                      -62-
<PAGE>   73

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

                                (v) any payment by the Issuing Lender under any
                        Letter of Credit against presentation of a draft or
                        certificate that does not strictly comply with the terms
                        of such Letter of Credit; or any payment made by the
                        Issuing Lender under any Letter of Credit to any Person
                        purporting to be a trustee in bankruptcy,
                        debtor-in-possession, assignee for the benefit of
                        creditors, liquidator, receiver or other representative
                        of or successor to any beneficiary or any transferee of
                        any Letter of Credit, including any arising in
                        connection with any Insolvency Proceeding;

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

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

        3.7 Cash Collateral Pledge. If any Letter of Credit remains outstanding
and partially or wholly undrawn as of the Revolving Termination Date, then the
Company shall immediately Cash Collateralize the L/C Obligations in an amount
equal to the maximum amount then available to be drawn under all Letters of
Credit.

        3.8 Letter of Credit Fees. (a) The Company shall pay to the
Administrative Agent for the account of each Revolving Lender a letter of credit
fee with respect to each Letter of Credit equal to the L/C Fee Rate per annum of
the daily maximum amount available to be drawn on such Letter of Credit,
computed for each day such Letter of Credit is outstanding in arrears on the
last Business Day of each fiscal quarter; provided that, during the existence of
any Event of Default, the L/C Fee Rate shall be increased by 2% per annum.

                (b) The Company shall pay to the Issuing Lender a letter of
credit fronting fee for each Letter of Credit Issued equal to 0.25% per annum of
the daily maximum amount available to be drawn on such Letter of Credit,
computed for each day such Letter of Credit is outstanding, on the last Business
Day of each fiscal quarter and on the Revolving Termination Date (or such later
date on which such Letter of Credit shall expire or be fully drawn).

                (c) The letter of credit fees payable under subsection 3.8(a)
and the fronting fees payable under subsection 3.8(b) shall be due and payable
quarterly in arrears on the last Business Day of each fiscal quarter during
which Letters of Credit are outstanding, commencing



                                      -63-
<PAGE>   74

on the first such quarterly date to occur after the Restatement Date, to the
Revolving Termination Date (or such later date upon which all outstanding
Letters of Credit shall expire or be fully drawn), with the final payment to be
made on the Revolving Termination Date (or such later date). For purposes of
calculating the fees payable under subsection 3.8(a) and subsection 3.8(b), any
undrawn Commercial Letter of Credit shall be considered outstanding and
available to be drawn upon for 15 days after its expiry date.

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

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

        3.10 Non-Dollar Letters of Credit. The Company, the Administrative
Agent, the Issuing Lender and all of the Lenders (i) agree that, upon the
request of the Company, the Issuing Lender may (in its sole discretion) issue
Letters of Credit ("Non-Dollar Letters of Credit") in currencies other than
Dollars and (ii) further agree as follows with respect to such Non-Dollar
Letters of Credit:

                (a) The Company agrees that its reimbursement obligation under
subsection 3.3(b) and any resulting L/C Borrowing, in each case in respect of a
drawing under any Non-Dollar Letter of Credit, (i) shall be payable in Dollars
at the Dollar Equivalent of such obligation in the currency in which such
Non-Dollar Letter of Credit was issued (determined on the date of payment) and
(ii) shall bear interest at a rate per annum equal to the sum of the Overnight
Rate plus the Applicable Offshore Rate Margin for Revolving Loans plus 3% for
each day from and including the Honor Date to but excluding the date such
obligation is paid in full (it being understood that any payment received after
10:30 a.m., Chicago time, on any day shall be deemed received on the following
Business Day).

                (b) Each Lender agrees that its obligation to make Revolving
Loans under subsection 3.3(b) and to make L/C Advances for any unpaid
reimbursement obligation or L/C Borrowing in respect of a drawing under any
Non-Dollar Letter of Credit shall be payable in Dollars at the Dollar Equivalent
of such obligation in the currency in which such Non-Dollar Letter of Credit was
issued (calculated on the date of payment) (and any such amount which is not
paid when due shall bear interest at a rate per annum equal to the Overnight
Rate plus, beginning on the third Business Day after such amount was due, the
Applicable Offshore Rate Margin for Revolving Loans).

                (c) For purposes of determining whether there is availability
for the Company to request, continue or convert any Loan, or request, extend or
increase the face amount of any Letter of Credit, the Dollar Equivalent of the
Effective Amount of each Non-Dollar Letter of Credit shall be calculated on the
date such Loan is to be made, continued or converted or such Letter of Credit is
to be issued, extended or increased.



                                      -64-
<PAGE>   75

                (d) For purposes of determining (i) the amount of the unused
portion of the Revolving Commitments under subsection 2.11(b), (ii) the letter
of credit fee under subsection 3.8(a) and (iii) the letter of credit fronting
fee under subsection 3.8(b), the Dollar Equivalent of the Effective Amount of
any Non-Dollar Letter of Credit shall be determined on each of (1) the date of
an issuance, extension or change in the stated amount of such Non-Dollar Letter
of Credit, (2) the date of any payment by the Issuing Lender in respect of a
drawing under such Non-Dollar Letter of Credit, (3) the last day of each
calendar month and (4) each day on which the aggregate amount of the Revolving
Commitments and/or L/C Commitment is reduced.

                (e) If, on the last day of any calendar month or any day on
which the aggregate amount of the Revolving Commitments and/or L/C Commitment is
reduced, the sum of the Effective Amount of all Revolving Loans plus the
Effective Amount of all Letters of Credit plus the Effective Amount of all
Swingline Loans (valuing the Effective Amount of, and all reimbursement
obligations and L/C Borrowings of the Company in respect of, any Non-Dollar
Letter of Credit at the Dollar Equivalent thereof as of such day) would exceed
the aggregate amount of the Revolving Commitments, then the Company will
immediately eliminate such excess by prepaying Revolving Loans and/or Swingline
Loans and/or causing one or more Letters of Credit to be reduced or terminated.

                (f) If, for the purposes of obtaining judgment in any court, it
is necessary to convert a sum due in respect of any Non-Dollar Letter of Credit
in one currency into another currency, the rate of exchange used shall be that
at which in accordance with normal banking procedures the Issuing Lender could
purchase the first currency with such other currency on the Business Day
preceding that on which final judgment is given. The obligation of the Company
in respect of any such sum due from it to the Administrative Agent, the Issuing
Lender or any Lender hereunder shall, notwithstanding any judgment in a currency
(the "Judgment Currency") other than that in which such sum is denominated in
accordance with the applicable provisions of the applicable Non-Dollar Letter of
Credit (the "Agreement Currency"), be discharged only to the extent that on the
Business Day following receipt by the Issuing Lender of any sum adjudged to be
so due in the Judgment Currency, the Issuing Lender may in accordance with
normal banking procedures purchase the Agreement Currency with the Judgment
Currency. If the amount of the Agreement Currency so purchased is less than the
sum originally due to the Issuing Lender in the Agreement Currency, the Company
agrees, as a separate obligation and notwithstanding any such judgment, to
indemnify the Administrative Agent, the Issuing Lender or the Lender to whom
such obligation was owing against such loss. If the amount of the Agreement
Currency so purchased is greater than the sum originally due to the Issuing
Lender in such currency, the Issuing Lender agrees to return the amount of any
excess to the Company (or to any other Person who may be entitled thereto under
applicable law).

                (g) For purposes of this Section, "Overnight Rate" means, for
any day, the rate of interest per annum at which overnight deposits in the
applicable currency, in an amount approximately equal to the amount with respect
to which such rate is being determined, would be offered for such day by the
London Branch of BofA to major banks in the London or other applicable offshore
interbank market. The Overnight Rate for any day which is not a Business Day (or
on which dealings are not carried on in the applicable offshore interbank
market) shall be the Overnight Rate for the immediately preceding Business Day.



                                      -65-
<PAGE>   76

                                   ARTICLE IV

                     TAXES, YIELD PROTECTION AND ILLEGALITY

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

                (b) Subject to subsection 4.1(g), the Company agrees to
indemnify and hold harmless each Lender and the Administrative Agent for the
full amount of Taxes, Other Taxes and Further Taxes paid by such Lender in the
amount necessary to preserve the amount such Lender would have received
hereunder if such Taxes, Other Taxes or Further Taxes had not been imposed, and
any liability (including penalties, interest, additions to tax and reasonable
out-of-pocket expenses) arising therefrom or with respect thereto, whether or
not such Taxes, Other Taxes or Further Taxes were correctly or legally asserted;
provided, however, that the Company shall not have to indemnify any Lender or
the Administrative Agent for Taxes, Other Taxes, Further Taxes, penalties,
additions to tax or expenses arising as a result of the gross negligence or
wilful misconduct of such Person. Payment under this subsection 4.1(b) shall be
made within 30 days from the date such Lender or the Administrative Agent makes
written demand therefor and provides reasonable evidence of the payment of such
Taxes, Other Taxes or Further Taxes.

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

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

                                (ii) the Company shall make such deductions and
                        withholdings; and

                                (iii) the Company shall pay the full amount
                        deducted or withheld to the relevant taxing authority or
                        other authority in accordance with applicable law.

                (d) Within 10 days after the date the Company receives any
receipt for the payment of Taxes, Other Taxes or Further Taxes, the Company
shall furnish to the Administrative Agent the original or a certified copy of
such receipt evidencing payment thereof, or other evidence of payment
satisfactory to the Administrative Agent and the Administrative Agent will
promptly provide a copy thereof to all interested Lenders.

                (e) If the Company is required to pay additional amounts to any
Lender or the Administrative Agent pursuant to subsection (b) of this Section or
Section 4.3, then such Lender



                                      -66-
<PAGE>   77

shall use reasonable efforts (consistent with legal and regulatory restrictions)
to change the jurisdiction of its Lending Office so as to reduce or eliminate
any such additional payment by the Company which may thereafter accrue, if such
change in the sole judgment of such Lender is not otherwise disadvantageous to
such Lender.

                (f) If any Lender or the Administrative Agent receives a refund
in respect of any Taxes, Other Taxes or Further Taxes as to which it has been
indemnified by the Company pursuant to this Section 4.1, it shall repay such
refund (to the extent of amounts that have been paid by the Company under this
Section 4.1 with respect to such refund and not previously reimbursed) to the
Company, net of all out-of-pocket expenses of such Lender or the Administrative
Agent and without any interest.

                (g) The Company shall not be required to pay additional amounts
to the Administrative Agent or any Lender pursuant to this Section 4.1 to the
extent that the obligation to pay such additional amounts would not have arisen
but for a failure by the Administrative Agent or such Lender to comply with
Section 10.10.

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

                (b) After the date hereof, if a Lender determines that it is
unlawful to maintain any Offshore Rate Loan, the Company shall, upon its receipt
of notice of such fact and demand from such Lender (with a copy to the
Administrative Agent), prepay in full such Offshore Rate Loan, together with
interest accrued thereon and any amount required under Section 4.4, either on
the last day of the Interest Period thereof, if such Lender may lawfully
continue to maintain such Offshore Rate Loan to such day, or on such earlier
date on which such Lender may no longer lawfully continue to maintain such
Offshore Rate Loan (as determined by such Lender). If the Company is required to
so prepay any Offshore Rate Loan, then concurrently with such prepayment, the
Company shall borrow from the affected Lender, in the amount of such repayment,
a Base Rate Loan.

                (c) If the obligation of any Lender to make or maintain Offshore
Rate Loans has been terminated or suspended pursuant to subsection (a) or (b)
above, all Loans which would otherwise be made by such Lender as Offshore Rate
Loans shall be instead Base Rate Loans.

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



                                      -67-
<PAGE>   78

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

                (b) After the date hereof, if any Lender shall have determined
that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in
any Capital Adequacy Regulation, (iii) any change in the interpretation or
administration of any Capital Adequacy Regulation by any central bank or other
Governmental Authority charged with the interpretation or administration thereof
or (iv) compliance by such Lender (or its Lending Office) or any Person
controlling such Lender with any Capital Adequacy Regulation, affects or would
affect the amount of capital required or expected to be maintained by such
Lender or any Person controlling such Lender and (taking into consideration such
Lender's or such Person's policies with respect to capital adequacy and such
Lender's desired return on capital) determines that the amount of such capital
is increased as a consequence of any of its Commitments, Loans, credits or
obligations under this Agreement, then, upon demand of such Lender to the
Company through the Administrative Agent, the Company shall pay to such Lender,
from time to time as specified by such Lender, additional amounts sufficient to
compensate such Lender for such increase.

                (c) This Section 4.3 shall not require the Company to reimburse
the Administrative Agent or any Lender for any Taxes which are otherwise covered
by the indemnity set forth in Section 4.1 or any Excluded Taxes.

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

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

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

                (c) the failure of the Company to make any prepayment in
accordance with any notice delivered under Section 2.7;



                                      -68-
<PAGE>   79

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

                (e) the automatic conversion under subsection 2.4(a) of any
Offshore Rate Loan to a Base Rate Loan on a day that is not the last day of the
relevant Interest Period;

including any such loss or expense arising from the liquidation or reemployment
of funds obtained by it to maintain its Offshore Rate Loans or from fees payable
to terminate the deposits from which such funds were obtained. For purposes of
calculating amounts payable by the Company to the Lenders under this Section and
under subsection 4.3(a), each Offshore Rate Loan made by a Lender (and each
related reserve, special deposit or similar requirement) shall be conclusively
deemed to have been funded at the IBOR used in determining the Offshore Rate for
such Offshore Rate Loan by a matching deposit or other borrowing in the
interbank eurodollar market for a comparable amount and for a comparable period,
whether or not such Offshore Rate Loan is in fact so funded. In connection with
any assignment by any of BofA, Chase or BTCo. pursuant to Section 11.8(a) of any
portion of the Loans or Commitments made prior to the earlier to occur of (i)
the completion of the syndication of the facilities hereunder (as determined by
the Arrangers) and (ii) 180 days following the Restatement Date, if the Company
has an Offshore Rate Loan outstanding an interest in which is being assigned,
then, unless the assigning Lender in its discretion agrees otherwise, the
Company shall be deemed to have repaid any such Offshore Rate Loan as of such
date and this Section 4.4 shall apply to any such deemed repayment.

        4.5 Inability to Determine Rates. If the Administrative Agent determines
that for any reason adequate and reasonable means do not exist for determining
the Offshore Rate for any requested Interest Period with respect to a proposed
Offshore Rate Loan, or the Required Lenders determine (and notify the
Administrative Agent) that the Offshore Rate applicable pursuant to subsection
2.10(a) for any requested Interest Period with respect to a proposed Offshore
Rate Loan does not adequately and fairly reflect the cost to such Lenders of
funding such Loan, the Administrative Agent will promptly so notify the Company
and each Lender. Thereafter, the obligation of the Lenders to make or maintain
Offshore Rate Loans hereunder shall be suspended until the Administrative Agent,
with the consent of the Required Lenders, revokes such notice in writing. Upon
receipt of such notice, the Company may revoke any Notice of Borrowing or Notice
of Conversion/Continuation then submitted by it. If the Company does not revoke
such Notice, the Lenders shall make, convert or continue the Loans, as proposed
by the Company, in the amount specified in the applicable notice submitted by
the Company, but such Loans shall be made, converted or continued as Base Rate
Loans instead of Offshore Rate Loans.

        4.6 Certificates of Lenders. Any Lender claiming reimbursement or
compensation under this Article IV shall deliver to the Company (with a copy to
the Administrative Agent) a certificate setting forth in reasonable detail the
basis for such claim and a calculation of the amount payable to such Lender and
such certificate shall be prima facie evidence thereof. The Company shall not be
required to make any payment to any Lender pursuant to Section 4.3 which is
attributable to any period of time occurring more than 180 days prior to the
date of any certificate described in the immediately preceding sentence
delivered by such Lender to the



                                      -69-
<PAGE>   80

Company; provided that if the event or circumstance giving rise to any such
payment under Section 4.3 is retroactive, the 180-day period referred to above
will be extended to include the period of retroactive effect of the event or
circumstance giving rise to such payment.

        4.7 Substitution of Lenders. In the event the Company becomes obligated
to pay additional amounts to any Lender pursuant to Section 4.3 or the
circumstances described in Section 4.2 exist with respect to any Lender, the
Company may designate another Lender (with such other Lender's consent) which is
acceptable to the Administrative Agent, the Issuing Lender and the Swingline
Lender in their sole discretion (such other Lender being herein called a
"Replacement Lender") to purchase the Loans of such Lender and such Lender's
rights hereunder, without recourse to or warranty by, or expense to, such Lender
for a purchase price equal to the outstanding principal amount of the Loans
payable to such Lender plus any accrued but unpaid interest on such Loans and
accrued but unpaid commitment fees in respect of such Lender's Commitments and
any other amounts payable to such Lender under this Agreement, and to assume all
the obligations of such Lender hereunder, and, upon such purchase, such Lender
shall no longer be a party hereto or have any rights hereunder (other than
indemnities and other similar rights applicable to such Lender prior to the date
of such assignment and assumption) and shall be relieved from all obligations to
the Company hereunder, and the Replacement Lender shall succeed to the rights
and obligations of such Lender hereunder; without limiting the generality of the
foregoing, the Replacement Lender or the Company shall bear the processing fee
referred to in subsection 11.8(a) in any such substitution.

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

                                    ARTICLE V

                              CONDITIONS PRECEDENT

        5.1 Conditions to Effectiveness. This Agreement shall become effective
on the date (the "Restatement Date") each of the conditions precedent set forth
in this Section 5.1 has been satisfied or waived with the consent of the
Required Lenders (or, with respect to subsection 5.1(f), with the consent of the
Persons entitled to receive payment). The effectiveness of this Agreement is
subject to the conditions that the Administrative Agent shall have received all
of the following, in form and substance satisfactory to each Agent and each
Lender, and (except for the New Notes) in sufficient copies for the
Administrative Agent and each Lender:

                (a) Credit Agreement. This Agreement executed by the Company and
the Lenders.

                (b) Incumbency. A certificate of the Secretary or an Assistant
Secretary of the Company, Parent and Mike Mac certifying the names and true
signatures of the officers of such Person authorized to execute, deliver and
perform this Agreement and all other Loan Documents to be delivered by it
hereunder.

                (c) Organization Documents; Good Standing. Each of the following
documents:



                                      -70-
<PAGE>   81

                                (i) for the Company, Parent and Mike Mac, the
                        articles or certificate of incorporation and the bylaws
                        of each such Person, as the case may be, as in effect on
                        the Restatement Date, certified by the Secretary or
                        Treasurer of such Person, as of the Restatement Date;
                        and

                                (ii) a good standing certificate for the
                        Company, Parent and Mike Mac from the Secretary of State
                        (or similar applicable Governmental Authority) of the
                        jurisdiction of its organization.

                (d) Legal Opinions.

                                (i) An opinion of Gibson, Dunn & Crutcher LLP,
                        special counsel to the Company, Parent and Mike Mac,
                        substantially in the form of Exhibit I-1, and

                                (ii) An opinion of internal counsel to the
                        Company, Parent and Mike Mac, substantially in the form
                        of Exhibit I-2.

                (e) Notes. Notes payable to the order of each of the Lenders who
have requested a Note under subsection 2.2(b) (collectively, the "New Notes").

                (f) Payment of Fees. Evidence of payment by the Company of all
accrued and unpaid fees, costs and expenses to the extent then due and payable
on the Restatement Date, together with Attorney Costs of the Administrative
Agent and Banc of America Securities LLC to the extent invoiced at least three
Business Days prior to the Restatement Date, plus such additional amounts of
Attorney Costs as shall constitute the Administrative Agent's reasonable
estimate of Attorney Costs incurred or to be incurred by it or Banc of America
Securities LLC through the Restatement Date (provided that such estimate shall
not thereafter preclude final settling of accounts between the Company and the
Administrative Agent), including such costs, fees and expenses arising under or
referenced in Section 11.4.

                (g) Confirmation. A confirmation from Parent and Mike Mac,
substantially in the form of Exhibit T hereto.

                (h) Certificate. A certificate signed by a Responsible Officer,
dated as of the Restatement Date, stating that:

                                (i) the representations and warranties contained
                        in Article VI are true and correct in all material
                        respects on and as of such date, as though made on and
                        as of such date;

                                (ii) no Event of Default or Unmatured Event of
                        Default exists or will result from the effectiveness of
                        this Agreement; and

                                (iii) no event or circumstance has occurred
                        since June 30, 2000 that has resulted, or would
                        reasonably be expected to result, in a Material Adverse
                        Effect.



                                      -71-
<PAGE>   82

                (i) Tender Offers. Evidence satisfactory to the Agents that: the
Company shall have accepted for payment and provided, pursuant to arrangements
satisfactory to the Agents, for the payment of not less than 90% of the
outstanding principal amount of the Old Subordinated Notes pursuant to the Old
Subordinated Note Tender Offer and each of the conditions precedent to the
purchases pursuant thereto shall have been satisfied to the satisfaction of the
Administrative Agent; the Company shall have accepted for payment and provided,
pursuant to arrangements satisfactory to the Agents, for the payment of not less
than 90% of the outstanding principal amount of the Old Parent Discount Notes
pursuant to the Old Parent Discount Note Tender Offer and each of the conditions
precedent to the purchases pursuant thereto shall have been satisfied to the
satisfaction of the Administrative Agent; and all terms and conditions of the
Tender Offers and the Consent Solicitations shall be satisfactory to the Agents
(including the maximum tender price and the aggregate amount of all fees and
commissions paid to any information agent, solicitation agent, dealer manager or
Person performing any similar role) and each Tender Offer and Consent
Solicitation shall comply with the Tender Offer Documents and all applicable
laws (including Rule 14e-1 under the Exchange Act and other Federal and state
securities laws and regulations). There shall have been delivered to the Agents
true and correct copies of all Tender Offer Documents, all of which shall be in
form and substance satisfactory to the Agents.

                (j) Consent Solicitations. Evidence satisfactory to the Agents
that (i) the Company shall have received sufficient Old Subordinated Note
Consents pursuant to the Old Subordinated Note Consent Solicitation to authorize
the execution and delivery of the Old Subordinated Note Supplemental Indenture
and the Old Subordinated Note Supplemental Indenture shall have been duly
executed and delivered by the Company, all guarantors of the Old Subordinated
Notes and the Old Subordinated Note Trustee and all conditions to the
effectiveness thereof shall have been satisfied or that all Old Subordinated
Notes shall have been tendered to Bankers Trust Company, as depositary under the
Old Subordinated Note Tender Offer, and not withdrawn and, subject to the terms
of the Old Subordinated Note Tender Offer, the right to withdraw such tenders
shall have expired and (ii) the Company shall have received sufficient Old
Parent Discount Note Consents pursuant to the Old Parent Discount Note Consent
Solicitation to authorize the execution and delivery of the Old Parent Discount
Note Supplemental Indenture and the Old Parent Discount Note Supplemental
Indenture shall have been duly executed and delivered by the Parent and the Old
Parent Discount Note Trustee and all conditions to the effectiveness thereof
shall have been satisfied or that all Old Parent Discount Notes shall have been
tendered to Bankers Trust Company, as depositary under the Old Parent Discount
Note Tender Offer, and not withdrawn and, subject to the terms of the Old Parent
Discount Note Tender Offer, the right to withdraw such tenders shall have
expired.

