<PAGE>

               FIRST AMENDED AND RESTATED INTERCREDITOR AGREEMENT

                                      among

                             Bank of America, N.A.,
           as Agent under a Credit Agreement with TruServ Corporation,

         Allstate Insurance Company and certain financial institutions,

   The Prudential Insurance Company of America and certain of its affiliates,

                      Shelf Noteholders, TRUSERV 1998 Trust
               Wilmington Trust Company in its individual capacity
                              and as owner trustee,
                       BMO Global Capital Solutions, Inc.,
                    Bank of Montreal, as Administrative Agent

                             Bank of America, N.A.,
                               as Collateral Agent

                                       and

                           TruServ Corporation, et al.



                           Dated as of April 11, 2002
<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                        PAGE



<S>                                                                     <C>
SECTION 1.  DEFINED TERMS AND INTERPRETATION.........................      3

SECTION 2.  APPOINTMENT OF COLLATERAL AGENT..........................     13

SECTION 3.  ADMINISTRATION; EXERCISE OF REMEDIES.....................     13

SECTION 4.  APPLICATION OF INTERIM PROCEEDS; INTERIM TRUE UP.........     15

SECTION 5.  FINAL TRUE UP............................................     17

SECTION 6.  APPLICATION OF PROCEEDS AFTER FINAL TRUE UP EVENT........     18

SECTION 7.  SPECIAL TRUST ACCOUNT; RECEIPT OF PROCEEDS; SHARING......     20

SECTION 8.  INFORMATION FROM BENEFITED PARTIES.......................     21

SECTION 9.  DISCLAIMERS, INDEMNITY, ETC..............................     22

SECTION 10.  INVALIDATED PAYMENTS....................................     26

SECTION 11.  MISCELLANEOUS...........................................     27
</TABLE>





<TABLE>
<S>                 <C>
SCHEDULE I          SENIOR NOTE AGREEMENTS
SCHEDULE II         COLLATERAL DOCUMENTS
SCHEDULE III        LIST OF SCHEDULED SALES
SCHEDULE IV         ORIGINAL SHELF NOTE RATES


EXHIBIT A           FORMS OF MAKE-WHOLE ORIGINAL NOTE
EXHIBIT B           FORMS OF MAKE-WHOLE DELTA NOTE
</TABLE>
<PAGE>
               FIRST AMENDED AND RESTATED INTERCREDITOR AGREEMENT

         This FIRST AMENDED AND RESTATED INTERCREDITOR AGREEMENT (this
"Agreement") dated as of April 11, 2002, amends and restates in its entirety the
Intercreditor Agreement (the "Original Intercreditor Agreement") dated as of
April 14, 2000 entered into among BANK OF AMERICA, N.A. ("Bank of America") in
its capacity as Agent for various financial institutions under the Credit
Agreement defined below (in such capacity, together with its successors and
assigns in such capacity, the "Agent"), such various financial institutions, The
Prudential Insurance Company of America ("Prudential") and certain of its
affiliates (together with their respective successors and assigns, individually
each a "Shelf Noteholder" and collectively the "Shelf Noteholders") as holders
of certain notes issued by TruServ Corporation (the "Company") under the Shelf
Agreement defined below, the holders (together with their respective successors
and assigns, individually each a "Senior Noteholder" and, collectively, the
"Senior Noteholders") of certain notes issued by the Company under the Senior
Note Agreements defined below, Wilmington Trust Company, in its individual
capacity and as owner trustee, BMO Global Capital Solutions, Inc., Bank of
Montreal, in its capacity as administrative agent and Bank of America, as
Collateral Agent (as defined below).

                                 R E C I T A L S

         A. Pursuant to an Amended and Restated Credit Agreement dated as of
April 14, 2000 (the "Original Credit Agreement") among the Company, certain
financial institutions party thereto (together with their respective successors
and assigns, individually each a "Lender" and collectively the "Lenders") and
the Agent, the Lenders have made available to the Company certain loans and
other financial accommodations.