                (k) New Subordinated Notes. Evidence satisfactory to the Agents
that the Company shall have issued the New Subordinated Notes on terms and
conditions satisfactory to the Agents for gross proceeds of not less than
$300,000,000.

                (l) Documents. A copy, certified as true and correct by the
Secretary or the Treasurer of the Company, of each of (a) the New Subordinated
Indenture, (b) the New Subordinated Note Purchase Agreement and (c) the
registration rights agreement executed by the Company in connection with the
issuance of the New Subordinated Notes.



                                      -72-
<PAGE>   83

                (m) Solvency Certificates. A Solvency Certificate, substantially
in the form of Exhibit H-1, executed by a Responsible Officer of the Company and
a Solvency Certificate, substantially in the form of Exhibit H-2, executed by a
Responsible Officer of Parent.

                (n) Borrowing Base Certificate. A Borrowing Base Certificate
dated as of March 31, 2001, appropriately completed.

                (o) Other Documents. Such other approvals, opinions, documents
or materials as any Agent or any Lender may reasonably request.

        5.2 Conditions to All Credit Extensions. The obligation of each Lender
to make any Loan to be made by it and the obligation of the Issuing Lender to
Issue any Letter of Credit is subject to the satisfaction of the following
conditions precedent on the relevant Borrowing Date or Issuance Date:

                (a) Notice, Application. In the case of any Loan, the
Administrative Agent shall have received a Notice of Borrowing and, in the case
of any Issuance of any Letter of Credit, the Issuing Lender and the
Administrative Agent shall have received an L/C Application or L/C Amendment
Application, as required under Section 3.2.

                (b) Continuation of Representations and Warranties. The
representations and warranties in Article VI shall be true and correct in all
material respects on and as of such Borrowing Date or Issuance Date with the
same effect as if made on and as of such Borrowing Date or Issuance Date (except
to the extent such representations and warranties expressly refer to an earlier
date, in which case they shall be true and correct as of such earlier date).

                (c) No Existing Default. No Event of Default or Unmatured Event
of Default shall exist or shall result from such Borrowing or Issuance.

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

                                   ARTICLE VI

                         REPRESENTATIONS AND WARRANTIES

        Each of the Company and Parent represents and warrants to each Agent and
each Lender that:

        6.1 Corporate Existence and Power. Each of Parent, the Company and each
of its Subsidiaries:

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



                                      -73-
<PAGE>   84

                (b) has the power and authority and all governmental licenses,
authorizations, consents and approvals (i) to own its assets and to carry on its
business and (ii) to execute, deliver and perform its obligations under the Loan
Documents;

                (c) is duly qualified as a foreign corporation and is licensed
and in good standing under the laws of each jurisdiction where its ownership,
lease or operation of property or the conduct of its business requires such
qualification or license; and

                (d) is in compliance with all Requirements of Law;

except, in each case referred to in clause (b)(i), (c) or (d), to the extent
that the failure to do so would not reasonably be expected to have a Material
Adverse Effect.

        6.2 Corporate Authorization; No Contravention. The execution and
delivery by each of the Company and Parent of this Agreement and each other Loan
Document to which it is a party, the Borrowings hereunder, the execution and
delivery by each Subsidiary of each Loan Document to which it is a party, the
performance by each of the Company, Parent and each Subsidiary of its
obligations under each Loan Document to which it is a party and the incurrence
of the Obligations (i) are within the corporate powers of the Company, Parent
and each Subsidiary, as applicable, (ii) have been duly authorized by all
necessary corporate action on the part of the Company, Parent and each
Subsidiary (including any necessary shareholder action) and (iii) do not and
will not:

                (a) contravene the terms of any of the Organization Documents of
the Company, Parent or any Subsidiary;

                (b) conflict with or result in a breach or contravention of, or
the creation of any Lien (other than Liens in favor of the Administrative Agent)
under, any document evidencing any Contractual Obligation to which the Company,
Parent or any Subsidiary is a party or any order, injunction, writ or decree of
any Governmental Authority to which the Company, Parent, any Subsidiary or any
of their properties are subject; or

                (c) violate any Requirement of Law.

        6.3 Governmental Authorization. No approval, consent, exemption,
authorization or other action by, or notice to, or filing with, any Governmental
Authority is necessary or required for the execution, delivery or performance
by, or enforcement against, (i) the Company or Parent of this Agreement or any
other Loan Document to which it is a party or (ii) any Subsidiary with respect
to each Loan Document to which it is a party, except, in each case, for filings
required to perfect Liens in favor of the Administrative Agent granted under the
Loan Documents.

        6.4 Binding Effect. This Agreement and each other Loan Document to which
the Company or Parent is a party constitutes the legal, valid and binding
obligation of the Company or Parent, as the case may be, enforceable against the
Company or Parent, as the case may be, in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy, insolvency, or similar
laws affecting the enforcement of creditors' rights generally or by equitable
principles relating to enforceability; and with respect to each Subsidiary, each
Loan Document to which such Subsidiary is a party constitutes the legal, valid
and binding obligation



                                      -74-
<PAGE>   85

of such Subsidiary, enforceable against such Subsidiary in accordance with its
terms, except as enforceability may be limited by applicable bankruptcy,
insolvency or similar laws affecting the enforcement of creditors' rights
generally and by equitable principles relating to enforceability.

        6.5 Litigation. Except as specifically disclosed in Schedule 6.5, there
are no actions, suits, proceedings, claims or disputes pending or, to the best
knowledge of the Company, threatened or contemplated, at law, in equity, in
arbitration or before any Governmental Authority, against Parent, the Company or
any Subsidiary or any of their respective properties which: (a) purport to
affect or pertain to this Agreement or any other Loan Document, or any of the
transactions contemplated hereby or thereby; or (b) would reasonably be expected
to have a Material Adverse Effect. No injunction, writ, temporary restraining
order or other order of any nature has been issued by any court or other
Governmental Authority purporting to enjoin or restrain the execution, delivery
or performance of this Agreement or any other Loan Document, or directing that
the transactions provided for herein or therein not be consummated as herein or
therein provided.

        6.6 No Default. No Event of Default or Unmatured Event of Default exists
or would result from the incurring of any Obligations by the Company, Parent or
any Subsidiary. As of the Restatement Date, neither the Company nor any
Subsidiary is in default under or with respect to any Contractual Obligation in
any respect that, individually or together with all such defaults, would
reasonably be expected to have a Material Adverse Effect, or that would, if such
default had occurred after the Restatement Date, create an Event of Default
under subsection 9.1(e).

        6.7 ERISA Compliance.

                (a) Each Plan is in compliance in all material respects with the
applicable provisions of ERISA, the Code and other federal or state law. To the
best knowledge of the Company, nothing has occurred which would cause any Plan
which is intended to qualify under Section 401(a) of the Code to fail to be so
qualified. The Company and each ERISA Affiliate has made all required
contributions to any Plan subject to Section 412 of the Code, and no application
for a funding waiver or an extension of any amortization period pursuant to
Section 412 of the Code has been made within the last five years with respect to
any Plan.

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

                (c) (i) No ERISA Event has occurred or is reasonably expected to
occur that would reasonably be expected to have a Material Adverse Effect; (ii)
no contribution failure has occurred with respect to a Pension Plan sufficient
to give rise to a Lien under Section 302(f) of ERISA; and (iii) except for
liability the Company has incurred under the agreement between the Company and
the PBGC, dated April 7, 1997, as amended, neither the Company nor any ERISA
Affiliate has incurred, or reasonably expects to incur, any material liability
to the PBGC under Title IV of ERISA with respect to any Pension Plan.



                                      -75-
<PAGE>   86

        6.8 Use of Proceeds; Margin Regulations. The proceeds of the Loans are
to be used solely for the purposes set forth in and permitted by Sections 7.13
and 8.7. Neither the Company nor any Subsidiary is generally engaged in the
business of purchasing or selling Margin Stock or extending credit for the
purpose of purchasing or carrying Margin Stock.

        6.9 Title to Properties. Each of the Company and each Subsidiary has
good record and marketable title in fee simple to, or a valid leasehold interest
in, all real property necessary or used in the ordinary conduct of its
businesses, except for such defects in title as would not, individually or in
the aggregate, have a Material Adverse Effect. Each of the Company and each
Subsidiary has good title to all their other respective material properties and
assets (except for those assets disposed of not in violation of this Agreement
and the other Loan Documents and except for encumbrances and title defects that
would not be reasonably likely to have a Material Adverse Effect). As of the
Restatement Date, the property of the Company and its Subsidiaries is subject to
no Liens, other than Permitted Liens.

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

        6.11 Financial Condition. (a) The audited consolidated financial
statements of Parent dated June 30, 1998, June 30, 1999 and June 30, 2000, and
the related consolidated statements of income or operations, shareholders'
equity and cash flows for the fiscal periods ended on such dates:

                                (i) were prepared in accordance with GAAP
                        consistently applied throughout the periods covered
                        thereby, except as otherwise expressly noted therein;

                                (ii) present fairly the financial condition of
                        Parent and its Subsidiaries as of the dates thereof and
                        results of operations for the periods covered thereby;
                        and

                                (iii) except as specifically disclosed in
                        Schedule 6.11, show all material indebtedness and other
                        liabilities, direct or contingent, of Parent and its
                        Subsidiaries as of the date thereof, including
                        liabilities for taxes, material commitments and
                        Contingent Obligations, to the extent required by GAAP
                        to be shown on such financial statements.

                (b) Since June 30, 2000, there has been no Material Adverse
Effect.



                                      -76-
<PAGE>   87

                (c) The Company has furnished to each Agent and each Lender an
estimated consolidated pro forma balance sheet of Parent and its Subsidiaries as
of June 30, 2001 (giving effect to the Refinancing Transactions, assuming all
such transactions had occurred on June 30, 2001), prepared by the Company and
certified as true and correct in all material respects by a Responsible Officer
of the Company.

                (d) The Company has furnished to each Agent and each Lender
financial projections and covering the period from the commencement of the 2002
fiscal year through the 2010 fiscal year. Such projections were prepared by the
Company and its Subsidiaries in good faith on the basis of information and
assumptions that the Company and its senior management believed to be reasonable
as of the date of such projections and such assumptions are reasonable as of the
Restatement Date (it being understood that projections are subject to
significant uncertainties and contingencies, many of which are beyond the
Company's control, and that no assurance can be given that the projections will
be realized).

        6.12 Regulated Entities. None of Parent, the Company or any Subsidiary
is an "investment company" within the meaning of the Investment Company Act of
1940. None of Parent, the Company or any Subsidiary is subject to regulation
under the Public Utility Holding Company Act of 1935, the Federal Power Act, the
Interstate Commerce Act, any state public utilities code or any other Federal or
state statute or regulation limiting its ability to incur Indebtedness.

        6.13 No Burdensome Restrictions. None of Parent, the Company nor any
Subsidiary is a party to or bound by any Contractual Obligation or subject to
any restriction in any Organization Document or any Requirement of Law which
would reasonably be expected to have a Material Adverse Effect.

        6.14 Copyrights, Patents, Trademarks and Licenses, etc. The Company and
its Subsidiaries own or are licensed or otherwise have the right to use all of
the patents, trademarks, service marks, trade names, copyrights, trade secrets
and other similar rights ("Intellectual Property") that are necessary for the
operation of their respective businesses, without conflict with the rights of
any other Person except for Intellectual Property the failure of which to own or
be licensed or otherwise have the right to use, individually or in the
aggregate, would not be reasonably likely to have a Material Adverse Effect. All
of such Intellectual Property is subsisting, valid and enforceable, except to
the extent that the failure to be subsisting, valid and enforceable would not be
reasonably expected to have a Material Adverse Effect. Except to the extent set
forth on Schedule 6.14, there is no individual item of Intellectual Property the
loss of which would reasonably be expected to have a Material Adverse Effect. To
the best knowledge of the Company, no slogan or other advertising device,
product, process, method, substance, part or other material now employed, or now
contemplated to be employed, by the Company or any Subsidiary infringes upon any
rights held by any other Person except for any infringement which, individually
or in the aggregate, would not be reasonably likely to have a Material Adverse
Effect. Except as specifically disclosed on Schedule 6.5, no claim or litigation
regarding any of the foregoing is pending or, to the knowledge of the Company,
threatened against the Company or any Subsidiary, and no patent, invention,
device, application, principle or any statute, law, rule, regulation, standard
or code, relating in each case to Intellectual



                                      -77-
<PAGE>   88

Property, is, to the knowledge of the Company, pending or proposed, which, in
either case, would reasonably be expected to have a Material Adverse Effect.

        6.15 Subsidiaries. As of the Restatement Date, the Company has no
Subsidiaries other than those specifically disclosed in part (a) of Schedule
6.15 hereto and has no equity investments in any other corporation or entity
other than those specifically disclosed in part (b) of Schedule 6.15. As of the
Restatement Date, the Company has no Material Subsidiaries.

        6.16 Insurance. Except as specifically disclosed in Schedule 6.16, the
properties of the Company and its Subsidiaries are insured with financially
sound and reputable insurance companies not Affiliates of the Company, in such
amounts, with such deductibles and covering such risks as are customarily
carried by companies engaged in similar businesses and owning similar properties
in localities where the Company or such Subsidiary operates.

        6.17 Solvency, etc. On the Restatement Date (or, in the case of any
Person that becomes a party to any Loan Document after the Restatement Date, on
the date such Person becomes such a party), and immediately prior to and after
giving effect to the Issuance of each Letter of Credit and each Borrowing
hereunder and the use of the proceeds thereof, (a) each of the Company, Parent
and each Material Subsidiary will not have an unreasonably small capital, (b)
each of the Company, Parent and each Material Subsidiary will be solvent, will
be able to pay its liabilities as they mature and (c) both the fair value and
fair saleable value of the assets of the Company, Parent and each Material
Subsidiary exceeds the liabilities, respectively, of each of the Company, Parent
and each Material Subsidiary.

        6.18 Real Property. Set forth on Schedule 6.18 is a complete and
accurate list, as of the Restatement Date, of the address and legal description
of any real property owned by the Company or any Subsidiary.

        6.19 Swap Obligations. Neither the Company nor any of its Subsidiaries
has incurred any outstanding obligations under any Swap Contracts, other than
Permitted Swap Obligations. The Company has undertaken its own independent
assessment of its consolidated assets, liabilities and commitments and has
considered appropriate means of mitigating and managing risks associated with
such matters and has not relied on any swap counterparty or any Affiliate of any
swap counterparty in determining whether to enter into any Swap Contract.

        6.20 Senior Indebtedness. The Company's obligation to pay the
Obligations, including interest thereon and all fees, costs, expenses and
indemnities related thereto, constitutes "Designated Senior Debt" of the Company
as such term is defined in the New Subordinated Indenture. Parent's obligation
to pay its Guaranty Obligations under Article XII constitutes "Guarantor
Designated Senior Debt" of Parent as such term is defined in the New
Subordinated Indenture. The Company acknowledges that the Lenders and the
Administrative Agent have entered into this Agreement, and have extended
Commitments, in reliance upon the subordination provisions in the New
Subordinated Notes and the New Subordinated Indenture. If any Qualified Notes
are outstanding, the representations and warranties in this Section shall be
deemed made with respect to Qualified Notes and the related Qualified Indenture
to the same extent made with respect to New Subordinated Notes and the New
Subordinated Indenture.



                                      -78-
<PAGE>   89

        6.21 Environmental Warranties. Except as set forth in Schedule 6.21:

                (a) all facilities and property (including underlying
groundwater) owned or leased by the Company or any of its Subsidiaries are in
compliance with all Environmental Laws, except for such non-compliance as would
not reasonably be expected to result in a Material Adverse Effect;

                (b) there are no pending or, to the best knowledge of the
Company, threatened Environmental Claims, except for such Environmental Claims
that are not reasonably likely, either singly or in the aggregate, to result in
a Material Adverse Effect;

                (c) there have been no Releases of Hazardous Materials at, on or
under any property now or, to the best of the Company's knowledge, previously
owned or leased by the Company or any of its Subsidiaries that, singly or in the
aggregate, have, or may reasonably be expected to have, a Material Adverse
Effect;

                (d) the Company and its Subsidiaries have been issued and are in
compliance with all permits, certificates, approvals, licenses and other
authorizations relating to environmental matters and necessary or desirable for
their businesses, except to the extent that the failure to have or comply with
such permits, certificates, approvals, licenses and other authorizations
relating to environmental matters would not be reasonably likely to have a
Material Adverse Effect;

                (e) no property now or, to the best of the Company's knowledge,
previously owned or leased by the Company or any of its Subsidiaries is listed
or proposed for listing (with respect to owned property only) on the National
Priorities List pursuant to CERCLA, or, to the best of the Company's knowledge,
is on the CERCLIS or on any similar state list of sites requiring investigation
or clean-up, except, in each case, for any such listing that, singly or in the
aggregate, would not reasonably be expected to have a Material Adverse Effect;
and

                (f) to the best of the Company's knowledge, neither the Company
nor any Subsidiary of the Company has directly transported or directly arranged
for the transportation of any Hazardous Material to any location which is listed
or proposed for listing on the National Priorities List pursuant to CERCLA, or
which is the subject of Federal, state or local enforcement actions or other
investigations which may lead to Environmental Claims against the Company or
such Subsidiary except, in each case, to the extent that the foregoing would not
reasonably be expected to have a Material Adverse Effect.

        6.22 Full Disclosure. None of the representations or warranties made by
Parent, the Company or any Subsidiary in the Loan Documents as of the date such
representations and warranties are made or deemed made and none of the written
statements contained in any exhibit, report, statement or certificate furnished
by or on behalf of Parent, the Company or any Subsidiary in connection with the
Loan Documents, considering each of the foregoing and in the context in which it
was made and together with all other representations, warranties and written
statements theretofore furnished by Parent, the Company and its Subsidiaries to
the Administrative Agent and the Lenders in connection with the Loan Documents,
contains any untrue statement of a material fact or omits any material fact
required to be stated therein or



                                      -79-
<PAGE>   90

necessary to make such representation, warranty or written statement, in light
of the circumstances under which it is made, not misleading as of the time when
made or delivered; provided that the Company's representation and warranty as to
any forecast, projection or other statement regarding future performance, future
financial results or other future development is limited to the fact that such
forecast, projection or statement was prepared in good faith on the basis of
information and assumptions that the Company believed to be reasonable as of the
date such material was prepared (it being understood that projections are
subject to significant uncertainties and contingencies, many of which are beyond
the Company's control, and that no assurance can be given that the projections
will be realized).

        6.23 Refinancing Transactions. At the time of consummation thereof, each
Refinancing Transaction shall have been consummated in accordance with the
respective Refinancing Transaction Documents applicable thereto and in
compliance with all applicable laws (including the Securities Act of 1933, Rule
14e-1 under the Exchange Act and all other Federal and state securities laws).
At the time of consummation thereof, all consents and approvals of, and filings
and registrations with, and all other actions in respect of, all Governmental
Authorities required in order to consummate the Refinancing Transactions shall
have been obtained, given, filed or taken and are or will be in full force and
effect. All applicable waiting periods with respect to the Refinancing
Transactions have expired without any action being taken by any competent
Governmental Authority which restrains, prevents or imposes material adverse
conditions upon the consummation of any such transaction. At the time of
consummation thereof, there shall not exist any judgment, order or injunction
prohibiting or imposing material adverse conditions on any of the Refinancing
Transactions. The execution and delivery of the Refinancing Transaction
Documents did not, and the consummation of the Refinancing Transactions will
not, violate in any material respect any Requirement of Law, or result in a
breach of, or constitute a default under, any Contractual Obligation affecting
the Company or any of its Subsidiaries. None of the Refinancing Transaction
Documents contains any untrue statement of a material fact or omits to state a
material fact necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading.

        6.24 Business of Parent. Parent is engaged solely in the business of
being a holding company for the Company.

                                   ARTICLE VII

                              AFFIRMATIVE COVENANTS

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

        7.1 Financial Statements. The Company shall deliver to the
Administrative Agent (which shall promptly provide copies to each Lender), in
form and detail satisfactory to the Required Lenders:



                                      -80-
<PAGE>   91

                (a) as soon as available, but not later than 90 days after the
end of each fiscal year, a copy of the audited consolidated balance sheet of
Parent and its Subsidiaries as at the end of such year and the related
consolidated statements of income or operations, shareholders' equity and cash
flows for such year, setting forth in each case in comparative form the figures
for the previous fiscal year, and accompanied by (i) the opinion of a
nationally-recognized independent public accounting firm (the "Independent
Auditor"), which report (x) shall state that such consolidated financial
statements present fairly the consolidated financial position of Parent and its
Subsidiaries for the periods indicated in conformity with GAAP applied on a
basis consistent with prior years and (y) shall not be qualified or limited
because of a restricted or limited examination by the Independent Auditor of any
material portion of Parent's or any of its Subsidiary's records and (ii) a
comparison with the budget for such fiscal year;

                (b) Promptly when available, and in any event within 30 days
after the end of each month that is not the end of a fiscal quarter, and within
45 days after the end of each month that is the end of a fiscal quarter (other
than the last month of each fiscal year), a copy of the unaudited consolidated
balance sheet of Parent and its Subsidiaries as of the end of such month and the
related consolidated statements of income, shareholders' equity and cash flows
for the period commencing on the first day and ending on the last day of such
month, including a comparison with the corresponding month and period of the
previous fiscal year and a comparison with the budget for such month and for
such period of the current fiscal year, together with a certificate of a
Responsible Officer of the Company that each such statement fairly presents the
financial condition and results of operations (subject to normal year-end audit
adjustments) of Parent and its Subsidiaries and has been prepared in accordance
with GAAP consistently applied; and

                (c) Not later than 60 days after the end of each fiscal year, a
copy of the projections of Parent of the consolidated operating budget and cash
flow budget of Parent and its Subsidiaries for the succeeding fiscal year
(including an explanation of the assumptions used in preparing such budgets),
such projections to be accompanied by a certificate of a Responsible Officer of
the Company to the effect that (i) such projections were prepared by the Company
in good faith, (ii) the Company has a reasonable basis for the assumptions
contained in such projections and (iii) such projections have been prepared
according to such assumptions.