         B. Pursuant to (i) a Note Agreement dated as of April 13, 1992 (the
"Cotter Note Agreement") and (ii) an Amended and Restated Private Shelf
Agreement dated as of November 13, 1997 (collectively with the Cotter Note
Agreement and each as amended and through the date hereof, the "Shelf
Agreement") between the Company (previously known as Cotter & Company) and
Prudential, the Company issued and sold certain notes (the "Shelf Notes") to the
Shelf Noteholders.

         C. Pursuant to the Amended and Restated Note Agreements dated April 14,
2000 listed on Schedule I to the Original Intercreditor Agreement (collectively,
as amended through the date hereof, the "Senior Note Agreements"), the Company
issued and sold certain notes (the "Senior Notes") to the Senior Noteholders.

         D. Bank of America (together with its successors and assigns in each
one's capacity as a provider of cash management services, the "Cash Management
Bank") has provided and may from time to time hereafter provide overdraft
protection, Automated Clearing House services and other cash management services
to the Company (any arrangement to provide such protection and/or services, a
"Cash Management Arrangement").

         E. Pursuant to a Guaranty dated as of April 30, 1998 (the "Synthetic
Lease Guaranty") issued in favor of TruServ 1998 Trust, Wilmington Trust
Company, in its individual
<PAGE>
capacity and as Owner Trustee, BMO Global Capital Solutions, Inc. (then known as
BMO Leasing (U.S.), Inc.), as Agent Certificate Holder, BMO Global Capital
Solutions, Inc. (then known as BMO Leasing (U.S.), Inc.) and various other
financial institutions, as Certificate Holders, Bank of Montreal, as
Administrative Agent, and Bank of Montreal and various other financial
institutions, as Lenders (all of the foregoing, together with their respective
successors and assigns, individually each a "Synthetic Lease Lender" and,
collectively, the "Synthetic Lease Lenders"), the Company has guaranteed all
obligations of Mary Green, LLC under or in connection with the "Operative
Documents" referred to in the Synthetic Lease Guaranty (the "Operative
Documents");

         F. Pursuant to the Guaranty dated as of April 14, 2000 (the "Subsidiary
Guaranty"), certain subsidiaries of the Company have guaranteed the payment of
all obligations of the Company under or in connection with the Credit Agreement,
the Shelf Agreement and the Shelf Notes, the Senior Note Agreements and the
Senior Notes, the Cash Management Arrangements, the Synthetic Lease Guaranty and
the Collateral Documents (as defined in Section 1).

         G. Pursuant to the Original Intercreditor Agreement, the Company and
the other Debtors (as defined in Section 1) agreed to grant collateral security
for their respective obligations under the Credit Agreement, the Shelf Agreement
and the Shelf Notes, the Senior Note Agreements and the Senior Notes, the Cash
Management Arrangements, the Synthetic Lease Guaranty and the Subsidiary
Guaranty, as applicable, pursuant to one or more of the Collateral Documents.

         H. Pursuant to the Original Intercreditor Agreement, the Agent, the
Lenders, the Shelf Noteholders, the Senior Noteholders, the Cash Management
Bank, the Synthetic Lease Lenders, the Company and the other Debtors agreed that
the Credit Agreement Obligations, the Shelf Obligations, the Senior Note
Obligations, the Cash Management Obligations, the Synthetic Lease Obligations
and the Subsidiary Guaranty Obligations (each as defined in Section 1) became
secured pursuant to the Collateral Documents subject to the respective
priorities provided in the Original Intercreditor Agreement; and the Benefited
Parties (as defined in Section 1) appointed Bank of America to act as collateral
agent (in such capacity, together with its successors and assigns in such
capacity, the "Collateral Agent") on behalf of all Benefited Parties regarding
the Subsidiary Guaranty and the Collateral (as defined in Section 1), all as
more fully provided therein.

         I. The Original Intercreditor Agreement also provided for collateral
for LC Obligations, IRB Obligations and Canadian Guaranty Obligations (each as
defined in the Original Intercreditor Agreement) and for Cash Management
Obligations, as defined in the Original Intercreditor Agreement, for the benefit
of each cash management bank other than Bank of America. All such obligations
have been repaid in full.

         J. The Agent and the Lenders have agreed to amend and restate in its
entirety the Original Credit Agreement as the Second Amended and Restated Credit
Agreement dated as of April 11, 2002 (the "Credit Agreement").


                                     Page 2              Intercreditor Agreement
<PAGE>
         K. The Senior Noteholders have agreed to enter into that certain
Amendment to the Amended and Restated Note Purchase Agreement dated as of April
11, 2002.

         L. Pursuant to the request of the Company, the Shelf Noteholders and
the Company have agreed to amend the Shelf Agreement as set forth in that
certain letter amendment dated as of April 11, 2002.

         M. The Synthetic Lease Lenders have agreed to enter into that certain
Fourth Amendment to Participation Agreement, Second Amendment to Master Lease
and Loan Agreement dated as of April 11, 2002.

         N. Subject to Section 11(l) herein, the parties to the Original
Intercreditor Agreement have agreed to amend and restate the Original
Intercreditor Agreement herein in its entirety.

         NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the sufficiency and receipt of which are hereby
acknowledged, the parties hereto agree that the Original Intercreditor Agreement
is hereby amended and restated in its entirety as follows:

SECTION 1. DEFINED TERMS AND INTERPRETATION.

         (a) As used in this Agreement, the following terms have the respective
meanings set forth below, all such definitions to be appropriately applicable to
the singular and plural forms of the terms defined:

         Affected Benefited Party - see Section 10.

         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, partnership interests or membership
interests, by contract, or otherwise. A Person that is or was a Member,
Substantial Stockholder or material customer shall not be deemed an "Affiliate"
solely on account of such status absent satisfying the control test hereinabove.

         Agent - see the Preamble.

         Agreement - see the Preamble.

         Bank of America - see the Preamble.

         Bankruptcy Proceeding means, with respect to any Person, a general
assignment by such Person for the benefit of its creditors, or the institution
by or against such Person of any proceeding seeking relief as debtor, or seeking
to adjudicate such Person as bankrupt or insolvent, or seeking reorganization,
arrangement, adjustment or composition of such Person or its debts under any law
relating to bankruptcy, insolvency, reorganization or relief of debtors, or


                                     Page 3              Intercreditor Agreement
<PAGE>
seeking appointment of a receiver, trustee, custodian or other similar official
for such Person or for any substantial part of its property.

         Benefited Obligations means, (a) with respect to the Company, all
Credit Agreement Obligations, all Shelf Obligations, all Senior Note
Obligations, all Cash Management Obligations, all Synthetic Lease Obligations,
including (without limitation) any and all Make-Whole Obligations, and all
obligations in respect of interest, accreted interest, breakage costs, premium,
yield maintenance, make-whole, commissions, fees, indemnities, expense
reimbursements and unfunded liabilities in respect thereof and (b) with respect
to any other Debtor, all Subsidiary Guaranty Obligations of such Debtor.

         Benefited Parties means, with respect to any Debtor, the holders from
time to time of the Benefited Obligations of such Debtor.

         Business Day means any day other than (i) a Saturday or a Sunday and
(ii) a day on which commercial banks in New York City are required or authorized
to be closed.

         Cash Management Arrangements - see the Recitals.

         Cash Management Bank - see the Recitals.

         Cash Management Obligations means all obligations of the Company under
or in connection with any Cash Management Arrangements, including reimbursement
obligations relating thereto, overdraft liabilities, fees, expenses and
indemnities and shall include, without limitation, all obligations of the
Collateral Agent to reimburse Fleet National Bank in respect of paragraph 7 of
the Fleet Blocked Account Agreement.

         Code means the Uniform Commercial Code as the same may from time to
time be in effect in the State of Illinois.