        7.2 Certificates; Other Information. The Company shall furnish to the
Administrative Agent (and the Administrative Agent will promptly distribute
copies of the same to the Lenders):

                (a) concurrently with the delivery of the financial statements
referred to in subsection 7.1(a), a certificate of the Independent Auditor
stating that in making the examination necessary therefor no knowledge was
obtained of any Event of Default or Unmatured Event of Default, except as
specified in such certificate;

                (b) concurrently with the delivery of the financial statements
referred to in subsection 7.1(a) and each set of quarterly statements referred
to in subsection 7.1(b), a Compliance Certificate executed by a Responsible
Officer;



                                      -81-
<PAGE>   92

                (c) promptly, copies of all financial statements and regular,
periodic or special reports (including Forms 10K, 10Q and 8K) that Parent, the
Company or any Subsidiary may make to, or file with, the SEC;

                (d) promptly from time to time, any notices (including notices
of default or acceleration thereunder) received from any holder or trustee of,
under or with respect to any Subordinated Debt of the Company;

                (e) forthwith upon any Qualified Refinancing, a copy of the
related Qualified Indenture, certified as true and correct by the Secretary or
an Assistant Secretary of the Company;

                (f) within 30 days of the end of each month, a Borrowing Base
Certificate dated as of the end of such month and executed by a Responsible
Officer (provided that (i) the Company may deliver a Borrowing Base Certificate
more frequently if it chooses and (ii) after an Event of Default shall have
occurred and be continuing, the Required Revolving Lenders may request that the
Company deliver Borrowing Base Certificates more frequently); and

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

        7.3 Notices. Promptly upon a Responsible Officer obtaining knowledge
thereof, the Company shall notify the Administrative Agent (and the
Administrative Agent will promptly distribute such notice to the Lenders) of:

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

                (b) any matter that has resulted or would reasonably be expected
to result in a Material Adverse Effect, including, if applicable, (i) any breach
or non-performance of, or any default under, a Contractual Obligation of the
Company or any Subsidiary, (ii) any dispute, litigation, investigation,
proceeding or suspension between the Company or any Subsidiary and any
Governmental Authority or (iii) the commencement of, or any material development
in, any litigation or proceeding affecting the Company or any Subsidiary;

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

                                (i) an ERISA Event; or

                                (ii) a contribution failure with respect to a
                        Pension Plan sufficient to give rise to a Lien under
                        Section 302(f) of ERISA;



                                      -82-
<PAGE>   93

                (d) any material change in accounting policies or financial
reporting practices by the Company or any of its consolidated Subsidiaries;

                (e) any Mandatory Prepayment Event;

                (f) other than payments permitted by subsection 8.16(g), any
proposed payment of principal of Subordinated Debt prior to the making thereof;
and

                (g) upon the request from time to time of the Administrative
Agent, the Swap Termination Values, together with a description of the method by
which such values were determined, relating to any then-outstanding Swap
Contracts to which the Company or any of its Subsidiaries is party.

        Each notice under this Section shall be accompanied by a written
statement by a Responsible Officer setting forth details of the occurrence
referred to therein and stating what action the Company or any affected
Subsidiary proposes to take with respect thereto and at what time. Each notice
under subsection 7.3(a) shall describe with particularity any and all clauses or
provisions of this Agreement or any other Loan Document that have been breached
or violated.

        7.4 Preservation of Corporate Existence, Etc. The Company shall cause
each Subsidiary to:

                (a) preserve and maintain in full force and effect its corporate
existence and good standing under the laws of its state or jurisdiction of
incorporation, except a Subsidiary need not be in compliance with the foregoing
to the extent such Subsidiary is sold pursuant to Section 8.2 or merged or
consolidated into another Person pursuant to Section 8.3;

                (b) preserve and maintain in full force and effect all
governmental rights, privileges, qualifications, permits, licenses and
franchises, in each case which are material and which are necessary or desirable
in the normal conduct of its business, except in connection with transactions
permitted by Section 8.3 and dispositions of assets permitted by Section 8.2;
and

                (c) preserve or renew all of its registered patents, copyrights,
trademarks, trade names and service marks, the non-preservation of which would
reasonably be expected to have a Material Adverse Effect.

        7.5 Maintenance of Property. Each of the Company and Parent shall, and
shall cause each Subsidiary to, maintain and preserve all property material to
the normal conduct of its business in good working order and condition, ordinary
wear and tear excepted, other than obsolete, worn out or surplus equipment.

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



                                      -83-
<PAGE>   94

        7.7 Payment of Obligations. Each of the Company and Parent shall, and
shall cause each Subsidiary to, pay and discharge as the same shall become due
and payable, unless the same are being contested in good faith by appropriate
proceedings and adequate reserves in accordance with GAAP are being maintained
by the Company or such Subsidiary in respect thereof, all of its obligations and
liabilities, including:

                (a) all tax liabilities, assessments and governmental charges or
levies upon it or its properties or assets; and

                (b) all lawful claims which, if unpaid, would by law become a
Lien upon its property;

provided that no violation of this Section 7.7 with respect to any Indebtedness
shall constitute an Event of Default unless such violation is also an Event of
Default under subsection 9.1(e).

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

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

        7.10 Inspection of Property and Books and Records. Each of the Company
and Parent shall, and shall cause each Subsidiary to, maintain proper books of
record and account, in which full, true and correct entries in conformity with
GAAP consistently applied shall be made of all financial transactions and
matters involving the assets and business of the Company and such Subsidiary.
Each of the Company and Parent shall permit, and shall cause each Subsidiary to
permit, representatives and independent contractors of the Administrative Agent
or any Lender (a) to visit and inspect any of their respective properties, to
examine their respective corporate, financial and operating records, and to make
copies thereof or abstracts therefrom, and to discuss their respective affairs,
finances and accounts with their respective directors, officers, and independent
public accountants and (b) to inspect any of their Inventory and equipment, to
perform appraisals of any of their equipment, and to inspect, audit, check and
make copies and/or extracts from the books, records, computer data and records,
computer programs, journals, orders, receipts, correspondence and other data
relating to Inventory, Accounts Receivable, contract rights, general
intangibles, equipment and any other Collateral, or relating to any other
transactions between the parties hereto; at such reasonable times during normal
business hours and as often as may be reasonably desired, upon reasonable
advance notice to the Company; provided, however, that when an Event of Default
exists, the Administrative Agent or any Lender may do any of the foregoing
without advance notice. After the occurrence and during the continuance of an
Event of Default, any such inspection shall be at the Company's expense.



                                      -84-
<PAGE>   95

        7.11 Interest Rate Protection. The Company shall, within 90 days of the
Restatement Date, enter into and thereafter maintain one or more Permitted Swap
Obligations for a notional amount of at least $200,000,000 for a term of at
least three years, on terms and conditions reasonably satisfactory to the
Administrative Agent, and, except for interest rate caps for which all of the
Company's obligations are paid in full upon the Company's entering into such
Permitted Swap Obligations and with respect to which the Company's obligations
are not secured under the Collateral Documents, on an ISDA standard form with
one or more Lenders or Affiliates thereof or with counterparties reasonably
acceptable to the Administrative Agent.

        7.12 Environmental Covenant. The Company will, and will cause each of
its Subsidiaries to,

                (a) use and operate all of its facilities and properties in
material compliance with all Environmental Laws, keep all necessary permits,
approvals, certificates, licenses and other authorizations relating to
environmental matters in effect and remain in material compliance therewith, and
handle all Hazardous Materials in material compliance with all applicable
Environmental Laws;

                (b) promptly notify the Administrative Agent and provide copies
of all written material Environmental Claims, and act in a diligent and prudent
fashion to address such Environmental Claims, including Environmental Claims
that allege that the Company or any of its Subsidiaries is not in compliance
with Environmental Laws; and

                (c) provide such information and certifications which the
Administrative Agent may reasonably request from time to time to evidence
compliance with this Section 7.12.

        7.13 Use of Proceeds. The Company shall use the proceeds of the Loans
and the Letters of Credit (i) to finance the Refinancing Transactions and to pay
fees and expenses related thereto and (ii) for working capital and other general
corporate purposes not in contravention of any Requirement of Law or of any Loan
Document; provided that Revolving Loans may be used to finance Acquisitions
permitted in accordance with subsection 8.4(i).

        7.14 Further Assurances. (a) Each of the Company and Parent shall, and
shall cause each Subsidiary to, execute, acknowledge, deliver, record,
re-record, file, re-file, register and re-register, any and all such further
acts, deeds, conveyances, security agreement, mortgages, assignments, estoppel
certificates, financing statements and continuations thereof, termination
statements, notices of assignment, transfers, certificates, assurances and other
instruments the Administrative Agent or the Required Lenders, as the case may
be, may reasonably request from time to time in order (1) to ensure that (i) the
obligations of the Company and Parent hereunder and under the other Loan
Documents are secured by substantially all assets of the Company and Parent
(provided, that unless otherwise reasonably required by the Required Lenders,
the pledge of the Capital Stock of a Foreign Subsidiary shall be limited to 65%
of the outstanding Capital Stock of such Subsidiary) and guaranteed, pursuant to
the Loan Documents, by Parent and all Domestic Subsidiaries that are Material
Subsidiaries (including, promptly upon the acquisition or creation thereof, any
Material Subsidiary created or acquired after the date hereof) and (ii) the
obligations of each Subsidiary under the Loan Documents are secured by
substantially all of the assets of such Subsidiary (provided, that unless
reasonably required by the Required Lenders, the



                                      -85-
<PAGE>   96

pledge of the Capital Stock of a Foreign Subsidiary shall be limited to 65% of
the outstanding Capital Stock of such Subsidiary), (2) to perfect and maintain
the validity, effectiveness and priority of any of the Collateral Documents and
the Liens intended to be created thereby and (3) to better assure, convey,
grant, assign, transfer, preserve, protect and confirm to the Administrative
Agent and the Lenders the rights granted or now or hereafter intended to be
granted to the Administrative Agent and the Lenders under any Loan Document or
under any other document executed in connection therewith. Contemporaneously
with the execution and delivery of any document referred to above, each of the
Company and Parent shall, and shall cause each Subsidiary to, deliver all
resolutions, opinions and corporate documents as the Administrative Agent or the
Required Lenders may reasonably request to confirm the enforceability of such
document and the perfection of the security interest created thereby, if
applicable. The Company shall, and shall cause its Subsidiaries to, use best
efforts to obtain consents of landlords to the granting of security interests in
favor of the Administrative Agent for the benefit of the Lender Parties in all
leasehold interests of the Company or any Subsidiary of real property that is
used for distribution or warehousing and has aggregate improvements of 100,000
square feet or greater and such other leased properties as the Administrative
Agent may reasonably request; provided, however, that such best efforts
obligation shall not require the Company or any Subsidiary to make any payment
of money or property.

                (b) If at any time (x) there are Subsidiaries that are not
parties to the Subsidiary Security Agreement or the Subsidiary Guaranty and (y)
(i) the aggregate assets of such Subsidiaries exceed 5% of the consolidated
assets of the Company and its Subsidiaries, (ii) the aggregate revenues of such
Subsidiaries for any fiscal quarter exceed 5% of the consolidated revenues of
the Company and its Subsidiaries for such period or (iii) the aggregate
investments of the Company and its other Subsidiaries in and advances to such
Subsidiaries exceed 5% of the consolidated assets of the Company and its
Subsidiaries, then the Company shall cause one or more Subsidiaries that are not
then parties to the Subsidiary Security Agreement and/or the Subsidiary Guaranty
to execute and deliver to the Administrative Agent counterparts to such
agreements and become parties thereto such that the circumstances described in
the foregoing clauses (y)(i), (y)(ii) and (y)(iii) do not exist, and in
connection with such execution and delivery the Company shall cause to be
delivered to the Administrative Agent such opinions of counsel and other
supporting documentation in respect thereof as the Administrative Agent shall
reasonably request.

                (c) The Company shall cause each financial institution at which
Parent, the Company or any Domestic Subsidiary maintains any lockbox, deposit
account or other similar account to deliver to the Administrative Agent and the
Company a writing, in form and substance satisfactory to the Administrative
Agent, acknowledging and consenting to the security interest of the
Administrative Agent in such lockbox or account and all cash, checks, drafts and
other instruments or writings for the payment of money from time to time
therein, confirming such financial institution's agreement to follow the
instructions of the Administrative Agent with respect to all such cash, checks,
drafts and other instruments or writings for the payment of money following the
occurrence of any Event of Default or Unmatured Event of Default of the type
specified in subsection 9.1(f) or (g) and waiving all rights of setoff and
banker's lien on all items held in any such lockbox or account. With respect to
each of the accounts held at First State Bank Lake Lillian and listed on
Schedule V of the Security Agreement (Company and Parent), the Company shall not
be obligated to obtain an agreement from such bank covering



                                      -86-
<PAGE>   97

such account and satisfying the requirements of the immediately preceding
sentence so long as the amount in such account is less than $5,000; provided,
however, that notwithstanding the foregoing, upon the occurrence of an Event of
Default or Unmatured Event of Default or at the request of Administrative Agent,
the Company shall have 30 days to obtain an agreement covering each of the
accounts referred to in this sentence and satisfying the requirements of the
immediately preceding sentence.

                                  ARTICLE VIII

                               NEGATIVE COVENANTS

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

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

                (a) any Lien existing on property of the Company or any
Subsidiary on the Restatement Date and set forth on Schedule 8.1 securing
Indebtedness outstanding on such date;

                (b) any Lien created under any Loan Document;

                (c) Liens for taxes, fees, assessments or other governmental
charges which are not delinquent or remain payable without penalty, or to the
extent that non-payment thereof is permitted by Section 7.7, provided that no
notice of lien has been filed or recorded under the Code;

                (d) growers', carriers', warehousemen's, mechanics', landlords',
materialmen's, repairmen's or other similar Liens arising in the ordinary course
of business which are not delinquent or which are being contested in good faith
and by appropriate proceedings, which proceedings have the effect of preventing
the forfeiture or sale of the property subject thereto;

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

                (f) Liens on property of the Company or any Subsidiary securing
(i) the non-delinquent performance of bids, trade contracts (other than for
borrowed money), leases, statutory obligations, (ii) surety bonds (excluding
appeal bonds and other bonds posted in connection with court proceedings or
judgments) and (iii) other non-delinquent obligations of a like nature, in each
case, incurred in the ordinary course of business, provided that all such Liens
in the aggregate would not (even if enforced) cause a Material Adverse Effect;



                                      -87-
<PAGE>   98

                (g) Liens consisting of judgment or judicial attachment Liens
and Liens securing contingent obligations on appeal bonds and other bonds posted
in connection with court proceedings or judgments, provided that the enforcement
of such Liens is effectively stayed;

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

                (i) purchase money security interests on any property acquired
by the Company or any Subsidiary in the ordinary course of business, securing
Indebtedness incurred or assumed for the purpose of financing all or any part of
the cost of acquiring such property, provided that (i) any such Lien attaches to
such property concurrently with or within 45 days after the acquisition thereof,
(ii) such Lien attaches solely to the property so acquired in such transaction,
(iii) the principal amount of the Indebtedness secured thereby does not exceed
100% of the cost of such property and (iv) the principal amount of the
Indebtedness secured by all such purchase money security interests shall not at
any time exceed $***;

                (j) Liens securing obligations in respect of capital leases on
assets subject to such leases (and secured by only the assets subject to such
leases) (provided that such capital leases are otherwise permitted hereunder) or
Liens on property sold in a Sale/Leaseback Transaction provided that such Liens
shall cover only the property subject to such Sale/Leaseback Transaction and the
amount of Indebtedness secured thereby shall not exceed the fair market value of
the property sold;

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

                (l) Liens in connection with a Permitted Receivables Facility;

                (m) Liens under Permitted Security Agreements;

                (n) Liens securing Acquired Indebtedness permitted by subsection
8.5(k), provided that such Liens were in existence prior to the contemplation of
the related Acquisition and do not extend to any assets other than the property
financed with such Acquired Indebtedness;

                (o) Liens, defects and other matters specifically disclosed on
the title insurance policies delivered to and accepted by the Administrative
Agent on the Closing Date in connection with properties subjected to a Mortgage
on the Closing Date;

                (p) extensions, renewals and replacements of Liens referred to
in clauses (a) through (o) above, provided that any such extension, renewal or
replacement Lien is limited to



                                      -88-
<PAGE>   99

the property or assets covered by the Lien extended, renewed or replaced and
does not secure any Indebtedness in addition to that secured immediately prior
to such extension, renewal or replacement; and

                (q) Liens securing other Indebtedness of the Company and its
Subsidiaries not expressly permitted by clauses (a) through (p) above; provided
that the aggregate amount of the Indebtedness secured by Liens permitted
pursuant to this clause (q) shall not exceed $*** in the aggregate outstanding
at any time.

        8.2 Disposition of Assets. The Company shall not, and shall not permit
any Subsidiary to, directly or indirectly, sell, assign, lease, convey, transfer
or otherwise dispose of (whether in one or a series of transactions) any
property (including accounts and notes receivable, with or without recourse) or
enter into any agreement to do any of the foregoing, except:

                (a) dispositions of Inventory, or worn-out or surplus equipment,
all in the ordinary course of business;

                (b) the sale of equipment to the extent that such equipment is
exchanged for credit against the purchase price of similar replacement
equipment, or the proceeds of such sale are reasonably promptly applied to the
purchase price of such replacement equipment, unless such equipment is not
needed in the Company's or such Subsidiary's business;

                (c) transfers of Accounts Receivable under a Permitted
Receivables Facility;

                (d) dispositions not otherwise permitted hereunder (including
the disposition of all of the Capital Stock of any operating Subsidiary by sale
of stock or by merger of such Subsidiary with or into another Person, but
excluding any Sale/Leaseback Transaction) which are made for fair market value
if the fair market value of all assets so disposed of by the Company and its
Subsidiaries under this clause (d) since the Restatement Date does not exceed
$*** in the aggregate; provided that (i) at the time of any disposition, no
Event of Default or Unmatured Event of Default shall exist or will result from
such disposition, (ii) at least 75% of the consideration received by the Company
or such Subsidiary from such disposition is in cash or Cash Equivalent
Investments and (iii) the proceeds thereof are applied as provided in subsection
2.8(a);

                (e) mergers expressly permitted by clauses (i) and (ii) of
Section 8.3 or transfers by any Wholly-Owned Subsidiary of the Company of its
assets upon its liquidation to the Company or any of its other Wholly-Owned
Subsidiaries;

                (f) dispositions (including by means of a Sale/Leaseback
Transaction) of Assets Held for Sale for consideration not less than the fair
market value of the assets disposed of;

                (g) dispositions of assets for not less than fair market value
in Sale/Leaseback Transactions permitted under Section 8.18 (provided that the
aggregate fair market value of all property sold pursuant to this clause (g) may
not exceed $***); and



                                      -89-
<PAGE>   100

                (h) dispositions of assets having an aggregate fair market value
not exceeding $*** in any fiscal year.

        8.3 Consolidations and Mergers. The Company shall not, and shall not
permit any Subsidiary to, merge or consolidate with or into any other Person,
except that (i) any Subsidiary may merge with the Company (provided that the
Company shall be the continuing or surviving corporation) or with any one or
more Wholly-Owned Subsidiaries (provided that a Wholly-Owned Subsidiary shall be
the continuing or surviving corporation), (ii) any Wholly-Owned Subsidiary may
acquire by merger any Person in an Acquisition permitted by subsection 8.4(i)
(provided that such Wholly-Owned Subsidiary is the survivor of such merger) and
(iii) any Subsidiary may be merged with or into any other Person in a
transaction permitted by subsection 8.2(d).

        8.4 Loans and Investments. The Company shall not, and shall not permit
any Subsidiary to, purchase or acquire, or make any commitment to purchase or
acquire, any Capital Stock, equity interest or other obligations or securities
of, or any interest in, any other Person, or make or commit to make any
Acquisition, or make or commit to make any advance, loan, extension of credit or
capital contribution to or any other investment in, any other Person, except
for:

                (a) investments in Cash Equivalent Investments;

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

                (c) investments by the Company in its Wholly-Owned Subsidiaries
or by any Subsidiary in any Wholly-Owned Subsidiary, in the form of
contributions to capital or loans or advances; provided that, immediately before
and after giving effect to such investment, no Event of Default or Unmatured
Event of Default shall have occurred and be continuing and the aggregate amount
invested in Foreign Subsidiaries after the Restatement Date shall not exceed
$***;

                (d) loans or advances made by any Subsidiary to the Company;

                (e) loans and advances to employees in the ordinary course of
business (such as travel advances) in an aggregate amount not at any time
exceeding $***;

                (f) investments by the Company and its Subsidiaries in Joint
Ventures in the form of contributions of capital, loans, advances or Contingent
Obligations; provided that, immediately before and after giving effect to such
investment, (x) no Event of Default or Unmatured Event of Default shall have
occurred and be continuing, including pursuant to Section 8.9, and (y) the
aggregate amount of all investments pursuant to this clause (f) shall not exceed
$*** in the aggregate outstanding at any time;

                (g) investments constituting Permitted Swap Obligations or
payments or advances under Swap Contracts relating to Permitted Swap
Obligations;



                                      -90-
<PAGE>   101

                (h) other investments in an aggregate amount not exceeding $***
on and after the Restatement Date (with all such investments valued at the time
of investment at the cash amount thereof, if in cash, the fair market value
thereof as determined by the board of directors of the Company, if in property,
and at the maximum amount thereof if in Contingent Obligations);

                (i) Acquisitions, provided that

                                (i) the Company shall have delivered to the
                        Administrative Agent evidence in form and substance
                        satisfactory to the Administrative Agent that the
                        financial conditions referred to in clause (ii) below
                        with respect to such Acquisition will be satisfied,
                        together with a statement of a Responsible Officer of
                        the Company detailing all amounts required to consummate
                        the prospective Acquisition and a business description
                        and summary of terms of the prospective Acquisition,

                                (ii) the Company shall be in compliance with all
                        financial covenants in Sections 8.11, 8.12, 8.13 and
                        8.14 on a pro forma basis for the period of four
                        consecutive fiscal quarters ending on the last day of
                        the last completed fiscal quarter immediately preceding
                        the proposed date of consummation of the prospective
                        Acquisition (on the assumption such Acquisition occurred
                        on the first day of such four fiscal quarter period and
                        using historical results of the Company and its
                        Subsidiaries and the related Acquisition Prospect for
                        such period, and including any pro forma expense and
                        cost reductions calculated on a basis consistent with
                        Regulation S-X under the Securities Act),

                                (iii) such Acquisition shall be consummated in
                        accordance with all Requirements of Law and the Company
                        and its Subsidiaries shall have obtained all consents
                        and approvals necessary or desirable to such
                        consummation and the business operations of such
                        Acquisition Prospect after such Acquisition, including
                        governmental and contractual approvals,

                                (iv) no Event of Default or Unmatured Event of
                        Default shall exist at the time of consummation thereof
                        or would result therefrom,

                                (v) the Person to be acquired (or its Board of
                        Directors or equivalent governing body) has not (A)
                        announced it will oppose such Acquisition or (B)
                        commenced any action which alleges that such Acquisition
                        violates, or will violate, any Requirement of Law, and

                                (vi) the total consideration for all such
                        Acquisitions (including cash and noncash purchase price,
                        liabilities assumed, deferred or financed purchase
                        price, purchase price characterized as noncompetition
                        payments and the like), together with the amount of all
                        investments made pursuant to subsection 8.4(j), does not
                        exceed in the aggregate during the term of this
                        Agreement an amount equal to the sum of (x) $*** plus
                        (y) an amount



                                      -91-
<PAGE>   102

                        equal to the aggregate amount received by the Company as
                        capital contributions from Parent after the Restatement
                        Date (provided that no more than $*** (plus an amount
                        equal to the aggregate amount received by the Company as
                        capital contributions from Parent after the Restatement
                        Date) of such total consideration may be paid with the
                        proceeds of Indebtedness);

                (j) investments in Subsidiaries acquired in Acquisitions
permitted under subsection 8.4(i) that are not Wholly-Owned Subsidiaries,
provided that the amount of all such investments, together with the aggregate
total consideration paid in connection with all Acquisitions permitted by
subsection 8.4(i) (calculated in the manner set forth in subsection 8.4(i)(vi)),
does not exceed in the aggregate during the term of this Agreement an amount
equal to the sum of (x) $*** plus (y) an amount equal to the aggregate amount
received by the Company as capital contributions from Parent after the
Restatement Date;

                (k) notes in an aggregate principal amount not to exceed 80% of
the aggregate consideration received by the Company (including cash and noncash
purchase price, purchase price characterized as non competition payments and the
like) in connection with the sale of the Company's Woodland, California Plant #
23 (together with any refinancing of such notes, provided that such refinancing
does not increase the principal amount thereof); and

                (l) Investments in existence on the Restatement Date which are
set forth on Schedule 8.4.