         Collateral means, with respect to any Debtor, all property and
interests in property of such Debtor in which a Lien has been created in favor
of: (i) the Collateral Agent for the benefit of the Benefited Parties and/or
(ii) any Benefited Party to secure the Benefited Obligations of such Debtor;
provided that, to the extent the Synthetic Lease Lenders have a first Lien
thereon, Collateral shall not include the Synthetic Collateral.

         Collateral Agent - see the Recitals.

         Collateral Document means each of the documents referred to on Schedule
II and any other document or instrument pursuant to which any Debtor grants to
the Collateral Agent or any Benefited Party a Lien on any property to secure any
of the Benefited Obligations.

         Company - see the Preamble.

         Contingent Obligation means with respect to (i) the Synthetic Lease
Guaranty, any portion of the obligations guaranteed pursuant to such guaranty
which is not then due and


                                     Page 4              Intercreditor Agreement
<PAGE>
payable and (ii) any letter of credit issued under a Financing Agreement, the
undrawn amount of such letter of credit for which the issuer thereof does not
hold cash collateral in respect thereof.

         Cotter Note Agreement - see Recitals.

         Credit Agreement - see the Recitals.

         Credit Agreement Commitment means, initially, the $200,000,000
Commitment under the Credit Agreement, and as reduced thereafter by the
application of Interim Proceeds distributed to the Lenders, and as voluntarily
reduced by the Company from time to time.

         Credit Agreement Obligations means all obligations of the Company under
or in connection with the Credit Agreement, including for principal, interest,
fees, reimbursement obligations under bankers' acceptances, breakage costs,
expenses and indemnities.

         Creditor means a holder of Benefited Obligations.

         Debtor means the Company and each subsidiary of the Company which is a
party to the Subsidiary Guaranty or any Collateral Document.

         Defaulting Creditor - see Section 5.

         Enforcement means the commencement of any enforcement, collection
(including judicial or non-judicial foreclosure) or similar proceeding with
respect to any Collateral or the Subsidiary Guaranty.

         Event of Default means an "Event of Default" as defined in the Credit
Agreement, the Shelf Agreement, any Senior Note Agreement, or the Operative
Documents or any similar event under any other Financing Agreement which causes
any Benefited Obligations, or permits any Benefited Party (or group of Benefited
Parties) to cause any Benefited Obligations, to become due and payable (or to be
required to be repaid, repurchased, redeemed or defeased) prior to their stated
maturity.

         Excess Cash Proceeds means for any fiscal year, commencing with the
fiscal year ended on or about December 31, 2002 (or for any other period for
which "Excess Cash Flow" (as defined in the Financing Agreements) gives rise to
a prepayment obligation under the Financing Agreements), an amount equal to
"Excess Cash Flow" with respect to such fiscal year (or such applicable period)
as determined pursuant to the Financing Agreements (as in effect on the date
hereof).

         Final Principal Obligations - see Section 5.

         Final Proceeds means any and all proceeds of Collateral, Net
Disposition Proceeds and Net Debt Proceeds received upon or after the occurrence
of a Final True Up Event and includes amounts payable to the Collateral Agent
pursuant to Sections 5 and 7.


                                     Page 5              Intercreditor Agreement
<PAGE>
         Final Settlement Percentage means, for each Primary Benefited Party and
the Cash Management Bank, the percentage (rounded to the closest thousandth)
such party's total aggregate outstanding Benefited Obligations represents of the
total aggregate outstanding of all the Primary Benefited Parties' Benefited
Obligations (it being agreed that for purposes of this definition, Benefited
Obligations in the case of (i) the Noteholders shall not include the amount of
any Make-Whole Delta Obligations and (ii) the Synthetic Lease Lenders shall not
exceed the Synthetic Maximum Shortfall) plus the Benefited Obligations of the
Cash Management Bank (subject to the aggregate cap for the Cash Management Bank
set forth in the proviso hereinafter), such percentage to be calculated as of
the Final True-Up Date and after taking into account all payments made to such
party pursuant to Section 5 and clauses SECOND and THIRD of Section 6; provided,
that the total aggregate maximum outstanding Benefited Obligations of the Cash
Management Bank to be used for calculation of the Final Settlement Percentage
herein shall in no event exceed $66,000,000.

         Final True-Up Date - see Section 5.

         Final True Up Event means (a) the commencement of a Bankruptcy
Proceeding with respect to the Company; (b) the repayment in full of all
Principal Benefited Obligations of (i) the Lenders, (ii) the Shelf Noteholders,
or (iii) the Senior Noteholders; (c) the refinancing of the Credit Agreement
Obligations or the Senior Note Obligations or the Shelf Obligations; (d) the
Credit Agreement Commitment is no longer available to the Company or has been
terminated; or (e) the acceleration of the Credit Agreement Obligations, the
Senior Note Obligations or the Shelf Obligations has occurred.

         Final True-Up Percentages - see Section 5.

         Financing Agreements means the Credit Agreement, the Shelf Agreement,
the Shelf Notes, the Senior Note Agreements, the Senior Notes, the Synthetic
Lease Guaranty, this Agreement, the Subsidiary Guaranty and the Collateral
Documents.

         Fleet Blocked Account Agreement means that certain Three-Party Blocked
Account Service Agreement dated as of December 10, 2001 among the Company, the
Collateral Agent, and Fleet National Bank.

         Hagerstown Excess means the positive amount, if any, by which the
amount of Hagerstown Proceeds exceeds the lesser of (1) $39,990,654.52 or (2)
the aggregate amount of the outstanding Synthetic Lease Obligations at such
time.

         Hagerstown Facility means the distribution center located at 16500
Hunters Green Parkway, Hagerstown, Maryland.

         Hagerstown First Lien means the Lien on the Hagerstown Facility held by
the Synthetic Lease Lenders.

         Hagerstown Overage means the positive amount, if any, by which the
amount of the Hagerstown Proceeds exceeds $19,995,327.26, but shall not include
any Hagerstown Excess.


                                     Page 6              Intercreditor Agreement
<PAGE>
         Hagerstown Proceeds means all proceeds from the sale of the Hagerstown
Facility.

         Hagerstown Second Lien means the Lien on the Hagerstown Facility held
by the Collateral Agent for the benefit of the Benefited Parties.

         Interim Proceeds means any and all (i) cash proceeds of notes received
from the sale of assets, including proceeds of the Lumber Note; (ii) Net
Disposition Proceeds to the extent consisting of cash required to be prepaid
under any of the Financing Agreements, (iii) Net Debt Proceeds required to be
prepaid under any of the Financing Agreements, and (iv) Excess Cash Proceeds, in
each case received prior to the occurrence of a Final True Up Event; provided,
however, that Hagerstown Proceeds shall not constitute Interim Proceeds;
provided further, however, that after the Interim True Up Event has occurred,
the Hagerstown Excess, if any, shall be Interim Proceeds.

         Interim True Up Event means the sale of the Hagerstown Facility.

         Interim True Up Percentages means, for each Primary Benefited Party,
the percentage (rounded to the closest thousandth) that such party's base
outstanding on April 1, 2001 as set forth below represents of the total
aggregate base outstanding (see (2) below, which shall be the sum of the amounts
listed under the caption "Base Out-Standing"); provided that the base
outstanding for the Synthetic Lease Lenders to be used as (1) below shall be
$19,995,327.26 minus the amount of the Hagerstown Overage:

<TABLE>
<CAPTION>
                              Base Outstanding 4/1/01       Percentage
                              -----------------------       ----------
<S>                                     <C>                 <C>
Lenders                                 $ 172,500,000       172,500,000/(2)
Shelf Noteholders                       $ 180,000,000       180,000,000/(2)
Senior Noteholders                      $ 105,000,000       105,000,000/(2)
Synthetic Lease Lenders                            (1)               (1)/(2)
               TOTAL BASE                          (2)              100%
</TABLE>


         Lender - see the Recitals.