        For purposes of this Section and subsection 8.5(e), the amount of any
investment outstanding at any time shall be the total of (x) the original cost
of such investment (meaning the cash amount thereof, if in cash, or the fair
market value thereof as determined by the senior management of the Company, if
in property) without any adjustment for increases or decreases in value or any
writeup or writedown with respect to such investment (provided that any
investment in the form of Contingent Obligations shall be valued at the maximum
reasonably expected liability thereof) minus (y) an amount equal to the lesser
of the return of cash with respect to any such investment (other than a
Contingent Obligation) and the initial amount of such investment, in either
case, less the cost of disposition of such investment.

        8.5 Limitation on Indebtedness. The Company shall not, and shall not
permit any Subsidiary to, create, incur, assume, suffer to exist, or otherwise
become or remain directly or indirectly liable with respect to, any
Indebtedness, except:

                (a) Indebtedness incurred pursuant to this Agreement, the
Subsidiary Guaranty and the other Loan Documents;

                (b) (i) the Old Subordinated Notes outstanding on the
Restatement Date after the closing of the Old Subordinated Note Tender Offer and
(ii) the New Subordinated Notes and any Qualified Notes issued in a Qualified
Refinancing and, in each case, related Guaranty Obligations by Subsidiaries of
the Company;

                (c) Indebtedness consisting of Contingent Obligations permitted
pursuant to Section 8.8;



                                      -92-
<PAGE>   103

                (d) Indebtedness existing on the Restatement Date, as set forth
in Schedule 8.5(d), and extensions, renewals or replacements of such
Indebtedness to the extent that the principal amount of such Indebtedness is not
increased;

                (e) Indebtedness of Subsidiaries to the Company or Wholly-Owned
Subsidiaries; provided, that the aggregate amount of all such Indebtedness of
Foreign Subsidiaries shall not exceed $*** at any one time outstanding;

                (f) Indebtedness up to $*** outstanding at any time secured by
Liens permitted by subsection 8.1(i);

                (g) Indebtedness incurred in connection with leases permitted
pursuant to Section 8.10;

                (h) Indebtedness of the Company or any Subsidiary of the Company
in connection with guaranties resulting from endorsement of negotiable
instruments in the ordinary course of business;

                (i) surety bonds and appeal bonds required in the ordinary
course of business or in connection with the enforcement of rights or claims of
the Company or in connection with judgments that do not result in an Unmatured
Event of Default or an Event of Default;

                (j) any Indebtedness arising under a Permitted Receivables
Facility;

                (k) up to $*** of Acquired Indebtedness assumed in Acquisitions
permitted under subsection 8.4(i);

                (l) Indebtedness incurred in a Sale/Leaseback Transaction
permitted under Section 8.18; and

                (m) other Indebtedness in an aggregate amount not at any time
exceeding $***.

It is understood that any Indebtedness borrowed in a foreign currency shall
continue to be permitted under this Section, notwithstanding any fluctuation in
the Dollar Amount of such Indebtedness, as long as the outstanding principal
balance of such Indebtedness (denominated in its original currency) does not
exceed the maximum amount of such Indebtedness (denominated in such currency)
permitted to be outstanding on the date such Indebtedness was incurred.

        8.6 Transactions with Affiliates. The Company shall not, and shall not
permit any Subsidiary to, enter into any transaction with any Affiliate of the
Company (other than a Material Subsidiary), except upon fair and reasonable
terms no less favorable to the Company or such Subsidiary than would be
obtainable in a comparable arm's-length transaction with a Person not an
Affiliate of the Company; provided that the TPG Agreements and the Tax Sharing
Agreement shall not violate this Section.

        8.7 Use of Proceeds. The Company shall not, and shall not permit any
Subsidiary to, use any portion of the proceeds of any Loan or any Letter of
Credit, directly or indirectly, (i) to



                                      -93-
<PAGE>   104

purchase or carry Margin Stock, (ii) to repay or otherwise refinance
indebtedness of the Company or others incurred to purchase or carry Margin
Stock, (iii) to extend credit for the purpose of purchasing or carrying any
Margin Stock or (iv) to acquire any security in any transaction that is subject
to Section 13 or 14 of the Exchange Act.

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

                (a) endorsements for collection or deposit in the ordinary
course of business;

                (b) Permitted Swap Obligations;

                (c) Contingent Obligations of the Company and its Subsidiaries
existing as of the Restatement Date and listed on Schedule 8.8 and Guaranty
Obligations by the Company relating to Indebtedness of Wholly-Owned
Subsidiaries, provided, that all Contingent Obligations permitted by this
subsection 8.8(c) shall not exceed $*** at any one time outstanding;

                (d) Contingent Obligations arising under the Loan Documents;

                (e) Guaranty Obligations with respect to or constituting
obligations of the Company or a Wholly-Owned Subsidiary that are permitted by
the Loan Documents;

                (f) Guaranty Obligations of Subsidiaries of the Old Subordinated
Notes and the New Subordinated Notes pursuant to the terms of the Old
Subordinated Indenture and the New Subordinated Indenture, respectively; and

                (g) Contingent Obligations with respect to Joint Ventures to the
extent permitted by Section 8.9.

        8.9 Joint Ventures. The Company shall not, and shall not permit any
Subsidiary to, enter into any Joint Venture, except that the Company or any
Subsidiary may enter into any Joint Venture so long as the aggregate amount
invested by the Company and its Subsidiaries in all Joint Ventures in any form
(including by capital contribution, incurrence of Indebtedness by any such Joint
Venture to the Company or any Subsidiary or the incurrence of Contingent
Obligations by the Company or any Subsidiary with respect to any such Joint
Venture), during the term of this Agreement does not exceed $***; provided,
however, that for purposes of determining the aggregate amount invested in Joint
Ventures hereunder (x) any return of principal or equity received in cash on any
amount invested hereunder and (y) the fair market value of any other property
received in exchange for any amount invested hereunder shall be deducted.

        8.10 Lease Obligations. The Company shall not, and shall not permit any
Subsidiary to, create or suffer to exist any obligations for the payment of rent
for any property under lease or agreement to lease, except for:

                (a) leases of the Company and its Subsidiaries in existence on
the Restatement Date and any renewal, extension or refinancing thereof;



                                      -94-
<PAGE>   105

                (b) operating leases entered into by the Company or any
Subsidiary after the Restatement Date in the ordinary course of business;

                (c) capital leases entered into by the Company or any
Subsidiary, provided that no Event of Default or Unmatured Event of Default has
occurred and is continuing or will result from the incurrence of the obligations
contemplated thereby; and

                (d) operating leases entered into by the Company or any
Subsidiary in connection with any Sale/Leaseback Transaction permitted under
Section 8.18, provided that no Event of Default or Unmatured Event of Default
has occurred and is continuing or will result from the incurrence of the
obligations contemplated thereby.

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

<TABLE>
<CAPTION>
           Period                                Ratio
           ------                                -----
<S>                                              <C>
           6/30/01 through 3/31/03               ***:1
           6/30/03 through 3/31/05               ***:1
           6/30/05 and thereafter                ***:1.
</TABLE>

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

<TABLE>
<CAPTION>
           Period                                Ratio
           ------                                -----
<S>                                              <C>
           6/30/01 through 3/31/03               ***:1
           6/30/03 through 3/31/04               ***:1
           6/30/04 through 3/31/05               ***:1
           6/30/05 and thereafter                ***:1.
</TABLE>

        8.13 Maximum Senior Debt Ratio. The Parent will not permit the Senior
Debt Ratio for any Computation Period to exceed the ratio set forth below
opposite the period in which such Computation Period ends:

<TABLE>
<CAPTION>
           Period                                Ratio
           ------                                -----
<S>                                              <C>
           6/30/01 through 6/30/02               ***:1
           9/30/02 through 3/31/03               ***:1
           6/30/03 through 3/31/04               ***:1
           6/30/04 through 3/31/05               ***:1
</TABLE>



                                      -95-
<PAGE>   106

<TABLE>
<S>                                              <C>
           6/30/05 and thereafter                ***:1.
</TABLE>

        8.14 Maximum Total Debt Ratio. The Parent will not permit the Total Debt
Ratio for any Computation Period set forth below to exceed the ratio set forth
below opposite the period in which such Computation Period ends:

<TABLE>
           Period                                Ratio
           ------                                -----
<S>                                              <C>
           6/30/01 through 6/30/02               ***:1
           9/30/02 through 3/31/03               ***:1
           6/30/03 through 3/31/04               ***:1
           6/30/04 through 3/31/05               ***:1
           6/30/05 and thereafter                ***:1.
</TABLE>

        8.15 Maximum Capital Expenditures. The Parent will not permit the
aggregate amount of all Capital Expenditures made during any fiscal year to
exceed the Base Amount (defined below); provided that to the extent Capital
Expenditures actually made in any fiscal year (beginning with the fiscal year
ending June 30, 2002) are less than the Base Amount for such fiscal year, the
lesser of (x) the amount of the difference and (y) $*** may be carried forward
and used to make Capital Expenditures in the two next succeeding fiscal years;
provided, further, that in any fiscal year, Capital Expenditures made shall be
applied first to the Base Amount for such fiscal year and second to reduce a
carryforward from the least recent fiscal year prior to reducing any other
carryforward.

        When used herein, "Base Amount" means (x) with respect to each fiscal
year (other than the fiscal year ending June 30, 2002), $*** and (y) with
respect to the fiscal year ending June 30, 2002, $***.

        8.16 Restricted Payments. The Company shall not, and shall not permit
any Subsidiary to, (1) declare or make any dividend payment or other
distribution of assets, properties, cash, rights, obligations or securities on
account of any shares of any class of its Capital Stock, or purchase, redeem or
otherwise acquire for value any shares of its Capital Stock or any warrants,
rights or options to acquire such shares, now or hereafter outstanding, or (2)
make any redemptions, prepayments, defeasances or repurchases of any
Subordinated Debt except that:

                (a) any Subsidiary may declare and pay dividends to the Company
or a Wholly-Owned Subsidiary;

                (b) the Company may declare and make dividend payments or other
distributions payable solely in Common Stock;

                (c) the initial New Subordinated Notes may be exchanged for the
Series B New Subordinated Notes pursuant to the terms of the New Subordinated
Note Purchase



                                      -96-
<PAGE>   107

Agreement and the New Subordinated Notes may be repaid using the Net Cash
Proceeds of a Qualified Refinancing;

                (d) the Company or any of its Subsidiaries may purchase (or may
pay a dividend to Parent to enable Parent to purchase) (i) Capital Stock or
options with respect to Capital Stock held by employees or management of Parent
or any of its Subsidiaries in connection with the termination of employment of
any such employees or management and (ii) Capital Stock for the purpose of
holding such Capital Stock for future issuance under an employee stock plan,
provided that all such payments in the aggregate for clauses (i) and (ii) do not
exceed $*** in any fiscal year or $*** in the aggregate from and after the
Restatement Date;

                (e) so long as no Event of Default or Unmatured Event of Default
has occurred and is continuing or would result therefrom, (i) the Company may
pay a dividend to Parent not more than 10 days in advance of June 15 and
December 15 of each year commencing in 2003, with each such dividend to be in an
amount no greater than the amount Parent is required to pay in respect of the
next scheduled payment of cash interest on the Old Parent Discount Notes which
is to become due on such June 15 or December 15, and (ii) the Company may pay a
dividend to Parent in an amount sufficient to permit Parent to redeem or
repurchase any Old Parent Discount Notes remaining outstanding after the
Restatement Date;

                (f) so long as no Event of Default or Unmatured Event of Default
has occurred and is continuing or would result therefrom, the Company may pay
dividends to Parent; provided, that the Company may only pay dividends pursuant
to this clause (f) if, after giving effect thereto (as well as to all dividends
made under clause (e) above), the Company's pro forma Senior Debt Ratio for the
last four fiscal quarters immediately preceding the date of such dividend
(determined as if such all dividends had been made on the first day of such
period), would be less than ***:1;

                (g) ***;

                (h) so long as no Event of Default or Unmatured Event of Default
has occurred and is continuing or would result therefrom, the Company may
repurchase or redeem New Subordinated Notes or Qualified Notes in an amount not
to exceed the portion of Net Cash Proceeds of an issuance of equity securities
of Parent, the Company or any Subsidiary which is not used to finance
Acquisitions under subsection 8.4(i) or required to be used to repay Term Loans
under subsection 2.8(a)(iv);

                (i) the Company may make payments to Parent at the times and in
the amounts provided for in the Tax Sharing Agreement;

                (j) the Company may make payments to TPG Partners of fees and
expenses at the times and in the amounts provided for in the TPG Agreements;

                (k) the Company may make payments to Parent in amounts not to
exceed $*** per fiscal year to reimburse Parent for expenses incurred by Parent
in the ordinary course of business; and



                                      -97-
<PAGE>   108

                (l) on the Restatement Date, the Company may purchase and retire
the Old Subordinated Notes in accordance with the Old Subordinated Note Tender
Offer.

        8.17 ERISA. The Company shall not, and shall not permit any of its ERISA
Affiliates to: (a) engage in a prohibited transaction or violation of the
fiduciary responsibility rules with respect to any Plan which has resulted or
would reasonably be expected to result in a Material Adverse Effect; or (b)
engage in a transaction that could reasonably be expected to be subject to
Section 4069 or 4212(c) of ERISA.

        8.18 Limitations on Sale and Leaseback Transactions. The Company shall
not, and shall not permit any Subsidiary to, enter into any arrangement with any
Person providing for the leasing by the Company or any Subsidiary of any real or
personal property, which property is or has been sold or transferred by the
Company or any Subsidiary to such Person in contemplation of taking back a lease
thereof (a "Sale/Leaseback Transaction"); provided, however, that the Company or
any Subsidiary may enter into Sale/Leaseback Transactions if, with respect to
each such Sale/Leaseback Transaction (i) the Company or such Subsidiary is
permitted to incur or suffer to exist the Lien resulting therefrom and the
Indebtedness related thereto under subsection 8.1(j), (ii) the Company or such
Subsidiary is permitted to dispose of the property disposed of in such
Sale/Leaseback Transaction under subsection 8.2(f) or (g), and (iii) the Company
or such Subsidiary is permitted to lease the property relating thereto under
Section 8.10.

        8.19 Limitation on Restriction of Subsidiary Dividends and
Distributions. The Company will not, and will not permit any Subsidiary to,
directly or indirectly, create or otherwise cause or suffer to exist or become
effective any encumbrance or restriction on the ability of any Subsidiary to (a)
pay dividends or make other distributions on its Capital Stock owned by the
Company or any Subsidiary, or pay any Indebtedness owed to the Company or any
Subsidiary, (b) make loans or advances to the Company or (c) transfer any of its
assets or properties to the Company, except for such encumbrances or
restrictions existing by reason of or under (i) applicable law, (ii) this
Agreement and the other Loan Documents, (iii) customary non-assignment
provisions of any contract or lease governing a leasehold or ownership interest
of any Subsidiary, (iv) any instrument governing Acquired Indebtedness, which
encumbrance or restriction is not applicable to any Person, or the properties or
assets of any Person, other than the Person or the properties or assets of the
Person so acquired, (v) customary net worth provisions contained in leases and
other agreements entered into by a Subsidiary in the ordinary course of
business, (vi) customary restrictions with respect to a Subsidiary pursuant to
an agreement that has been entered into for the sale or disposition of all or
substantially all of the Capital Stock of such Subsidiaries, (vii) customary
provisions in joint venture agreements and other similar agreements relating
solely to the securities, assets and revenues of such joint venture or other
business venture, (viii) the New Subordinated Indenture, as in effect on the
Restatement Date and (ix) any agreement governing Indebtedness incurred to
refinance the Indebtedness issued, assumed or incurred pursuant to an agreement
referred to in clause (iv) above, provided, however, that the provisions
relating to such encumbrance or restriction contained in any such Indebtedness
are not, in the aggregate, materially less favorable to the Company as
determined by the Board of Directors of the Company in its reasonable and good
faith judgment than the provisions relating to such encumbrance or restriction
contained in the agreements referred to in such clause (iv).



                                      -98-
<PAGE>   109

        8.20 Inconsistent Agreements. The Company will not, and will not permit
any Subsidiary to, enter into any agreement containing any provision which would
be violated or breached by any borrowing by the Company hereunder or by the
performance by the Company, Parent or any Subsidiary of their respective
obligations hereunder or under any other Loan Document. The Company will not,
and will not permit any of its Subsidiaries to, enter into any agreement (other
than this Agreement and the other Loan Documents) prohibiting the creation or
assumption of any Lien upon its properties, revenues or assets, whether now
owned or hereafter acquired, or the ability of the Company and its Subsidiaries
to amend or modify this Agreement or any other Loan Document, other than (i) the
New Subordinated Indenture and (ii) any agreement in connection with Permitted
Liens described in subsections 8.l(i) and (j) if such prohibition is by its
terms effective only against the assets subject to such Permitted Lien.

        8.21 Change in Business. The Company shall not, and shall not permit any
Subsidiary to, engage in any material business other than production, processing
and related distribution of food and beverage products and other related
businesses.

        8.22 Amendments to Certain Documents. The Company and Parent shall not
make or agree to any amendment to or modification of, or waive any of their
respective rights under, any of the terms of (a) the Merger Agreement, (b) the
Old Subordinated Note Purchase Agreement or the New Subordinated Note Purchase
Agreement, (c) the Old Subordinated Indenture (other than pursuant to the Old
Subordinated Note Supplemental Indenture) or the New Subordinated Indenture, (d)
any Qualified Indenture, (e) any other instrument evidencing Subordinated Debt,
(f) the Tax Sharing Agreement, (g) the TPG Agreements, (h) the Old Parent
Discount Note Indenture (other than pursuant to the Old Parent Discount Note
Supplemental Indenture) or (i) any other instrument evidencing Old Parent
Discount Notes, unless, in any case, any such amendment, modification or waiver
is not adverse in any respect to the Lenders.

        8.23 Fiscal Year. The Company and Parent shall not, and shall not permit
any Material Subsidiary to, change the fiscal year of the Parent, the Company or
any Material Subsidiary; provided, that any Material Subsidiary acquired in an
Acquisition permitted hereunder may change its fiscal year to end on June 30.

        8.24 Limitation on Issuance of Guaranty Obligations. The Company will
not permit any Subsidiary to create, incur, assume, suffer to exist, or
otherwise become or remain directly or indirectly liable with respect to any
Guaranty Obligation of such Subsidiary relating to any Indebtedness of the
Company unless:

                (a) such Subsidiary, if it is not already a party to the
Subsidiary Guaranty, simultaneously executes and delivers to the Administrative
Agent a counterpart to the Subsidiary Guaranty, together with such supporting
documentation as the Administrative Agent may reasonably request,
notwithstanding Section 7.14,

                (b) if such Indebtedness is by its terms subordinated to the
Obligations, any such assumption, guaranty or other liability of such Subsidiary
with respect to such Indebtedness shall be subordinated, in form and substance
satisfactory to the Administrative Agent, to such Subsidiary's Guaranty
Obligation with respect to the Obligations to the same extent as such
Indebtedness is subordinated to the Obligations (provided that such Subsidiary's
Guaranty



                                      -99-
<PAGE>   110

Obligation of such Indebtedness of the Company shall be subordinated to the full
amount of such Subsidiary's Guaranty Obligation under the Subsidiary Guaranty
without giving effect to any reduction thereto necessary to render the Guaranty
Obligation of such Subsidiary thereunder not voidable under applicable law
relating to fraudulent conveyance or fraudulent transfer), and

                (c) such Subsidiary waives and will not in any manner whatsoever
claim or take the benefit or advantage of, any right of reimbursement, indemnity
or subrogation or any other rights against the Company or any other Subsidiary
as a result of any payment by such Subsidiary under such Guaranty Obligation
unless and until payment in full in cash is made of such Indebtedness of the
Company.