         Lien means any security interest, mortgage, deed of trust, pledge,
hypothecation, assignment for security, charge or deposit arrangement,
encumbrance, preferential arrangement in the nature of security or lien
(statutory or other) 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).

         Lumber Note means the $19,500,000 promissory note made by Builder Marts
of America, Inc. on December 29, 2000, payable to the Company.

         Make-Whole Amount means (a) with respect to the Shelf Agreement and
Shelf Obligations, the amount resulting from the calculation of "Yield
Maintenance Amount" as


                                     Page 7              Intercreditor Agreement
<PAGE>
defined in the Shelf Agreement and (b) with respect to the Senior Note
Agreements and the Senior Note Obligations, the amount resulting from the
calculation of the "Make-Whole Amount" as defined in the Senior Note Agreements.

         Make-Whole Delta Amount means the positive amount, if any, (a) with
respect to the Shelf Agreement and Shelf Obligations, by which the respective
Make-Whole Amount exceeds the amount resulting from the calculation of the
corresponding Original Yield Maintenance Amount and (b) with respect to the
Senior Note Agreements and the Senior Note Obligations, by which the respective
Make-Whole Amount exceeds the amount resulting from the calculation of the
corresponding Original Yield Maintenance Amount.

         Make-Whole Delta Interest Obligation means all obligations of the
Company to pay interest on Make-Whole Delta Notes at the rates set forth in such
notes.

         Make-Whole Delta Notes means any and all notes issued by the Company
from time to time to evidence the obligations of the Company to pay the
Make-Whole Delta Amounts owed to the Noteholders in the form of Exhibit B
attached hereto and made a part hereof.

         Make-Whole Delta Obligations means all obligations of the Company to
pay any Make-Whole Delta Amount and any Make-Whole Delta Interest Obligations.

         Make-Whole Obligations means, collectively, all obligations of the
Company to pay Make-Whole Original Obligations and Make-Whole Delta Obligations.

         Make-Whole Original Amount means (a) with respect to the Shelf
Agreement and Shelf Obligations, the Original Yield Maintenance Amount, (b) with
respect to the Senior Note Agreements and the Senior Note Obligations, the
Original Yield Maintenance Amount, and (c) with respect to the Noteholders,
collectively, the aggregate sum of the Original Yield Maintenance Amounts under
(a) and (b).

         Make-Whole Original Interest Obligation means all obligations of the
Company to pay interest on Make-Whole Original Notes at the rates set forth in
such notes.

         Make-Whole Original Note means any and all notes issued by the Company
from time to time to evidence the obligations of the Company to pay the
Make-Whole Original Amounts owed to the Noteholders in the form of Exhibit A
attached hereto and made a part hereof.

         Make-Whole Original Obligations means all obligations of the Company to
pay any Make-Whole Original Amount and any Make-Whole Original Interest
Obligations.

         Member means any Person which is a stockholder of the Company or has
applied for stock ownership of the Company.

         Net Debt Proceeds means, as to any issuance of debt by any Person, cash
proceeds received by such Person in connection therewith, net of reasonable
out-of-pocket costs and expenses paid or incurred in connection therewith in
favor of any Person not an Affiliate of such Person, such costs and expenses not
to exceed 5% of the gross proceeds of such issuance;


                                     Page 8              Intercreditor Agreement
<PAGE>
provided, that mere renewal and reissuance (without receipt of proceeds by the
Company) of existing subordinated debt to current and former Members or their
related parties by the Company shall be excluded.