        8.25 Parent Covenants. Parent covenants that (i) it will not permit any
change to be made in the character of its business as carried out on the date
hereof and will not engage in any business or activity of any kind or enter into
any transaction or indenture, mortgage, instrument, agreement, contract, lease
or other undertaking other than in the ordinary course of its business as the
holding company for the Company or as expressly contemplated by this Section,
(ii) it will not merge or consolidate with or into, or sell, lease or otherwise
dispose of (whether in one transaction or a series of transactions)
substantially all of its assets (whether now or hereafter acquired) to any other
Person, (iii) it will have no material assets other than Capital Stock of the
Company, (iv) it will have no material liabilities other than (a) liabilities
arising directly as a result of its ownership of the Company and (b) the Old
Parent Discount Notes outstanding on the Restatement Date after the closing of
the Old Parent Discount Note Tender Offer and in any event will not incur or
suffer to exist any Indebtedness for borrowed money (other than as permitted
above) or Guaranty Obligations) other than such Old Parent Discount Notes,
pursuant to Article XII and pursuant to the New Subordinated Indenture, the Old
Subordinated Indenture and any Qualified Indenture, provided that the Guaranty
Obligations that arise pursuant to such indentures are subordinated to the
Guaranty Obligations that arise pursuant to Article XII on substantially the
same terms as the New Subordinated Notes are subordinated to the Guaranteed
Obligations, (v) it will not, and will not permit any of its Subsidiaries to,
(a) declare or make any dividend payment or other distribution on account of any
shares of the TPG Acquisition Preferred Stock other than a distribution made
solely of additional shares of TPG Acquisition Preferred Stock, or (b) make any
redemptions, prepayments, defeasances or repurchases (collectively,
"Redemptions") of any shares of TPG Acquisition Preferred Stock other than, so
long as no Event of Default or Unmatured Event of Default of the type specified
in Section 9.1(f) or (g) has occurred and is continuing, Redemptions made with
the Net Cash Proceeds of an equity issuance by, or capital contribution to,
Parent and (vi) it will not issue any TPG Acquisition Preferred Stock for a
price per share less than the liquidation preference thereof (i.e., $1,000 per
share), other than in payment of regularly scheduled dividends thereon.

        8.26 Senior Debt Designation. The Company will not designate any
Indebtedness as "Designated Senior Debt" pursuant to the terms of the New
Subordinated Indenture (or make any comparable designation with respect to any
Qualified Indenture). Parent will not, and the Company and Parent will not
permit any Subsidiary to, designate any Indebtedness as "Guarantor Designated
Senior Debt" pursuant to the terms of the New Subordinated Indenture (or make
any comparable designation with respect to any Qualified Indenture).



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                                   ARTICLE IX

                                EVENTS OF DEFAULT

        9.1 Event of Default. Any of the following shall constitute an "Event of
Default":

                (a) Non-Payment. The Company fails to pay, when and as required
to be paid herein, any amount of principal of any Loan or of any L/C Obligation,
or, within three days after the same becomes due, any amount of interest or any
fees or other amounts payable hereunder or under any other Loan Document.

                (b) Representation or Warranty. Any representation or warranty
by Parent, the Company or any Subsidiary made or deemed made herein or in any
other Loan Document, or which is contained in any certificate, document or
financial or other statement by Parent, the Company, any Subsidiary or any
Responsible Officer furnished at any time under this Agreement or any other Loan
Document, is incorrect in any material respect on or as of the date made or
deemed made.

                (c) Specific Defaults. The Company fails to perform or observe
any term, covenant or agreement contained in any of Section 7.3 or Article VIII
(other than Section 8.1, 8.5, 8.6, 8.16(1), 8.18, 8.25 or 8.26).

                (d) Other Defaults. The Company or Parent fails to perform or
observe any term or covenant contained in Section 8.1, 8.5, 8.6, 8.16(1), 8.18,
8.25 or 8.26, and such default shall continue unremedied for a period of 10 days
after the earlier of (i) the date upon which a Responsible Officer knew or
reasonably should have known of such failure or (ii) the date upon which written
notice thereof is given to the Company by the Administrative Agent or any
Lender; or the Company, Parent or any Subsidiary fails to perform or observe any
term or covenant contained in this Agreement (other than Section 7.3 or Article
VIII) or any other Loan Document, and such default shall continue unremedied for
a period of 30 days after the earlier of (x) the date upon which a Responsible
Officer knew or reasonably should have known of such failure or (y) the date
upon which written notice thereof is given to the Company by the Administrative
Agent or any Lender.

                (e) Cross-Default. (i) The Company, Parent or any Subsidiary (A)
fails to make any payment in respect of any Indebtedness or Contingent
Obligation (other than in respect of Swap Contracts) having an aggregate
principal amount (including undrawn committed or available amounts and including
amounts owing to all creditors under any combined or syndicated credit
arrangement) of more than $10,000,000 when due (whether by scheduled maturity,
required prepayment, acceleration, demand, or otherwise but subject to any
applicable grace period) or (B) fails to perform or observe any other condition
or covenant, or any other event shall occur or condition shall exist, under any
agreement or instrument relating to any such Indebtedness or Contingent
Obligation, if the effect of such failure, event or condition is to cause, or to
permit the holder or holders of such Indebtedness or beneficiary or
beneficiaries of such Indebtedness (or a trustee or agent on behalf of such
holder or holders or beneficiary or beneficiaries) to cause, such Indebtedness
to be declared to be due and payable prior to its stated maturity, or such
Contingent Obligation to become payable, or cash collateral in respect thereof



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<PAGE>   112

to be demanded or (ii) there occurs under any Swap Contract an Early Termination
Date (as defined in such Swap Contract) resulting from (A) any event of default
under such Swap Contract as to which the Company or any Subsidiary is the
Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event
(as so defined) as to which the Company or any Subsidiary is an Affected Party
(as so defined), and, in either event, the Swap Termination Value owed by the
Company or such Subsidiary as a result thereof is greater than $5,000,000.

                (f) Insolvency; Voluntary Proceedings. The Company, Parent or
any Material Subsidiary: (i) ceases or fails to be solvent, or generally fails
to pay, or admits in writing its inability to pay, its debts as they become due;
(ii) voluntarily ceases to conduct its business in the ordinary course; (iii)
commences any Insolvency Proceeding with respect to itself; or (iv) takes any
action to effectuate or authorize any of the foregoing.

                (g) Involuntary Proceedings. (i) Any involuntary Insolvency
Proceeding is commenced or filed against the Company, Parent or any Material
Subsidiary, or any writ, judgment, warrant of attachment, warrant of execution
or similar process is issued or levied against a substantial part of the
Company's, Parent's or any Material Subsidiary's properties, and such proceeding
or petition shall not be dismissed, or such writ, judgment, warrant of
attachment, warrant of execution or similar process shall not be released,
vacated or fully bonded within 60 days after commencement, filing or levy; (ii)
the Company, Parent or any Material Subsidiary admits the material allegations
of a petition against it in any Insolvency Proceeding, or an order for relief
(or similar order under non-U.S. law) is ordered in any Insolvency Proceeding;
or (iii) the Company, Parent or any Material Subsidiary acquiesces in the
appointment of a receiver, trustee, custodian, conservator, liquidator,
mortgagee in possession (or agent therefor) or other similar Person for itself
or a substantial portion of its property or business.

                (h) ERISA. (i) One or more ERISA Events shall occur with respect
to a Pension Plan or Multiemployer Plan which has resulted or could reasonably
be expected to result in liability of the Company under Title IV of ERISA to the
Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount in excess of
$10,000,000; (ii) a contribution failure shall have occurred with respect to a
Pension Plan sufficient to give rise to a Lien under Section 302(f) of ERISA; or
(iii) the Company or any ERISA Affiliate shall fail to pay when due, after the
expiration of any applicable grace period, one or more installment payments with
respect to its withdrawal liability under Section 4201 of ERISA under a
Multiemployer Plan which results in an aggregate withdrawal liability in excess
of $10,000,000.

                (i) Monetary Judgments. One or more judgments, orders, decrees
or arbitration awards is entered against the Company, Parent or any Subsidiary
involving in the aggregate a liability (to the extent not covered by independent
third-party insurance as to which the insurer does not dispute coverage), as to
any single or related series of transactions, incidents or conditions, of
$10,000,000 or more, and the same shall remain undischarged, unvacated and
unstayed pending appeal for a period of 30 days after the entry thereof, or the
Company, Parent or any Subsidiary shall enter into any agreement to settle or
compromise any pending or threatened litigation, as to any single or related
series of claims, involving payment by the Company, Parent or any Subsidiary of
$10,000,000 or more.



                                     -102-
<PAGE>   113

                (j) Non-Monetary Judgments. Any non-monetary judgment, order or
decree is entered against the Company, Parent or any Subsidiary which has or
would reasonably be expected to have a Material Adverse Effect, and there shall
be any period of 30 consecutive days during which a stay of enforcement of such
judgment or order, by reason of a pending appeal or otherwise, shall not be in
effect.

                (k) Change of Control. Any Change of Control occurs.

                (l) Guarantor Defaults. Any Guaranty shall cease to be in full
force and effect with respect to any Guarantor (other than as expressly
permitted hereunder), or any Guarantor (or any Person acting by, through or on
behalf of such Guarantor) shall contest in any manner the validity, binding
nature or enforceability of any Guaranty with respect to such Guarantor.

                (m) Collateral Documents, etc. Any Collateral Document shall
cease to be in full force and effect with respect to the Company, Parent or any
Subsidiary (other than pursuant to its terms or as expressly permitted
hereunder), or the Company, Parent or any Subsidiary (or any Person acting by,
through or on behalf of the Company, Parent or any Subsidiary) shall contest in
any manner the validity, binding nature or enforceability of any Collateral
Document.

        9.2 Remedies. If any Event of Default occurs, the Administrative Agent
shall, at the request of, or may, with the consent of, the Required Lenders do
any or all of the following:

                (a) declare the commitment of each Lender to make Loans and any
obligation of the Issuing Lender to Issue Letters of Credit to be terminated,
whereupon such commitments and obligations shall be terminated (provided, that
if any Event of Default occurs after the making of the Term Loans, the Revolving
Commitments shall, at the request of, or may, with the consent of, the Required
Revolving Lenders (and not the Required Lenders), be terminated);

                (b) declare an amount equal to the maximum aggregate amount that
is or at any time thereafter may become available for drawing under any
outstanding Letter of Credit (whether or not any beneficiary shall have
presented, or shall be entitled at such time to present, the drafts or other
documents required to draw under such Letter of Credit) to be immediately due
and payable, and declare the unpaid principal amount of all outstanding Loans,
all interest accrued and unpaid thereon, and all other amounts owing or payable
hereunder or under any other Loan Document to be immediately due and payable,
without presentment, demand, protest or other notice of any kind, all of which
are hereby expressly waived by the Company; and

                (c) exercise on behalf of itself and the Lenders all rights and
remedies available to it and the Lenders under the Loan Documents or applicable
law;

provided, however, that upon the occurrence of any Event of Default specified in
subsection 9.1(f) or (g), the obligation of each Lender to make Loans and the
obligation of the Issuing Lender to Issue Letters of Credit shall automatically
terminate and the unpaid principal amount of all outstanding Loans and all
interest and other amounts as aforesaid shall automatically become due and
payable without further act of the Administrative Agent, the Issuing Lender or
any other Lender.



                                     -103-
<PAGE>   114

        9.3 Rights Not Exclusive. The rights provided for in this Agreement and
the other Loan Documents are cumulative and are not exclusive of any other
rights, powers, privileges or remedies provided by law or in equity, or under
any other instrument, document or agreement now existing or hereafter arising.

                                    ARTICLE X

                                   THE AGENTS

        10.1 Appointment and Authorization. (a) Each Lender hereby irrevocably
(subject to Section 10.9) appoints, designates and authorizes the Administrative
Agent to take such action on its behalf under the provisions of this Agreement
and each other Loan Document and to exercise such powers and perform such duties
as are expressly delegated to it by the terms of this Agreement or any other
Loan Document, together with such powers as are reasonably incidental thereto.
Each Lender hereby appoints Chase as Syndication Agent for the Lenders, BTCo. as
Documentation Agent for the Lenders, ABN AMRO Bank N.V. as Co-Syndication Agent
for the Lenders and Harris Trust & Savings Bank as Co-Documentation Agent for
the Lenders. The Syndication Agent, the Documentation Agent, the Co-Syndication
Agent and the Co-Documentation Agent, in their capacities as such, shall have no
rights or duties hereunder or under any other Loan Document. Notwithstanding any
provision to the contrary contained elsewhere in this Agreement or in any other
Loan Document, the Administrative Agent shall not have any duties or
responsibilities, except those expressly set forth herein, nor shall the
Administrative Agent have or be deemed to have any fiduciary relationship with
any Lender, and no implied covenants, functions, responsibilities, duties,
obligations or liabilities shall be read into this Agreement or any other Loan
Document or otherwise exist against the Administrative Agent. Without limiting
the generality of the foregoing sentence, the use of the term "agent" in this
Agreement and in the other Loan Documents with reference to the Administrative
Agent is not intended to connote any fiduciary or other implied (or express)
obligation arising under agency doctrine of any applicable law. Instead, such
term is used merely as a matter of market custom, and is intended to create or
reflect only an administrative relationship between independent contracting
parties.

                (b) The Issuing Lender shall act on behalf of the Lenders with
respect to any Letters of Credit Issued by it and the documents associated
therewith until such time and except for so long as the Administrative Agent may
agree at the request of the Required Lenders to act for the Issuing Lender with
respect thereto; provided, however, that the Issuing Lender shall have all of
the benefits and immunities (i) provided to the Administrative Agent in this
Article X with respect to any acts taken or omissions suffered by the Issuing
Lender in connection with Letters of Credit Issued by it or proposed to be
Issued by it and the applications and agreements for letters of credit
pertaining to the Letters of Credit as fully as if the term "Administrative
Agent", as used in this Article X, included the Issuing Lender with respect to
such acts or omissions and (ii) as additionally provided in this Agreement with
respect to the Issuing Lender.

        10.2 Delegation of Duties. The Administrative Agent may execute any of
its duties under this Agreement or any other Loan Document by or through agents,
employees or attorneys-in-fact and shall be entitled to advice of counsel
concerning all matters pertaining to



                                     -104-
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such duties. The Administrative Agent shall not be responsible for the
negligence or misconduct of any agent or attorney-in-fact that it selects with
reasonable care.

        10.3 Liability of Administrative Agent. None of the Agent-Related
Persons shall (a) be liable to any Lender for any action taken or omitted to be
taken by any of them under or in connection with this Agreement or any other
Loan Document or the transactions contemplated hereby (except for its own gross
negligence or willful misconduct) or (b) be responsible in any manner to any of
the Lenders for any recital, statement, representation or warranty made by the
Company or any Subsidiary or Affiliate of the Company, or any officer thereof,
contained in this Agreement or in any other Loan Document, or in any
certificate, report, statement or other document referred to or provided for in,
or received by the Administrative Agent under or in connection with, this
Agreement or any other Loan Document, or the validity, effectiveness,
genuineness, enforceability or sufficiency of this Agreement or any other Loan
Document, or the existence, creation, validity, attachment, perfection,
enforceability, value or sufficiency of any collateral security for the
Obligations or for any failure of the Company or any other party to any Loan
Document to perform its obligations hereunder or thereunder. No Agent-Related
Person shall be under any obligation to any Lender to ascertain or to inquire as
to the observance or performance of any of the agreements contained in, or
conditions of, this Agreement or any other Loan Document, or to inspect the
properties, books or records of the Company or any of the Company's Subsidiaries
or Affiliates.

        10.4 Reliance by Administrative Agent. The Administrative Agent shall be
entitled to rely, and shall be fully protected in relying, upon any writing,
resolution, notice, consent, certificate, affidavit, letter, telegram,
facsimile, telex or telephone message, statement or other document or
conversation believed by it to be genuine and correct and to have been signed,
sent or made by the proper Person or Persons, and upon advice and statements of
legal counsel (including counsel to the Company), independent accountants and
other experts selected by the Administrative Agent. The Administrative Agent
shall be fully justified in failing or refusing to take any action under this
Agreement or any other Loan Document unless it shall first receive such advice
or concurrence of the Required Lenders as it deems appropriate and, if it so
requests, it shall first be indemnified to its satisfaction by the Lenders
against any and all liability and expense which may be incurred by it by reason
of taking or continuing to take any such action. The Administrative Agent shall
in all cases be fully protected in acting, or in refraining from acting, under
this Agreement or any other Loan Document in accordance with a request or
consent of the Required Lenders and such request and any action taken or failure
to act pursuant thereto shall be binding upon all of the Lenders.

        10.5 Notice of Default. The Administrative Agent shall not be deemed to
have knowledge or notice of the occurrence of any Event of Default or Unmatured
Event of Default, except with respect to defaults in the payment of principal,
interest and fees required to be paid to the Administrative Agent for the
account of the Lenders, unless the Administrative Agent shall have received
written notice from a Lender or the Company referring to this Agreement,
describing such Event of Default or Unmatured Event of Default and stating that
such notice is a "notice of default". The Administrative Agent will notify the
Lenders of its receipt of any such notice. The Administrative Agent shall take
such action with respect to such Event of Default or Unmatured Event of Default
as may be requested by the Required Lenders in accordance with Article IX;
provided, however, that unless and until the Administrative Agent has received
any



                                     -105-
<PAGE>   116

such request, the Administrative Agent may (but shall not be obligated to) take
such action, or refrain from taking such action, with respect to such Event of
Default or Unmatured Event of Default as it shall deem advisable or in the best
interest of the Lenders.

        10.6 Credit Decision. Each Lender acknowledges that none of the
Agent-Related Persons has made any representation or warranty to it, and that no
act by the Administrative Agent hereafter taken, including any review of the
affairs of the Company and its Subsidiaries, shall be deemed to constitute any
representation or warranty by any Agent-Related Person to any Lender. Each
Lender confirms to the Administrative Agent that it has, independently and
without reliance upon any Agent-Related Person and based on such documents and
information as it has deemed appropriate, made its own appraisal of and
investigation into the business, prospects, operations, property, financial and
other condition and creditworthiness of the Company and its Subsidiaries, and
all applicable bank regulatory laws relating to the transactions contemplated
hereby, and made its own decision to enter into this Agreement and to extend
credit to the Company hereunder. Each Lender also represents that it will,
independently and without reliance upon any Agent-Related Person and based on
such documents and information as it shall deem appropriate at the time,
continue to make its own credit analysis, appraisals and decisions in taking or
not taking action under this Agreement and the other Loan Documents, and to make
such investigations as it deems necessary to inform itself as to the business,
prospects, operations, property, financial and other condition and
creditworthiness of the Company. Except for notices, reports and other documents
expressly herein required to be furnished to the Lenders by the Administrative
Agent, the Administrative Agent shall not have any duty or responsibility to
provide any Lender with any credit or other information concerning the business,
prospects, operations, property, financial and other condition or
creditworthiness of the Company which may come into the possession of any of the
Agent-Related Persons.

        10.7 Indemnification of Agents. Whether or not the transactions
contemplated hereby are consummated, the Lenders shall indemnify upon demand the
Agents and the Agent-Related Persons (to the extent not reimbursed by or on
behalf of the Company and without limiting the obligation of the Company to do
so), pro rata, from and against any and all Indemnified Liabilities incurred by
the Agents or the Agent-Related Persons in their capacities as such; provided,
however, that no Lender shall be liable for the payment to any Agent or
Agent-Related Person of any portion of the Indemnified Liabilities resulting
from such Person's gross negligence or willful misconduct. Without limitation of
the foregoing, to the extent the same are not reimbursed by the Company, each
Lender shall reimburse each Agent upon demand for its ratable share of any costs
or out-of-pocket expenses (including Attorney Costs) incurred by such Agent in
connection with the preparation, execution, delivery, administration,
modification, amendment or enforcement (whether through negotiations, legal
proceedings or otherwise) of, or legal advice in respect of rights or
responsibilities under, this Agreement, any other Loan Document, or any document
contemplated by or referred to herein, to the extent that such Agent is not
reimbursed for such expenses by or on behalf of the Company. The undertaking in
this Section shall survive the payment of all Obligations hereunder and the
resignation or replacement of any Agent.

        10.8 Administrative Agent in Individual Capacity. BofA and its
Affiliates may make loans to, issue letters of credit for the account of, accept
deposits from, acquire equity interests in and generally engage in any kind of
banking, trust, financial advisory, underwriting or other



                                     -106-
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business with the Company and its Subsidiaries and Affiliates as though BofA
were not the Administrative Agent hereunder and without notice to or consent of
the Lenders. The Lenders acknowledge that, pursuant to such activities, BofA or
its Affiliates may receive information regarding the Company or its Affiliates
(including information that may be subject to confidentiality obligations in
favor of the Company or such Affiliates) and acknowledge that the Administrative
Agent shall be under no obligation to provide such information to them. With
respect to its Loans, BofA and any Affiliate thereof shall have the same rights
and powers under this Agreement as any other Lender and may exercise the same as
though BofA were not the Administrative Agent.

        10.9 Successor Administrative Agent. The Administrative Agent may, and
at the request of the Required Lenders shall, resign as Administrative Agent
upon 30 days' notice to the Lenders and the Company. If the Administrative Agent
resigns under this Agreement, the Required Lenders shall have the right, with
the consent of the Company so long as no Event of Default or Unmatured Event of
Default has occurred and is continuing (which consent shall not be unreasonably
withheld or delayed), to appoint from among the Lenders a successor agent for
the Lenders. If no successor agent is appointed prior to the effective date of
the resignation of the Administrative Agent, the Administrative Agent may
appoint, after consulting with the Lenders and the Company, a successor agent
from among the Lenders. Upon the acceptance of its appointment as successor
agent hereunder, such successor agent shall succeed to all the rights, powers
and duties of the retiring Administrative Agent and the term "Administrative
Agent" shall mean such successor agent and the retiring Administrative Agent's
appointment, powers and duties as Administrative Agent shall be terminated.
After any retiring Administrative Agent's resignation hereunder as
Administrative Agent, the provisions of this Article X and Sections 11.4 and
11.5 shall inure to its benefit as to any actions taken or omitted to be taken
by it while it was Administrative Agent under this Agreement. If no successor
agent has accepted appointment as Administrative Agent by the date which is 30
days following a retiring Administrative Agent's notice of resignation, the
retiring Administrative Agent's resignation shall nevertheless thereupon become
effective and the Lenders shall perform all of the duties of the Administrative
Agent hereunder until such time, if any, as the Required Lenders appoint a
successor agent as provided for above. Notwithstanding the foregoing, however,
BofA may not be removed as the Administrative Agent at the request of the
Required Lenders unless BofA and any Affiliate thereof acting as the Issuing
Lender or Swingline Lender hereunder shall also simultaneously be replaced as
the Issuing Lender and Swingline Lender pursuant to documentation in form and
substance reasonably satisfactory to BofA (and, if applicable, such Affiliate).

        10.10 Withholding Tax. (a) If any Lender is not a "U.S. person" within
the meaning of the Code, such Lender shall deliver to the Administrative Agent
and the Company either:

                                (i) properly completed IRS Form W-8ECI
                        certifying that such Lender is entitled to benefits
                        under an income tax treaty to which the United States is
                        a party that reduces the rate of withholding tax on
                        interest to zero before the payment of any interest in
                        the first calendar year and before the payment of any
                        interest in each third succeeding calendar year during
                        which interest may be paid under this Agreement;



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<PAGE>   118

                                (ii) two properly completed and executed copies
                        of IRS Form W-8BEN certifying that income receivable
                        pursuant to this Agreement is effectively connected with
                        the conduct of a trade or business in the United States
                        before the payment of any interest is due in the first
                        taxable year of such Lender and in each succeeding
                        taxable year of such Lender during which interest may be
                        paid under this Agreement, and IRS Form W-9; or

                                (iii) if such Lender is not a "bank" within the
                        meaning of Section 881(c)(3)(A) of the Code, such Lender
                        shall deliver (A) a certificate substantially in the
                        form of Exhibit L and (B) two properly completed and
                        signed copies of Internal Revenue Service Form W-8BEN
                        certifying that such Lender is entitled to an exemption
                        from United States withholding tax with respect to
                        payments of interest to be made under this Agreement and
                        any Note.

        Each such Lender further agrees to deliver such other form or forms from
time to time as may be required under the Code or other laws or regulations of
the United States as a condition to exemption from, or reduction of, United
States withholding tax, to the extent legally permitted to do so. Each such
Lender agrees to promptly notify the Administrative Agent and the Company of any
change in circumstances which would modify or render invalid any claimed
exemption or reduction.

        If any Lender is a United States person, it agrees to complete and
deliver to the Administrative Agent and the Company a statement signed by an
authorized signatory of such Lender to the effect that such Lender is a United
States person together with a duly completed and executed copy of Internal
Revenue Service Form W-9 or a successor form establishing that such Lender is
not subject to U.S. backup withholding tax.

                (b) If any Lender claims exemption from, or reduction of,
withholding tax under a United States tax treaty by providing IRS Form W-8ECI
and such Lender sells, assigns, grants a participation in, or otherwise
transfers all or part of the Obligations of the Company to such Lender, such
Lender agrees to notify the Administrative Agent and the Company of the
percentage amount in which it is no longer the beneficial owner of Obligations
of the Company to such Lender. To the extent of such percentage amount, the
Administrative Agent and the Company will treat such Lender's IRS Form W-8ECI as
no longer valid.

                (c) If any Lender claiming exemption from United States
withholding tax by filing IRS Form W-8BEN with the Administrative Agent and the
Company grants a participation in all or part of the Obligations of the Company
to such Lender, such Lender agrees to undertake sole responsibility for
complying with the withholding tax requirements imposed by Sections 1441 and
1442 of the Code.

                (d) If any Lender is entitled to a reduction in the applicable
withholding tax, the Administrative Agent or the Company, as the case may be,
may withhold from any interest payment to such Lender an amount equivalent to
the applicable withholding tax after taking into account such reduction. If the
forms or other documentation required by subsection (a) of this Section are not
timely delivered to the Administrative Agent, or the Company, as the case may



                                     -108-
<PAGE>   119

be, then the Administrative Agent or the Company, as the case may be, may
withhold from any interest payment to such Lender not providing such forms or
other documentation an amount equivalent to the applicable withholding tax
without reduction.

                (e) If the IRS or any other Governmental Authority of the United
States or other jurisdiction asserts a claim that the Administrative Agent or
the Company did not properly withhold tax from amounts paid to or for the
account of any Lender (because the appropriate form was not delivered or was not
properly executed, or because such Lender failed to notify the Administrative
Agent or the Company of a change in circumstances which rendered the exemption
from, or reduction of, withholding tax ineffective, or for any other reason)
such Lender shall indemnify the Administrative Agent or the Company, as the case
may be, fully for all amounts paid, directly or indirectly, by the
Administrative Agent or the Company, as the case may be, as Tax or otherwise,
including penalties and interest, and including any Taxes imposed by any
jurisdiction on the amounts payable to the Administrative Agent or the Company,
as the case may be, under this Section, together with all costs and expenses
(including Attorney Costs). The obligation of the Lenders under this subsection
shall survive the payment of all Obligations and the resignation or replacement
of the Administrative Agent.

                (f) If any Lender claims exemption from, or reduction of,
withholding tax under the Code by providing IRS Form W-8BEN and a certificate in
the form of Exhibit L and such Lender sells, assigns, grants a participation in,
or otherwise transfers all or part of the Obligations of the Company to such
Lender, such Lender agrees to notify the Administrative Agent and the Company of
the percentage amount in which it is no longer the beneficial owner of
Obligations of the Company to such Lender. To the extent of such percentage
amount, the Administrative Agent and the Company will treat such Lender's IRS
Form W-8BEN and certificate in the form of Exhibit L as no longer valid.

        10.11 Collateral Matters. (a) The Administrative Agent is authorized on
behalf of all the Lenders, without the necessity of any notice to or further
consent from the Lenders, from time to time to take any action with respect to
any Collateral or the Collateral Documents which may be necessary to perfect and
maintain perfected the security interest in and Liens upon the Collateral
granted pursuant to the Collateral Documents.

                (b) The Lenders irrevocably authorize the Administrative Agent,
at its option and in its discretion, to release any Lien granted to or held by
the Administrative Agent upon any Collateral: (i) upon termination of the
Commitments and payment in full of all Loans and all other obligations known to
the Administrative Agent and payable under this Agreement or any other Loan
Document; (ii) constituting property sold or to be sold or disposed of as part
of or in connection with any disposition permitted hereunder; (iii) constituting
property in which the Company or any Subsidiary owned no interest at the time
the Lien was granted or at any time thereafter; (iv) constituting property
leased to the Company or any Subsidiary under a lease which has expired or been
terminated in a transaction permitted under this Agreement or is about to expire
and which has not been, and is not intended by the Company or such Subsidiary to
be, renewed or extended; (v) consisting of an instrument evidencing Indebtedness
or other debt instrument, if the indebtedness thereby has been paid in full; or
(vi) if approved, authorized or ratified in writing by the Required Lenders or,
if required by subsection 11.1(h), all the Lenders. Upon request by the
Administrative Agent at any time, the Lenders will confirm in writing the



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Administrative Agent's authority to release particular types or items of
Collateral pursuant to this subsection 10.11(b).

                (c) Each Lender agrees with and in favor of each other (which
agreement shall not be for the benefit of the Company or any Subsidiary) that
any security interest in real property collateral received by a Lender in
connection with the extension of any loan or financial commitment between such
Lender and the Company or any of its Affiliates and not related to the
transactions contemplated hereby shall not constitute collateral for the
Company's obligations under this Agreement or any other Loan Document.

                (d) (i) Any and all proceeds of disposition or other realization
on the Collateral or from any realization on Article XII or the Subsidiary
Guaranty received by the Administrative Agent in connection with any
enforcement, sale, collection (including judicial or non-judicial foreclosure)
or similar proceedings with respect to the Collateral or a demand or other
enforcement or collection with respect to Article XII or the Subsidiary Guaranty
shall be applied by the Administrative Agent, as follows:

                FIRST: To the payment of the reasonable costs and expenses of
        such disposition, collection or other realization, including Attorney
        Costs, and all reasonable expenses, liabilities and advances made or
        incurred by the Administrative Agent in connection therewith;

                SECOND: To the ratable payment of the Liabilities then due and
        owing to the Lender Parties; provided that with respect to Liabilities
        consisting of the undrawn amounts of outstanding Letters of Credit,
        payment shall be made to the Administrative Agent, to be retained as
        Cash Collateral, for the ratable portion of the Liabilities consisting
        of such undrawn amount of outstanding Letters of Credit (provided that
        (A) if any such Letter of Credit is drawn upon, the Administrative Agent
        shall distribute (ratably in accordance with subsection 3.4(a)) the Cash
        Collateral therefor which is allocable to the amount drawn upon such
        Letter of Credit to the Issuing Lender and, if any Revolving Lenders
        have paid the Administrative Agent for the account of the Issuing Lender
        for such Revolving Lenders' participation in such Letter of Credit in
        accordance with Section 3.3, the Revolving Lenders entitled to receive
        such distribution and (B) if and to the extent that any such Letter of
        Credit shall expire or terminate, the amount of Cash Collateral therefor
        shall be applied in accordance with this subsection 10.11(d)(i)),
        calculated in accordance with the provisions of subsection 10.11(d)(ii);
        and

                THIRD: After payment in full of all Liabilities, any surplus
        then remaining from such proceeds shall be paid to the Company or to
        whomsoever may be lawfully entitled to receive the same or paid as a
        court of competent jurisdiction may direct.

        Until such proceeds are so applied, the Administrative Agent shall hold
such proceeds in its custody in accordance with its regular procedures for
handling deposited funds.

                                (ii) Payment of proceeds of Collateral or of any
                        realization on Article XII or the Subsidiary Guaranty to
                        any Lender Party shall be based upon the proportion
                        which the amount of such Liabilities of such Lender



                                     -110-
<PAGE>   121

                        Party bears to the total amount of all Liabilities of
                        all such Lender Parties. For purposes of determining the
                        proportionate amounts of all Liabilities sharing in any
                        such distribution, (A) the amount of the outstanding
                        Obligations shall be deemed to be the Effective Amount
                        of the Loans and Letters of Credit and all accrued
                        interest, fees and costs with respect thereto and (B)
                        the amount under any outstanding Swap Contract shall be
                        deemed to be the amount of the Permitted Swap
                        Obligations then due and payable (including early
                        termination payments then due) in connection therewith
                        and all accrued interest and fees with respect thereto,
                        after giving effect to any netting of payments to which
                        the Company is entitled with respect to such Swap
                        Contract vis-a-vis the Company's counterparty to such
                        Swap Contract.

                                (iii) Payments of proceeds of Collateral or of
                        any realization on Article XII or the Subsidiary
                        Guaranty by the Administrative Agent in respect of (x)
                        the Obligations shall be made to the Administrative
                        Agent for distribution to the Lenders pro rata and (y)
                        any Swap Contract shall be made as directed by the
                        Lender Party to which the same is owed.

                                   ARTICLE XI

                                  MISCELLANEOUS

        11.1 Amendments and Waivers. No amendment or waiver of any provision of
this Agreement or any other Loan Document, and no consent with respect to any
departure by the Company or Parent therefrom, shall be effective unless the same
shall be in writing and signed by the Required Lenders, the Company and Parent
and acknowledged by the Administrative Agent, and then any such waiver or
consent shall be effective only if in writing and in the specific instance and
for the specific purpose for which given; provided that:

                (a) no such waiver, amendment or consent shall increase or
extend any Commitment of any Lender (or reinstate any Commitment terminated
pursuant to Section 9.2) without the written consent of such Lender;

                (b) no such waiver, amendment or consent shall postpone or delay
any date fixed by this Agreement or any other Loan Document for any payment of
regularly scheduled principal or interest on any Loan without the written
consent of the Lender holding such Loan;

                (c) no such waiver, amendment or consent shall reduce the
principal of, or the rate of interest specified herein on, any Loan without the
written consent of the Lender holding such Loan;

                (d) no such waiver, amendment or consent shall (subject to
clause (n) below) reduce any fees payable hereunder or under any other Loan
Document, or postpone or delay any date fixed by this Agreement or any other
Loan Document for the payment of fees or any other amounts due to any Lender
hereunder or under any other Loan Document, without the written consent of the
Lender to whom such fee or other amount is owing;



                                     -111-
<PAGE>   122

                (e) no such waiver, amendment or consent shall (x) change the
aggregate percentage of the Total Percentage which is required for the Lenders
or any of them to take any action hereunder without the written consent of all
Lenders, (y) amend the definition of "Required Revolving Lenders" without the
written consent of all Revolving Lenders or (z) amend the definition of
"Required Term Lenders" without the written consent of all Term Lenders;

                (f) no such waiver, amendment or consent shall, without the
written consent of the Required Revolving Lenders and the Required Term Lenders,
change the advance rates or any other term of the definition of "Borrowing Base"
or the definitions of "Eligible Account Receivable" or "Eligible Inventory" or
amend or modify this clause (f);

                (g) no such waiver, amendment or consent relating to the
definition of "Mandatory Prepayment Event" or to any provision of this Agreement
or any other Loan Document which would result in any increased or decreased
mandatory prepayment of any Loan, or any increased or decreased mandatory
reduction of any Commitment, or to this clause (g), shall be made without the
written consent of the Required Revolving Lenders and the Required Term Lenders;

                (h) no such waiver, amendment or consent shall release the
Subsidiary Guaranty or Article XII or Parent or any Subsidiary from its
respective obligations under the Loan Documents to which it is a party or
release all or substantially all of the collateral securing the Obligations
without the written consent of all Lenders;

                (i) no such waiver, amendment or consent shall amend or waive
any provision of this Section or Section 2.15, or any other provision herein
providing for consent or other action by all Lenders, without the written
consent of all Lenders;

                (j) after the making of the Term Loans, Section 2.3, 2.4 (as it
relates to conversions and continuations of Revolving Loans), 2.6, 2.7 (as it
relates to an optional prepayment of Revolving Loans), 2.8(b) or 2.9(c) or
Article III may be amended, or the rights or privileges thereunder waived, with
the written consent of the Required Revolving Lenders (or, in the case of
Section 2.9(c), all of the Revolving Lenders), the Company and the
acknowledgment of the Administrative Agent;

                (k) no amendment, waiver or consent shall, unless in writing and
signed by the Issuing Lender in addition to the Required Lenders or all Lenders,
as the case may be, affect the rights or duties of the Issuing Lender under this
Agreement or any L/C-Related Document relating to any Letter of Credit Issued or
to be Issued by it;

                (l) no amendment, waiver or consent shall, unless in writing and
signed by the Swingline Lender in addition to the Required Lenders or all
Lenders, as the case may be, affect the rights and duties of the Swingline
Lender under this Agreement;

                (m) no amendment, waiver or consent shall, unless in writing and
signed by the Administrative Agent in addition to the Required Lenders or all
Lenders, as the case may be, affect the rights or duties of the Administrative
Agent under this Agreement or any other Loan Document; and



                                     -112-
<PAGE>   123

                (n) the Fee Letter may be amended, or rights or privileges
thereunder waived, in writing executed by the parties thereto.

        11.2 Notices. (a) All notices, requests and other communications
hereunder shall be in writing (including, unless the context expressly otherwise
provides, by facsimile transmission, provided that any matter transmitted by the
Company or Parent by facsimile (i) shall be immediately followed by a telephone
call to the recipient at the number specified on Schedule 11.2, and (ii) shall
be followed promptly by delivery of a hard copy original thereof) and mailed,
faxed or delivered to the address or facsimile number specified for notices on
Schedule 11.2; or, as directed to the Company or the Administrative Agent, to
such other address as shall be designated by such party in a written notice to
the other parties, and as directed to any other party, at such other address as
shall be designated by such party in a written notice to the Company and the
Administrative Agent.

                (b) All such notices, requests and communications shall, when
transmitted by overnight delivery, or faxed, be effective when delivered, or
transmitted in legible form by facsimile machine, respectively, or if mailed,
upon the third Business Day after the date deposited into the U.S. mail, return
receipt requested; except that notices to the Administrative Agent pursuant to
Article II, III or X shall not be effective until actually received by the
Administrative Agent, and notices pursuant to Article III to the Issuing Lender
shall not be effective until actually received by the Issuing Lender at the
address specified for the "Issuing Lender" on Schedule 11.2.

                (c) Any agreement of the Administrative Agent and the Lenders
herein to receive certain notices by telephone or facsimile is solely for the
convenience and at the request of the Company. The Administrative Agent and the
Lenders shall be entitled to rely on the authority of any Person purporting to
be a Person authorized by the Company to give such notice and the Administrative
Agent and the Lenders shall not have any liability to the Company or any other
Person on account of any action taken or not taken by the Administrative Agent
or the Lenders in reliance upon such telephonic or facsimile notice. The
obligation of the Company to repay the Loans and L/C Obligations shall not be
affected in any way or to any extent by any failure of the Administrative Agent
and the Lenders to receive written confirmation of any telephonic or facsimile
notice or the receipt by the Administrative Agent and the Lenders of a
confirmation which is at variance with the terms understood by the
Administrative Agent and the Lenders to be contained in the telephonic or
facsimile notice.

        11.3 No Waiver; Cumulative Remedies. No failure to exercise and no delay
in exercising, on the part of the Administrative Agent or any Lender, any right,
remedy, power or privilege hereunder shall operate as a waiver thereof; nor
shall any single or partial exercise of any right, remedy, power or privilege
hereunder preclude any other or further exercise thereof or the exercise of any
other right, remedy, power or privilege.

        11.4 Costs and Expenses. The Company shall:

                (a) whether or not the transactions contemplated hereby are
consummated, pay or reimburse the Agents and the Arrangers and their Affiliates
(including BofA in its capacities as Swingline Lender and Issuing Lender) within
five Business Days after demand



                                     -113-
<PAGE>   124

therefor (subject to subsection 5.1(f)) for all reasonable and documented costs
and expenses incurred by the Agents and the Arrangers and their Affiliates in
connection with the preparation, delivery, administration and execution of, and
any amendment, supplement, waiver or modification to (in each case, whether or
not consummated), this Agreement, any Loan Document and any other document
prepared in connection herewith or therewith, and the consummation of the
transactions contemplated hereby and thereby, including Attorney Costs incurred
by the Agents and the Arrangers with respect thereto; and

                (b) pay or reimburse the Administrative Agent and each Lender
within five Business Days after demand therefor (subject to subsection 5.1(f))
for all costs and expenses (including Attorney Costs) incurred by them in
connection with the enforcement, attempted enforcement or preservation of any
right or remedy under this Agreement or any other Loan Document during the
existence of an Event of Default or after acceleration of the Loans (including
in connection with any "workout" or restructuring regarding the Loans and
including in any Insolvency Proceeding or appellate proceeding).

        11.5 Company Indemnification. Whether or not the transactions
contemplated hereby are consummated, the Company shall indemnify and hold the
Agent-Related Persons, each Agent and each Lender and each of their respective
Affiliates, officers, directors, employees, counsel, agents, investment
advisers, trustees and attorneys-in-fact (each an "Indemnified Person") harmless
from and against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, charges, expenses and disbursements
(including Attorney Costs) of any kind or nature whatsoever (excluding costs and
expenses specifically referred to in Section 11.4) which may at any time
(including at any time following repayment of the Loans, the termination of the
Letters of Credit and the termination, resignation or replacement of the
Administrative Agent or replacement of any Lender) be imposed on, incurred by or
asserted against any such Person in any way relating to or arising out of this
Agreement or any document contemplated by or referred to herein, or the
transactions contemplated hereby or thereby, or any action taken or omitted by
any such Person under or in connection with any of the foregoing, including with
respect to any investigation, litigation or proceeding (including any Insolvency
Proceeding or appellate proceeding or any investigation, litigation or
proceeding related to any environmental cleanup, audit, compliance or other
matter relating to the protection of the environment or the Release by the
Company or any of its Subsidiaries of any Hazardous Material) related to or
arising out of this Agreement or the Loans or Letters of Credit or the use of
the proceeds thereof, whether or not any Indemnified Person is a party thereto
(all the foregoing, collectively, the "Indemnified Liabilities"); provided that
the Company shall have no obligation hereunder to any Indemnified Person with
respect to Indemnified Liabilities resulting solely from the gross negligence or
willful misconduct of such Indemnified Person. The agreements in this Section
shall survive payment of all other Obligations. Each Agent-Related Person and
each Lender agrees that in the event that any investigation, litigation or
proceeding is asserted or threatened in writing or instituted against it or any
other Indemnified Person, or any remedial, removal or response action which is
requested of it or any other Indemnified Person, for which any Agent-Related
Person or Lender may desire indemnity or defense hereunder, such Agent-Related
Person or such Lender shall notify the Company in writing of such event;
provided that failure to so notify the Company shall not affect the right of any
Agent-Related Person or Lender to seek indemnification under this Section.



                                     -114-
<PAGE>   125

        11.6 Payments Set Aside. To the extent that the Company makes a payment
to the Administrative Agent or the Lenders, or the Administrative Agent or the
Lenders exercise their right of set-off, and such payment or the proceeds of
such set-off or any part thereof is subsequently invalidated, declared to be
fraudulent or preferential, set aside or required (including pursuant to any
settlement entered into by the Administrative Agent or such Lender in its
discretion) to be repaid to a trustee or receiver, or any other party, in
connection with any Insolvency Proceeding or otherwise, then (a) to the extent
of such recovery, the obligation or part thereof originally intended to be
satisfied shall be revived and continued in full force and effect as if such
payment had not been made or such set-off had not occurred and (b) each Lender
severally agrees to pay to the Administrative Agent upon demand its pro rata
share of any amount so recovered from or repaid by the Administrative Agent.

        11.7 Successors and Assigns. The provisions of this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns, except that the Company may not assign or transfer any
of its rights or obligations under this Agreement without the prior written
consent of the Administrative Agent and each Lender.

        11.8 Assignments, Participations, etc. (a) Any Lender may, with the
written consent of the Company at all times other than during the existence of
an Event of Default and with the written consents of the Administrative Agent
and, in case of an assignment of a Revolving Commitment or L/C Obligations, the
Issuing Lender and the Swingline Lender, which consents shall not be
unreasonably withheld or delayed, at any time assign and delegate to one or more
Eligible Assignees (provided that no written consent of the Company, the
Administrative Agent, the Issuing Lender or the Swingline Lender shall be
required in connection with any assignment and delegation by a Lender to a
Person described in clause (ii), (iii), (iv) or (v) of the definition of
Eligible Assignee) (each, an "Assignee") all, or any part, of the Loans, the
Revolving Commitment, the L/C Obligations and the other rights and obligations
of such Lender hereunder, in a minimum amount of $5,000,000 (or, if less, all of
such Lender's remaining rights and obligations hereunder or all of such Lender's
rights and obligations with respect to Revolving Commitment and Revolving Loans
or Term Loans) or such lesser amount as may be approved by the Company and the
Administrative Agent (provided that such minimum amount shall not apply to
assignments by a Lender to Persons described in clause (ii), (iii), (iv) or (v)
of the definition of Eligible Assignee and provided further that any assignment
consisting solely of Term Loans may be in a minimum amount of $1,000,000);
provided, however, that (A) the Company, the Administrative Agent, the Issuing
Lender and the Swingline Lender may continue to deal solely and directly with
such Lender in connection with the interest so assigned to an Assignee until (i)
written notice of such assignment, together with payment instructions, addresses
and related information with respect to the Assignee shall have been given to
the Company and the Administrative Agent by such Lender and the Assignee, (ii)
such Lender and the Assignee shall have delivered to the Company and the
Administrative Agent an Assignment and Acceptance in the form of Exhibit K (an
"Assignment and Acceptance") together with any Note or Notes subject to such
assignment and (iii) the assignor Lender or the Assignee shall have paid to the
Administrative Agent a processing fee in the amount of $3,500 (provided that
such fee shall not apply to any assignment by any Lender to any Affiliate of
such Lender or, in the case of any assignee Lender that is a fund, to any Person
in clause (iv) of the definition of Eligible Assignee that has the same
investment adviser as such assignee or that is managed by an Affiliate of such
investment adviser) and (B) the Company shall not, as a result of any



                                     -115-
<PAGE>   126

assignment, delegation or participation by any Lender, incur any increased
liability for Taxes, Other Taxes or Further Taxes pursuant to Section 4.1. The
Company designates the Administrative Agent as its agent for maintaining a book
entry record of ownership identifying the Lenders, their respective addresses
and the amount of the respective Loans and Notes which they own. The foregoing
provisions are intended to comply with the registration requirements in Treasury
Regulation Section 5f.103-1 so that the Loans and Notes are considered to be in
"registered form" pursuant to such regulation.