         Net Disposition Proceeds means, as to any disposition of assets (other
than of inventory in the ordinary course of business and the sale of the
Hagerstown Facility), proceeds in cash, checks or other cash equivalent
financial instruments, notes and other means of payment, as and when received by
such Person, net of: (a) the direct costs relating to such disposition,
excluding amounts payable to such Person or any Affiliate of such Person, (b) an
estimate of cash taxes paid or payable by such Person within nine months of the
disposition as a direct result thereof and (c) amounts required to be applied to
repay principal, interest and prepayment premiums and penalties on purchase
money liens on the asset which is the subject of such disposition. Net
Disposition Proceeds shall include any insurance proceeds received upon the loss
of, damage to, or destruction of property, except that (i) up to $1,000,000 per
occurrence of such insurance proceeds may be applied to replace, repair, restore
or rebuild such property without the consent of any party hereto and (ii) any
such proceeds in excess of $1,000,000 for each occurrence may be applied to
replace, restore or rebuild such property with the consent of the Required
Benefited Parties.

         Noteholders means, collectively, the Senior Noteholders and the Shelf
Noteholders.

         Notice of Final True Up Event - see subsection 7(b).

         Operative Documents - see the Recitals.

         Original Credit Agreement - see the Recitals.

         Original Intercreditor Agreement - see the Preamble.

         Original Shelf Note Rate means, for each Shelf Note, its respective
interest rate set forth on Schedule IV attached hereto, representing the
interest rate applicable to such Shelf Note upon its issuance.

         Original True-Up Percentages - see Section 4.

         Original Yield Maintenance Amount means (a) with respect to the Shelf
Agreement and Shelf Obligations, the "Yield Maintenance Amount" as defined in
the Shelf Agreement and calculated in respect of the Original Shelf Note Rate
and (b) with respect to the Senior Note Agreements and the Senior Note
Obligations, the "Make-Whole Amount" as defined in the Senior Note Agreement and
calculated in respect of the original interest rate of 6.85% as set forth
therein.

         Outstanding means at any time all Benefited Obligations (including
Contingent Obligations) then outstanding and unpaid, whether or not due.


                                     Page 9              Intercreditor Agreement
<PAGE>
         Paint Business means the manufacturing portion of the business
classified as the "Paint Segment" in the Company's form 10-K for the fiscal year
ended December 31, 2000. For clarification, a sale of the Paint Business is
neither a Scheduled Sale nor a Permitted Sale.

         Payment means any payment or receipt of Proceeds from the Company or
any other Debtor or any other source with respect to any Benefited Obligations
(including from the exercise of any set-off).

         Permitted Sale means any sale of an asset by the Company which, without
causing a default or an Event of Default, is permitted under the terms of the
Financing Agreements and for which no consent of any Benefited Party is
required.

         Person means any individual, corporation, partnership, limited
liability company, trust or other entity.

         Principal Benefited Obligations means, at any time, the obligations of
the Company for: (i) the principal amount outstanding at such time under the
Credit Agreement, the Senior Note Agreements and Senior Notes, the Shelf
Agreement and Shelf Notes, and (ii) the attributed principal amount of
obligations owing under the Synthetic Lease Guaranty but not to exceed the
Synthetic Maximum Shortfall at such time.

         Primary Benefited Parties - see Section 4.

         Proceeds (a) with respect to any Collateral, has the meaning assigned
to it under the Code and, in any event, includes (i) any and all proceeds of any
collection, sale or other disposition of such Collateral and (ii) any and all
amounts from time to time paid or payable under or in connection with any of
such Collateral; and (b) with respect to the Subsidiary Guaranty, means all
amounts paid to or received by the Collateral Agent or any other Benefited Party
under the Subsidiary Guaranty.

         Prudential - see the Preamble.

         Repayment Event - see Section 10.