        The Administrative Agent, acting for this purpose as the agent of the
Company, shall maintain at its address a copy of each Assignment and Acceptance
delivered to it and a register for the recordation of the names and addresses of
the Lenders and the Commitments and Loans of each Lender pursuant to the terms
hereof from time to time (the "Register"). The entries in the Register shall be
conclusive, absent manifest error, and the Company, the Agents, the Issuing
Lender, the Swingline Lender and the Lenders may treat each Person whose name is
recorded in the Register pursuant to the terms hereof as a Lender hereunder for
all purposes of this Agreement. The Register shall be available for inspection
by the Company, the Agents and the Lenders at any reasonable time and from time
to time upon reasonable prior notice.

                (b) From and after the date that the Administrative Agent
notifies the assignor Lender that it has provided its consent, and received the
consents of the Swingline Lender, the Issuing Lender and (if applicable) the
Company, with respect to an executed Assignment and Acceptance and payment of
the above-referenced processing fee, (i) the Assignee thereunder shall be a
party hereto and, to the extent that rights and obligations hereunder have been
assigned to it pursuant to such Assignment and Acceptance, shall have the rights
and obligations of a Lender under the Loan Documents, and (ii) the assignor
Lender shall, to the extent that rights and obligations hereunder and under the
other Loan Documents have been assigned by it pursuant to such Assignment and
Acceptance, relinquish its rights and be released from its obligations under the
Loan Documents. Concurrently with or prior to giving such notice to the assignor
Lender, the Administrative Agent shall have recorded the information contained
in such Assignment and Acceptance in the Register. No assignment shall be
effective for the purposes of this Agreement unless it has been recorded in the
Register as provided in this paragraph.

                (c) Any Lender may at any time sell to one or more commercial
banks or other Persons not Affiliates of the Company (a "Participant")
participating interests in any Loan, the Revolving Commitment of such Lender and
the other interests of such Lender (the "originating Lender") hereunder and
under the other Loan Documents; provided, however, that (i) the originating
Lender's obligations under this Agreement shall remain unchanged, (ii) the
originating Lender shall remain solely responsible for the performance of such
obligations, (iii) the Company, the Swingline Lender, the Issuing Lender and the
Administrative Agent shall continue to deal solely and directly with the
originating Lender in connection with the originating Lender's rights and
obligations under this Agreement and the other Loan Documents and (iv) no Lender
shall transfer or grant any participating interest under which the Participant
has rights to approve any amendment to, or any consent or waiver with respect
to, this Agreement or any other Loan Document, except to the extent such
amendment, consent or waiver would require unanimous consent of the Lenders or
the consent of a particular Lender or the consent of the Required Revolving
Lenders or Required Term Lenders, in each case as described in clauses (a)
through (i) of the proviso to Section 11.1. In the case of any such



                                     -116-
<PAGE>   127

participation, the Participant shall be entitled to the benefit of Sections 4.1,
4.3 and 11.5 as though it were also a Lender hereunder (provided, with respect
to Sections 4.1 and 4.3, the Company shall not be required to pay any amount
which it would not have been required to pay if no participating interest had
been sold), and if amounts outstanding under this Agreement are due and unpaid,
or shall have been declared or shall have become due and payable upon the
occurrence of an Event of Default, the Participant shall be deemed to have the
right of set-off in respect of its participating interest in amounts owing under
this Agreement to the same extent as if the amount of its participating interest
were owing directly to it as a Lender under this Agreement. Each Lender which
sells a participation will maintain a book entry record of ownership identifying
the Participant(s) and the amount of such participation(s) owned by such
Participant(s). Such book entry record of ownership shall be maintained by the
Lender as agent for the Company and the Administrative Agent. This provision is
intended to comply with the registration requirements in Treasury Regulation
Section 5f.103-1 so that the Loans and Notes are considered to be in "registered
form" pursuant to such regulation. Each Lender may furnish any information
concerning the Company and its Subsidiaries in the possession of such Lender
from time to time to participants and prospective participants and may furnish
information in response to credit inquiries consistent with general banking
practice.

                (d) Notwithstanding any other provision in this Agreement, (i)
any Lender may at any time assign all or any portion of its rights under and
interest in this Agreement and any Note held by it to any Affiliate of such
Lender that is an "Eligible Assignee" or create a security interest in, or
pledge all or any portion of its rights under and interest in this Agreement and
any Note held by it in favor of any Federal Reserve Bank in accordance with
Regulation A of the FRB or U.S. Treasury Regulation 31 CFR Section 203.14, and
such Federal Reserve Bank may enforce such pledge or security interest in any
manner permitted under applicable law and (ii) any Lender which is a fund may,
pledge all or any portion of its Loans and Notes to its trustee in support of
its obligations to its trustee.

        11.9 Confidentiality. Each Lender agrees to take, and to cause its
Affiliates to take, normal and reasonable precautions and exercise due care to
maintain the confidentiality of all non-public information provided to it by the
Company or any Subsidiary, or by the Administrative Agent on the Company's or
any Subsidiary's behalf, under this Agreement or any other Loan Document, and
neither such Lender nor any of its Affiliates shall use any such information
other than in connection with or in enforcement of this Agreement and the other
Loan Documents or in connection with other business now or hereafter existing or
contemplated with the Company or any Subsidiary, except to the extent such
information (i) was or becomes generally available to the public other than as a
result of disclosure by such Lender or (ii) was or becomes available on a
non-confidential basis from a source other than the Company (provided that such
source is not bound by a confidentiality agreement with the Company or any
Subsidiary known to such Lender); provided, however, that any Lender may
disclose such information (A) at the request or pursuant to any requirement of
any Governmental Authority to which such Lender is subject or in connection with
an examination of such Lender by any such authority, (B) pursuant to subpoena or
other court process, (C) when required to do so in accordance with the
provisions of any applicable Requirement of Law, (D) to the extent reasonably
required in connection with any litigation or proceeding to which the
Administrative Agent or any Lender or any of their respective Affiliates may be
party, (E) to the extent reasonably required in connection with the exercise of
any remedy hereunder or under any other



                                     -117-
<PAGE>   128

Loan Document, (F) to such Lender's independent auditors and other professional
advisors, (G) to any Participant or Assignee, actual or potential, or to direct
or indirect contractual counterparties to swap agreements or such contractual
counterparties' professional advisors provided that such Person or contractual
counterparty or professional advisor to such contractual counterparty agrees in
writing to keep such information confidential to the same extent required of the
Lenders hereunder, (H) as to any Lender or its Affiliate, as expressly permitted
under the terms of any other document or agreement regarding confidentiality to
which the Company or any Subsidiary is party or is deemed party with such Lender
or such Affiliate, (I) to its Affiliates and (J) to the National Association of
Insurance Commissioners or any similar organization or, with the consent of the
Company (not to be unreasonably withheld or delayed), any nationally recognized
rating agency that requires access to information about such Lender's investment
portfolio in connection with ratings issued to such Lender.

        11.10 Set-off. In addition to any right or remedy of the Lenders
provided by law, if an Event of Default exists, or the Loans have been
accelerated, each Lender is authorized at any time and from time to time,
without prior notice to the Company or Parent, any such notice being waived by
the Company and Parent to the fullest extent permitted by law, to set off and
apply any and all deposits (general or special, time or demand, provisional or
final) at any time held by, and other indebtedness at any time owing by, such
Lender or any Affiliate of such Lender to or for the credit or the account of
the Company or Parent against any and all Obligations then due and owing to such
Lender, and each Affiliate of such Lender is hereby irrevocably authorized to
permit such set-off and application. Each Lender agrees promptly to notify the
Company and the Administrative Agent after any such set-off and application made
by such Lender; provided that the failure to give such notice shall not affect
the validity of such set-off and application.

        11.11 Automatic Debits of Fees. With respect to any commitment fee,
arrangement fee, agency fee, letter of credit fee or other fee, or any other
cost or expense (including Attorney Costs) due and payable to the Administrative
Agent, the Swingline Lender or the Issuing Lender under the Loan Documents, each
of the Company and Parent hereby irrevocably authorizes BofA to debit any
deposit account of the Company or Parent with BofA in an amount such that the
aggregate amount debited from all such deposit accounts does not exceed such fee
or other cost or expense. If there are insufficient funds in such deposit
accounts to cover the amount of the fee or other cost or expense then due, such
debits will be reversed (in whole or in part, in BofA's sole discretion) and
such amount not debited shall be deemed to be unpaid. No such debit under this
Section shall be deemed a set-off.

        11.12 Notification of Addresses, Lending Offices, Etc. Each Lender shall
notify the Administrative Agent in writing of any change in the address to which
notices to such Lender should be directed, of addresses of any Lending Office,
of payment instructions in respect of all payments to be made to it hereunder
and of such other administrative information as the Administrative Agent shall
reasonably request.

        11.13 Counterparts. This Agreement may be executed in any number of
separate counterparts, each of which, when so executed, shall be deemed an
original, and all of which taken together shall constitute but one and the same
instrument.



                                     -118-
<PAGE>   129

        11.14 Severability. The illegality or unenforceability of any provision
of this Agreement or any instrument or agreement required hereunder shall not in
any way affect or impair the legality or enforceability of the remaining
provisions of this Agreement or such instrument or agreement.

        11.15 No Third Parties Benefited. This Agreement is made and entered
into for the sole protection and legal benefit of the Company, Parent, the
Lender Parties, the Administrative Agent and the Agent-Related Persons, and
their permitted successors and assigns, and no other Person shall be a direct or
indirect legal beneficiary of, or have any direct or indirect cause of action or
claim in connection with, this Agreement or any other Loan Document.

        11.16 Governing Law and Jurisdiction. (a) THIS AGREEMENT AND ANY NOTES
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAW OF THE
STATE OF NEW YORK; PROVIDED THAT THE ADMINISTRATIVE AGENT AND THE LENDERS SHALL
RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.

                (b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE
OF NEW YORK OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK, AND
BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH OF THE COMPANY, PARENT, THE
ADMINISTRATIVE AGENT AND THE LENDERS CONSENTS, FOR ITSELF AND IN RESPECT OF ITS
PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF SUCH COURTS. EACH OF THE COMPANY,
PARENT, THE ADMINISTRATIVE AGENT AND THE LENDERS IRREVOCABLY WAIVES ANY
OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE
GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE
BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS
AGREEMENT OR ANY DOCUMENT RELATED HERETO. THE COMPANY, PARENT, THE
ADMINISTRATIVE AGENT AND THE LENDERS EACH WAIVE PERSONAL SERVICE OF ANY SUMMONS,
COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY
NEW YORK LAW.

        11.17 Waiver of Jury Trial. THE COMPANY, PARENT, THE LENDERS AND THE
ADMINISTRATIVE AGENT EACH WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OF
ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS
AGREEMENT, THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR
THEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY
ANY OF THE PARTIES AGAINST ANY OTHER PARTY OR ANY AGENT-RELATED PERSON,
PARTICIPANT OR ASSIGNEE, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS OR
OTHERWISE. THE COMPANY, PARENT, THE LENDERS AND THE ADMINISTRATIVE AGENT EACH
AGREE THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT WITHOUT A
JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR
RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO
ANY



                                     -119-
<PAGE>   130

ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO
CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR THE OTHER LOAN
DOCUMENTS OR ANY PROVISION HEREOF OR THEREOF. THIS WAIVER SHALL APPLY TO ANY
SUBSEQUENT AMENDMENT, RENEWAL, SUPPLEMENT OR MODIFICATION TO THIS AGREEMENT AND
THE OTHER LOAN DOCUMENTS.

        11.18 Entire Agreement. This Agreement, together with the other Loan
Documents, embodies the entire agreement and understanding among the Company,
Parent, the Lenders and the Agents, and supersedes all prior or contemporaneous
agreements and understandings of such Persons, verbal or written, relating to
the subject matter hereof and thereof.

                                   ARTICLE XII

                                  THE GUARANTY

        12.1 The Guaranty. Parent hereby unconditionally and irrevocably
guarantees (as primary obligor and not merely as surety) to the Lender Parties
and the Administrative Agent, and to each of them, the due and punctual payment,
observance and performance of all of the Guaranteed Obligations when and as due,
whether at maturity, by acceleration, mandatory prepayment or otherwise,
according to the terms hereof and thereof, and Parent hereby unconditionally and
irrevocably agrees to cause payment or performance of the Guaranteed Obligations
to be made punctually as and when the same shall become due upon demand;
provided, however, that the liability of Parent under this Article XII shall be
limited to the maximum amount which Parent may incur without violating any
fraudulent conveyance or fraudulent transfer law (plus all reasonable costs and
expenses paid or incurred by the Administrative Agent or any Lender Party in
enforcing this Article XII against Parent). The guaranty under this Article XII
shall be of payment and performance and not of collection merely. Parent agrees
that upon the occurrence of any Event of Default under Section 9.1(f) or (g)
with respect to the Company or any Material Subsidiary, and if such event shall
occur at a time when any of the Guaranteed Obligations may not then be due and
payable, Parent will pay to the Administrative Agent for the account of the
Lender Parties forthwith the full amount which would be payable hereunder by
Parent if all Guaranteed Obligations were then due and payable.

        12.2 Guaranty Unconditional. The obligations of Parent under this
Article XII shall be continuing, unconditional and absolute and, without
limiting the generality of the foregoing, shall not be released, discharged or
otherwise affected by:

                (a) any extension, renewal, settlement, compromise, waiver or
release in respect of any Guaranteed Obligation, by operation of law or
otherwise;

                (b) any modification or amendment of or supplement to any Loan
Document;

                (c) any modification, amendment, waiver, release, non-perfection
or invalidity of any direct or indirect security, or of any guaranty or other
liability of any third party, for any Guaranteed Obligation;



                                     -120-
<PAGE>   131

                (d) any change in the corporate existence, structure or
ownership of the Company or any Subsidiary, or any insolvency, bankruptcy,
reorganization or other similar proceeding affecting the Company or any
Subsidiary or its assets or any resulting release or discharge of any Guaranteed
Obligation;

                (e) the existence of any claim, setoff or other right which
Parent may have at any time against the Company, the Administrative Agent, any
Lender or any other Person, whether or not arising in connection with the Loan
Documents;

                (f) any invalidity or unenforceability relating to or against
the Company or any Subsidiary for any reason of the whole or any provision of
any Loan Document, or any provision of applicable law purporting to prohibit the
payment or performance by the Company of the Guaranteed Obligations; or

                (g) any other act or omission of any kind to act or delay by the
Company, any Subsidiary, the Administrative Agent, any Lender or any other
Person or any other circumstance whatsoever that might, but for the provisions
of this Section 12.2, constitute a legal or equitable discharge of the
obligations of Parent under this Article XII.

        12.3 Discharge Only Upon Payment in Full; Reinstatement in Certain
Circumstances. The obligations of Parent under this Article XII shall remain in
full force and effect until all of the Commitments shall have expired or been
terminated, all of the Guaranteed Obligations shall have been paid in full in
cash and all Letters of Credit shall have expired. If at any time all or any
part of any payment previously applied to any Guaranteed Obligation is rescinded
or must be otherwise restored or returned upon the insolvency, bankruptcy or
reorganization of the Company or otherwise, the obligations of Parent under this
Article XII with respect to such payment shall be reinstated at such time as
though such payment had become due but not been made at such time.

        12.4 Waiver. Parent irrevocably waives acceptance hereof, presentment,
demand, protest and any notice not provided for herein, as well as any
requirement that at any time any action be taken by any Person against the
Company or any other Person or any collateral securing the Guaranteed
Obligations. Parent hereby further expressly waives notice of the existence or
creation or nonpayment of all or any of the Guaranteed Obligations.

        12.5 Delay of Subrogation. Notwithstanding any payment made by or for
the account of Parent pursuant to this Article XII, Parent shall not be
subrogated to any right of the Administrative Agent or any Lender Party until
such time as the Administrative Agent and each Lender shall have received final
payment in cash of the full amount of the Guaranteed Obligations.

        12.6 Stay of Acceleration. If acceleration of the time for payment of
any amount payable by the Company under any Loan Document is stayed upon the
insolvency, bankruptcy or reorganization of the Company, all such amounts
otherwise subject to acceleration under the terms of the Loan Documents shall
nonetheless be payable by Parent hereunder forthwith on demand by the
Administrative Agent.



                                     -121-
<PAGE>   132

        12.7 Information. Parent represents and warrants to the Administrative
Agent and the Lender Parties that it now has and will continue to have
independent means of obtaining information concerning the affairs, financial
condition and business of the Company. Neither the Administrative Agent nor any
Lender Party shall have any duty or responsibility to provide the Guarantor with
any credit or other information concerning the affairs, financial condition or
business of the Company.

        12.8 Costs. Parent further agrees to pay all reasonable expenses
(including Attorney Costs) paid or incurred by the Administrative Agent or any
Lender Party in endeavoring to collect the Obligations of Parent under this
Article XII or any part thereof, and in enforcing this Article XII against
Parent.

        12.9 Amendment and Restatement. This Article XII amends, restates and
replaces the Amended and Restated Parent Guaranty dated as of December 17, 1997.



                                     -122-
<PAGE>   133

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

                                       DEL MONTE CORPORATION


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


                                       DEL MONTE FOODS COMPANY


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



                                      S-1
<PAGE>   134

                                       ABN AMRO BANK N.V.,
                                       as Co-Syndication Agent and as a Lender


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


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



                                      S-2
<PAGE>   135

                                       ALLFIRST BANK,
                                       as a Lender


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



                                      S-3
<PAGE>   136

                                       AMERICAN AGCREDIT, PCA,
                                       as a Lender


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



                                      S-4
<PAGE>   137

                                       BANK OF AMERICA, N.A.,
                                       as Administrative Agent, Issuing Lender,
                                       Swingline Lender and Lender


                                       By:
                                             -----------------------------------
                                              William Stafeil
                                       Title: Managing Director



                                      S-5
<PAGE>   138

                                       THE BANK OF NEW YORK,
                                       as a Lender


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



                                      S-6
<PAGE>   139

                                       BANKERS TRUST COMPANY,
                                       as Documentation Agent and as a Lender


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



                                      S-7
<PAGE>   140

                                       BNP PARIBAS,
                                       as a Lender


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



                                      S-8
<PAGE>   141

                                       CAPITAL FARM CREDIT,
                                       as a Lender


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



                                      S-9
<PAGE>   142

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


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



                                      S-10
<PAGE>   143

                                       COBANK, ACB
                                       as a Lender


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



                                      S-11
<PAGE>   144

                                       CREDIT AGRICOLE INDOSUEZ,
                                       as a Lender


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


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



                                      S-12
<PAGE>   145

                                       GENERAL ELECTRIC CAPITAL
                                       CORPORATION, as a Lender


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



                                      S-13
<PAGE>   146

                                       HARRIS TRUST & SAVINGS BANK,
                                       as Co-Documentation Agent and as a Lender


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



                                      S-14
<PAGE>   147

                                       NATEXIS BANQUES POPULAIRES,
                                       as a Lender


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


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



                                      S-15
<PAGE>   148

                                       NATIONAL CITY BANK,
                                       as a Lender


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



                                      S-16
<PAGE>   149

                                       NORTHWEST FARM CREDIT SERVICES, PCA,
                                       as a Lender


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



                                      S-17
<PAGE>   150

                                       THE PROVIDENT BANK,
                                       as a Lender


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



                                      S-18
<PAGE>   151

                                       TRANSAMERICA BUSINESS CAPITAL
                                       CORPORATION, as a Lender


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



                                      S-19
<PAGE>   152

                                       U.S. BANK NATIONAL ASSOCIATION,
                                       as a Lender


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



                                      S-20
<PAGE>   153

                                PRICING SCHEDULE

Revolving Loans, Term Loans, L/C Fee Rate and Commitment Fee Rate

The Applicable Base Rate Margin and Applicable Offshore Rate Margin for
Revolving Loans, the Applicable Base Rate Margin and the Applicable Offshore
Rate Margin for Term Loans, the L/C Fee Rate and Commitment Fee Rate shall be as
follows: ***



<PAGE>   154

                                  SCHEDULE 1.4

        ASSIGNMENT AGREEMENT dated as of May 15, 2001, among Del Monte
Corporation (the "Company"), the Assignors (as defined below), and Bank of
America, N.A. ("BofA"), as administrative agent (in such capacity, the
"Administrative Agent") for the Assignees (as defined below). Reference is made
to (a) the Second Amended and Restated Credit Agreement dated as of January 14,
2000, among the Company, various financial institutions and Bank of America,
N.A., as administrative agent (as amended, the "Existing Credit Agreement") and
(b) the Third Amended and Restated Credit Agreement dated as of May 15, 2001
(the "Restated Agreement"), among the Company, the financial institutions party
thereto as lenders (the "Continuing Lenders"), and BofA as administrative agent.

        The Company desires to amend and restate the terms and conditions of the
Company's outstanding indebtedness in respect of the "Loans" (as defined in the
Existing Credit Agreement and referred to herein as the "Existing Loans"). The
Company has entered into (or is entering into) the Restated Agreement, providing
for the amendment and restatement of the terms and conditions of the outstanding
indebtedness in respect of the Existing Loans as set forth therein, as well as
the incurrence by the Company of certain additional indebtedness thereunder. In
furtherance of the foregoing, the Company has requested that each holder of any
Existing Loan that is not a party to the Restated Agreement as a Continuing
Lender (each such holder that becomes a party to this Agreement being referred
to herein as an "Assignor") agree to assign the Existing Loans held by it (the
"Assigned Debt") to the Continuing Lenders that have Commitments (as defined in
the Restated Agreement) under the Restated Agreement (such Continuing Lenders
being referred to herein as the "Assignees") on the terms and subject to the
conditions set forth in this Agreement.

        Accordingly, the parties hereto hereby agree as follows:

        SECTION 1. Assignment. (a) Subject to the conditions set forth in
Section 2, on and as of the date of the initial funding of loans under the
Restated Agreement (the "Restatement Date"), each Assignor hereby assigns and
transfers to the Assignees the outstanding principal amount of the Assigned Debt
held by such Assignor. The Assigned Debt of each Assignor is described beneath
its signature to this Agreement.

        (b) The assignments provided for herein are being made by the Assignors
without recourse, representation or warranty, except as expressly set forth in
Section 3.

        (c) Each Assignor retains its rights in respect of all indemnification
and expense reimbursement provisions under the Existing Credit Agreement.

        (d) The Assigned Debt assigned hereby shall be allocated among the
Assignees in accordance with the Restated Agreement.

        (e) On or after the Restatement Date, the indebtedness in respect of the
Assigned Debt assigned hereby shall be governed by and evidenced as provided in
the Restated Agreement.

        SECTION 2. Conditions. The assignments contemplated by Section 1 hereof
shall become effective only upon the satisfaction of the following conditions:



<PAGE>   155

                (a) the Restatement Date shall occur on or prior to May 16, 2001
        (failing which, this Agreement shall terminate);

                (b) each Assignor shall have received from the Administrative
        Agent (on behalf of the Assignees) payment of an amount equal to the
        outstanding principal amount of Assigned Debt assigned by such Assignor
        hereunder, as consideration for the assignment by such Assignor
        hereunder; and

                (c) each Assignor shall have received payment from the Company
        of all accrued and unpaid interest on the Assigned Debt assigned by such
        Assignor hereunder accrued to and excluding the Restatement Date,
        together with any fees or other amounts owing to such Assignor under the
        Existing Credit Agreement.

The payments to be made to each Assignor as contemplated by clauses (b) and (c)
above shall be made to such Assignor by wire transfer of immediately available
funds to (i) the account to which payments of principal and interest are to be
made to such Assignor as provided in the applicable Existing Credit Agreement
and related documentation or (ii) if requested by such Assignor, to such account
as such Assignor shall specify beneath its signature to this Agreement.

        SECTION 3. Representations. (a) Each Assignor represents and warrants to
the Administrative Agent (for the benefit of the Assignees), and the Company
that, as of the Restatement Date, such Assignor has legal and beneficial
ownership of the Assigned Debt assigned by it hereunder and that such Assigned
Debt has not been sold or transferred and is not subject to any participating
interest, lien or encumbrance (except for participating interests, liens or
encumbrances that will terminate upon the assignment provided for herein).

        (b) Each party hereto represents and warrants to the other parties
hereto that it has the power and authority to execute, deliver and perform its
obligations under this Agreement and that this Agreement constitutes its legal,
valid and binding obligation, enforceable against it in accordance with its
terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium
or other laws affecting creditors' rights generally and subject to general
principles of equity, regardless of whether considered in a proceeding in equity
or at law.

        SECTION 4. Agreements of the Company. The Company agrees that it shall
be liable for and will make all payments to be made by it as contemplated by
clause (c) of Section 2 above. The Company also acknowledges and agrees that
each assignment of Existing Loans hereunder shall be treated as a prepayment
thereof for purposes of determining any amounts payable to Assignors under
Section 4.4 of the Existing Credit Agreement, and the Company shall be
responsible for any payment due to any Assignor under each such Section.

        SECTION 5. Successors and Assigns. The provisions of this Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns.

        SECTION 6. Applicable Law. This Agreement shall be governed by, and
construed in accordance with, the internal laws of the State of New York.



<PAGE>   156

        SECTION 7. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall constitute an original but all of which when
taken together shall constitute but one agreement. Delivery of an executed
signature page to this Agreement by facsimile transmission shall be effective as
delivery of a manually signed counterpart of this Agreement. This Agreement
shall become effective with respect to an Assignor upon execution of a signature
page to this Agreement on behalf of such Assignor and delivery thereof to the
Administrative Agent (or its counsel) and execution of counterparts hereof by
each of the Administrative Agent and the Company.

        SECTION 8. No Novation. Neither this Agreement nor any assignment
contemplated hereby shall extinguish the indebtedness of the Company in respect
of the Assigned Debt.

        IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective authorized officers as of the day and year
first above written.


                                       DEL MONTE CORPORATION


                                       by:
                                          --------------------------------------
                                          Name:
                                               ---------------------------------
                                          Title:
                                                --------------------------------


                                       BANK OF AMERICA, N.A., as Administrative
                                       Agent


                                       by:
                                          --------------------------------------
                                          Name:
                                               ---------------------------------
                                          Title:
                                                --------------------------------



<PAGE>   157

                                       SIGNATURE PAGE to the ASSIGNMENT
                                       AGREEMENT dated as of May 15, 2001,
                                       among DEL MONTE CORPORATION , the
                                       ASSIGNORS and BANK OF AMERICA, N.A., as
                                       Administrative Agent for the Assignees

                                       Name of Assignor:

                                       by:
                                          --------------------------------------
                                              Name:
                                              Title:


                                       Assigned Debt:
                                       $______________ of Existing Loans


                                       Payment Instructions:



<PAGE>   158

                                  SCHEDULE 11.2

                              ADDRESSES FOR NOTICES
                      OFFSHORE AND DOMESTIC LENDING OFFICES

DEL MONTE CORPORATION
        DEL MONTE FOODS COMPANY

One Market
San Francisco, California  94105
Attention: Thomas E. Gibbons, Treasurer
Telephone: (415) 247-3336
Fax: (415) 247-3339

With a copy to:
One Market
San Francisco, California  94105
Attention: General Counsel
Telephone: (415) 247-3262
Fax: (415) 247-3263



<PAGE>   159

ABN AMRO BANK N.V.
as a Lender

Domestic and Offshore Lending Office:

208 South LaSalle Street, Suite 1500
Chicago, IL 60604

Notices (other than Borrowing notices and Notices of Conversion/Continuation):

ABN AMRO Bank N.V.
208 South LaSalle Street, Suite 1500
Chicago, IL 60604
Attention: Credit Administration
Telephone: (312) 992-5110
fax: (312) 992-5111
e-mail: sherry.manning@abnamro.com

With a copy to:

ABN AMRO Bank N.V.
300 South Grand Avenue, Suite 2650
Los Angeles, CA 90071
Attention: Delia Fance
Telephone: (213) 687-2067
E-mail: delia.fance@abnamro.com

Borrowing notices and Notices of Conversion/Continuation:

ABN AMRO Bank N.V.
208 South LaSalle Street, Suite 1500
Chicago, IL 60604
Attention: Loan Administration
Telephone: (312) 992-5152
Fax: (312) 992-5157



<PAGE>   160

ALLFIRST BANK
   as a Lender

Domestic and Offshore Lending Office:

25 South Charles Street
14th Floor
Baltimore, MD 21201

Notices (other than Borrowing notices and Notices of Conversion/Continuation):

ALLFIRST BANK
25 South Charles Street
Baltimore, MD 21201
Attention:  John T. Penny
Telephone: (410) 244-4138
fax: (410) 244-4245
e-mail: John.Penny@Allfirst.com

Borrowing notices and Notices of Conversion/Continuation:

ALLFIRST BANK
25 South Charles
Baltimore, MD 21201
Attention:  Carrie Scarborough
Telephone: (410) 545-2097
fax: (410) 244-4295
e-mail: Carrie.Scarborough@allfirst.com



<PAGE>   161

AMERICAN AGCREDIT, PCA
  as a Lender

Domestic and Offshore Lending Office:

5560 S. Broadway
Eureka, CA 95503

POB 398
Fields Landing, CA 95537

Notices (other than Borrowing notices and Notices of Conversion/Continuation):

American AgCredit, PCA
924 E. Blanco Road
Salinas, CA 93901
Attention: James Cooper
Telephone: (831) 424-1756
fax: (831) 424-5963
e-mail: jcooper@agloan.com

Borrowing notices and Notices of Conversion/Continuation:

American AgCredit, PCA
P.O. Box 1120
Santa Rosa, CA 95402
Attention: Tina Anaya
Telephone: (707) 545-1200
fax: (707) 545-4446
e-mail: tanaya@agloan.com



<PAGE>   162

BANK OF AMERICA, N.A.,
   as Administrative Agent

Address for Notices (Borrowing Notices
and Notices of Conversion/Continuation)

Bank of America, N.A.
101 N. Tryon Street
Charlotte, NC 28255-0001
Attention: Jeff Strickland
Telephone: 704-386-8388
Fax: 704-409-0006
e-mail: jeff.strickland@bankofamerica.com

Address for Notices (other than Borrowing
Notices and Notices of Conversion/Continuation)

Bank of America, N.A.
1455 Market Street, 12th Floor
San Francisco, CA 94103-1394
Attention: Liliana Claar
Telephone: (415) 436-2770
Fax: (415) 503-5003
e-mail: liliana.claar@bankofamerica.com

Agent's Payment Office:

Bank of America, N.A.
Charlotte, NC
ABA #053-000-196
Account: 1366212250600
Ref.: Del Monte Corporation

BANK OF AMERICA, N.A.,
       as Issuing Lender

Address for Notices:

333 South Beaudry
19th Floor
Los Angeles, California 90017
Attention: Margaret Kwiatek
Telephone: (213) 345-6631
Fax: (213) 345-6694



<PAGE>   163

BANK OF AMERICA, N.A.,
      as Swingline Lender

Address for Notices:

Bank of America, N.A.
101 N.  Tryon Street
Charlotte, NC 28255-0001
Attention: Jeff Strickland
Telephone: (704) 386-9399
Fax: (704) 409-0006
e-mail: jeff.strickland@bankofamerica.com

BANK OF AMERICA, N.A.,
     as a Lender

Domestic and Offshore Lending Office:

100 N. Tryon Street
Charlotte, NC 28255-0001

Notices (other than Borrowing notices and Notices of Conversion/Continuation):

Bank of America, N.A.
100 N.  Tryon Street
Charlotte, NC 28255-0001
Attention: Yousuf Omar
Telephone: (704) 388-3129
fax: (704) 386-9607
e-mail: yousuf.omar@bankofamerica.com

Borrowing notices and Notices of Conversion/Continuation:

Bank of America, N.A.
100 N. Tryon Street
Charlotte, NC 28255-0001
Attention: Jeff Strickland
Telephone: (704) 386-8388
fax: (704) 409-0006
e-mail: jeff.strickland@bankofamerica.com



<PAGE>   164

THE BANK OF NEW YORK
   as a Lender

Domestic and Offshore Lending Office:

One Wall St., 22nd Floor
New York, NY 10005

Notices (other than Borrowing notices and Notices of Conversion/Continuation):

The Bank of New York
One Wall St., 22nd Floor
New York, NY 10005
Attention: Dawn Hertling
Telephone: (212) 635-6742
e-mail: dawn-hertling@bankofny.com

Borrowing notices and Notices of Conversion/Continuation:

The Bank of New York
One Wall St., 22nd Floor
New York, NY 10005
Attention: Dawn Hertling
e-mail: dawn-hertling@bankofny.com



<PAGE>   165

BANKERS TRUST COMPANY
        as a Lender

Address for Notices:

Bankers Trust Company
1 BT Plaza, 14th Floor
New York, NY 10006
Attention: Mary Jo Jolly
Telephone: (212) 250-5860
Fax: (212) 250-5817

Domestic and Offshore Lending Office:

Bankers Trust Company
1 BT Plaza, 14th Floor
New York, NY 10006
Attention: Mary Jo Jolly
Telephone: (212) 250-5860
Fax: (212) 250-5817

With a copy to:

Deutsche Bank
300 South Grand Avenue
Los Angeles, California 90071
Attention: Wade Winter
Telephone: (213) 620-8121
Fax: (231) 620-8484



<PAGE>   166

BNP PARIBAS
     as a Lender

Domestic and Offshore Lending Office:

180 Montgomery Street, 3rd Floor
San Francisco, CA 94104

Notices (other than Borrowing notices and Notices of Conversion/Continuation):

BNP Paribas
180 Montgomery Street, 3rd Floor
San Francisco, CA 94104
Attention: David Low
Telephone: (415) 772-1332
e-mail: david.low@americas.bnpparibas.com

With a copy to:

BNP Paribas
180 Montgomery Street, 3rd Floor
San Francisco, CA 94104
Attention: Rosanna Bartolazo
Telephone: (415) 772-1393
fax: (415) 956-4230
e-mail: rosanna.bartolazo@americas.bnpparibas.com

Borrowing notices and Notices of Conversion/Continuation:

BNP Paribas
180 Montgomery Street, 3rd Floor
San Francisco, CA 94104
Attention: Donald Hart
Telephone: (415) 956-2511
fax: (415) 989-9041
e-mail: donald.hart@americas.bnpparibas.com



<PAGE>   167

CAPITAL FARM CREDIT
       as a Lender

Domestic and Offshore Lending Office:

507 East 26th Street
Bryan, TX 77803

Notices (other than Borrowing notices and Notices of Conversion/Continuation):

Capital Farm Credit
5865 Ridgeway Ctr.  Parkway, Suite 300
Memphis, TN 38120
Attention: Robert P. Abbott
Telephone: (901) 683-9853
fax: (901) 683-9610
e-mail: AbbottMAI@aol.com

Borrowing notices and Notices of Conversion/Continuation:

Capital Farm Credit
P.O. Box 232
Bryan, TX 77806
Attention: Don VandeVanter
Telephone: (979) 822-3018
fax: (979) 691-1174
e-mail: dvandevanter@farmcreditbank.com



<PAGE>   168

THE CHASE MANHATTAN BANK
   as a Lender

Domestic and Offshore Lending Office

270 Park Avenue
New York, NY 10017

Notices (other than Borrowing notices and Notices Conversion/Continuation):

The Chase Manhattan Bank
227 West Monroe
Suite 2800
Chicago, IL 60606
Attention: Robert Krasnow
Telephone: (312) 541-4211
fax: (312) 541-3379
e-mail: Robert.Krasnow@Chase.com

Borrowing notices and Notices of Conversion/Continuation

The Chase Manhattan Bank
1 CMP
8TH Floor
New York, NY 10081
Attention: Vito Cipriano
Telephone: (212) 552-7402
fax: (212) 552-5662
e-mail: Vito.S.Cipriano@Chase.com



<PAGE>   169

COBANK, ACB
  as a Lender

Domestic and Offshore Lending Office:

5500 South Quebec Street
Greenwood Village, CO 80111

Notices (other than Borrowing Notices and Notices of Conversion/Continuation):

CoBank, ACB
5500 South Quebec Street
Greenwood Village, CO  80111
Attention: Darla Moran
Telephone: (303) 740-4033
fax: (303) 740-4021
e-mail: dmoran@cobank.com

Borrowing notices and Notices of Conversion/Continuation:

CoBank, ACB
5500 South Quebec Street
Greenwood Village, CO  80111
Attention:  Brian Klatt
Telephone: (303) 740-6511



<PAGE>   170

CREDIT AGRICOLE INDOSUEZ
     as a Lender

Domestic and Offshore Lending Office:

55 East Monroe, Suite 4700
Chicago, IL 60603

Notices (other than Borrowing notices and Notices of Conversion/Continuation):

Credit Agricole Indosuez
55 East Monroe, Suite 4700
Chicago, IL 60603
Attention: Alan Schmelzer
Telephone: (312) 917-7455
fax: (312) 372-3455
e-mail: aschmelzer@US.CA-indosuez.com

Borrowing notices and Notices of Conversion/Continuation:

Credit Agricole Indosuez
55 East Monroe, Suite 4700
Chicago, IL 60603
Attention: Natalie Klotz
Telephone: (312) 917-7498
fax: (312) 372-4421
e-mail: nklotz@US.CA-indosuez.com



<PAGE>   171

GE CAPITAL
  as a Lender

Domestic and Offshore Lending Office:

60 Long Ridge Road
Stamford, CT 06927-5100

Notices (other than Borrowing notices and Notices of Conversion/Contination):

GE Capital
60 Long Ridge Road
Stamford, CT 06927-5100
Attention: Julia Shchukina
Telephone: (203) 357-3838
fax: (203) 316-7978
e-mail: julia.shchukina@gecapital.com

Borrowing notices and Notices of Conversion/Continuation:

GE Capital
60 Long Ridge Road
Stamford, CT 06927-5100
Attention: Anan Durango
Telephone: (203) 316-7731
fax: (203) 602-8345
e-mail: anan.durango@gecapital.com



<PAGE>   172

HARRIS TRUST AND SAVINGS BANK
     as a Lender

Domestic and Offshore Lending Office

111 West Monroe Street
Chicago, IL 60603

Notices (other than Borrowing notices and Notices of Conversion/Continuation):

Harris Trust & Savings Bank
One Sansome Street
Suite 2910
San Francisco, CA 94104
Attention: Mr. Edwin A. Adams, Jr.
Telephone: (415) 434-2200
fax: (415) 397-1888
e-mail: edwin.adams@harrisbank.com

Borrowing notices and Notices of Conversion/Continuation:

Harris Trust & Savings Bank
111 West Monroe Street
17th Floor West
Chicago, IL 60603
Attention: Ms. Adriana Rocha
Telephone: (312) 461-7664
fax: (312) 293-4798



<PAGE>   173

NATEXIS BANQUES POPULAIRES
   as a Lender

Domestic and Offshore Lending Office:

1251 Avenue of the Americas
34th Floor
New York, NY 10020

Notices (other than Borrowing notices and Notices of Conversion/Continuation):

Natexis Banques Populaires
1251 Avenue of the Americas
New York, NY 10020
Attention: Frank Madden
Telephone: (212) 872-5180
fax: (212) 354-9106
e-mail: fmadden.@natexisny.com

Borrowing notices and Notices of Conversion/Continuation:

Natexis Banques Populaires
1251 Avenue of the Americas
New York, NY 10020
Attention: Roslyn Adams
Telephone: (212) 872-5177
fax: (212) 872-5160



<PAGE>   174

NATIONAL CITY BANK
       as a Lender

Domestic and Offshore Lending Office:

1900 East Ninth Street, LOC. #2077
Cleveland, OH 44114

Notices (other than Borrowing notices and Notices of Conversion/Continuation):

National City Bank
1900 East Ninth Street, LOC. #2077
Cleveland, OH 44114
Attention: Phillip Duryea
Telephone: (216) 222-3629
fax: (216) 222-0003

Borrowing notices and Notices of Conversion/Continuation:

National City Bank
23000 Mill Creek Boulevard, LOC# 7520
Highland Hills, OH 44122
Telephone: (216) 488-7099
fax: (216) 488-7110



<PAGE>   175

NORTHWEST FARM CREDIT SERVICES, PCA
   as a Lender

Domestic and Offshore Lending Office:

1700 South Assembly Street
Spokane, WA 99224

Notices (other than Borrowing notices and Conversion/Continuation):

Northwest Farm Credit Services, PCA
1700 South Assembly Street
Spokane, WA 99224
Attention: Jim D. Allen
Telephone: (509) 340-5555
fax: (509) 340-5410
e-mail: jallen@farm-credit.com

Borrowing notices and Notices of Conversion/Continuation:

Northwest Farm Credit Services, PCA
1700 South Assembly Street
Spokane, WA 99224
Attention: Technical Accountant
Telephone: 1-800-216-4535
fax: (509) 340-5364
e-mail: tech_acctg@farm-credit.com



<PAGE>   176

THE PROVIDENT BANK
    as a Lender

Domestic and Offshore Lending Office:

One East Fourth St., 216A
Cincinnati, OH 45202

Notices (other than Borrowing notices and Notices of Conversion/Continuation):

The Provident Bank
One East 4th St., 216A
Cincinnati, OH 45202
Attention: Scott Kray
Telephone: (513) 579-2243
fax: (513) 639-4794
e-mail: Skray@Provident-Bank.com

Borrowing notices and Notices of Conversion/Continuation:

The Provident Bank
One East 4th St., 216A
Cincinnati, OH 45202
Attention: Janet Douglas
Telephone: (513) 639-1413
fax: (513) 639-1494
e-mail: jadouglas@Provident-Bank.com



<PAGE>   177

TRANSAMERICA BUSINESS CAPITAL CORPORATION
   as a Lender

Domestic and Offshore Lending Office:

555 Theodore Fremd Ave., Suite C-301
Rye, New York 10580

Notices (other than Borrowing notices and Notices of Conversion/Continuation):

Transamerica Business Capital Corporation
555 Theodore Fremd Ave., Suite C-301
Rye, New York  10580
Attention: Frank Bertelle
Telephone: (914) 925-7256
Fax: (914) 921-9072

Borrowing notices and Notices of Conversion/Continuation

Transamerica Business Capital Corporation
555 Theodore Fremd Ave., Suite C-301
Rye, New York 10580
Attention: Venereen Lee
Telephone: (914) 925-7239
fax: (914) 925-7248



<PAGE>   178

U.S. BANK NATIONAL ASSOCIATION
      as a Lender

Domestic and Offshore Lending Office:

c/o U.S. BANCORP AG CREDIT
950 17TH Street, Suite 330
CNDT0321
Denver, CO 80202

Notices (other than Borrowing notices and Notices of Conversion/Continuation):

U.S. Bank National Association
c/o U.S. Bancorp AG Credit
950 17th Street, Suite 330
CNDT 0321
Denver, CO 80202
Attention: John W. Ball
Telephone: (303) 585-4930
fax: (303) 585-4732
e-mail: john.ball@usbank.com

Borrowing notices and Notices of Conversion/Continuation:

U.S. Bank National Association
c/o U.S. Bancorp AG Credit
950 17th Street, Suite 330
CNDT 0321
Denver, CO 80202
Attention: Pamela Leyba
Telephone: (303)585-4916
fax: (303) 585-4732
e-mail:  pamela.leyba@usbank.com



<PAGE>   179

                                    EXHIBIT L

                                   CERTIFICATE

                Reference is made to the Third Amended and Restated Credit
Agreement, dated as of May 15, 2001, among Del Monte Corporation, Del Monte
Foods Company, the lenders parties thereto, Bank of America, N.A., as
administrative agent, The Chase Manhattan Bank, as syndication agent, and
Bankers Trust Company, as documentation agent (as amended, supplemented or
otherwise modified from time to time, the "Credit Agreement"). Pursuant to the
provisions of subsection 10.10(a)(iii) of the Credit Agreement, the undersigned
hereby certifies that it is not a "bank" as such term is defined in Section
881(c)(3)(A) of the Internal Revenue Code of 1986, as amended.


                                       [NAME OF LENDER]


                                       By:
                                          --------------------------------------
                                       Its:
                                           -------------------------------------