         Required Benefited Parties means (a) prior to the payment in full of
all Final Principal Obligations and the termination of the "Commitments" under
and as defined in the Credit Agreement (as in effect on the date hereof), each
of: the "Required Lenders" as defined in the Credit Agreement (as in effect on
the date hereof), the "Required Holders" as defined in the Shelf Agreement (as
in effect on the date hereof), the "Majority Holders" as defined in the Senior
Note Agreements (as in effect on the date hereof) and Benefited Parties holding
more than 50% of the outstanding principal or face amount of the Principal
Benefited Obligations; and (b) thereafter, Benefited Parties holding more than
50% of the Benefited Obligations. For purposes of the foregoing and Section
11(b), the principal amount of the outstanding Synthetic Lease Obligations shall
be the principal amount of the Synthetic Lease Obligations guaranteed pursuant
to the Synthetic Lease Guaranty less the value of the Specific Collateral held
for such Synthetic Lease Obligations and the amount of cash held by the
Collateral Agent for the


                                     Page 10             Intercreditor Agreement
<PAGE>
Synthetic Lease Obligations pursuant to clause SECOND of Section 4 and clauses
SECOND and FOURTH of Section 6.

         Scheduled Sales means the proceeds from the sales of the Canadian
subsidiary, the Indianapolis facility, the lumber business, the Hagerstown
Excess, and the sales listed on Schedule III.

         Second Tier Benefited Obligations means (i) all Make-Whole Delta
Obligations, (ii) all Synthetic Lease Obligations in excess of the Synthetic
Maximum Shortfall and (iii) all Cash Management Obligations which have not been
satisfied (w) from the $4,000,000 in cash collateral held as Specific
Collateral, (x) by set-off, chargeback, account adjustment, or charge/deduction
against an account of any Debtor, (y) by reimbursement from or payment by any
Debtor or (z) pursuant to any payment under clause FOURTH of Section 6 hereof.

         Senior Note Agreements - see the Recitals.

         Senior Note Obligations means all obligations of the Company under or
in connection with the Senior Note Agreements and the Senior Notes, including
all principal of, premium and make-whole amounts, if any, and interest on any
Senior Note issued thereunder, and all fees, expenses and indemnities.

         Senior Noteholder - see the Preamble.

         Senior Notes - see the Recitals.

         Shelf Agreement - see the Recitals.

         Shelf Noteholder - see the Preamble.

         Shelf Notes - see the Recitals.

         Shelf Obligations means all obligations of the Company under or in
connection with the Shelf Agreement and the Shelf Notes, including, without
limitation, all principal of, yield maintenance amount, premium and make-whole
amounts if any, and interest on any Shelf Note, and all fees, expenses and
indemnities.

         Special Trust Account means an interest bearing trust account
maintained by the Collateral Agent, in accordance with its standard procedures
for handling trust funds, for the purpose of receiving and holding Payments, for
the benefit of the Benefited Parties.

         Specific Collateral means in the case of (i) the Synthetic Lease
Lenders, all property in which the Synthetic Lease Lenders have a Lien or an
ownership interest pursuant to the Operative Documents (the "Synthetic
Collateral") and (ii) the Cash Management Bank and Cash Management Obligations,
$4,000,000 in cash representing (x) the first $2,000,000 in the "Peg Account" as
defined in the Fleet Blocked Account Agreement and (y) the $2,000,000 ACH
coverage deposit being retained by the Cash Management Bank.


                                     Page 11             Intercreditor Agreement
<PAGE>
         Specific Obligations means all Synthetic Lease Obligations and all Cash
Management Obligations.

         Subsidiary Guaranty - see the Recitals.

         Subsidiary Guaranty Obligations means, with respect to any Debtor other
than the Company, all obligations of such Debtor under or in connection with the
Subsidiary Guaranty.

         Substantial Portion means, with respect to Collateral, a portion of
Collateral such that the aggregate book value of such portion as a percentage of
the aggregate book value of all the Collateral is in excess of 10%.

         Substantial Stockholder means (i) any Person owning, beneficially or of
record, directly or indirectly, either individually or together with all other
Persons to whom such Person is related by blood, adoption or marriage, stock of
the Company (of any class having ordinary voting power for the election of
directors) aggregating five percent (5%) or more of such voting power or (ii)
any Person related by blood, adoption or marriage to any Person described or
coming within the provisions of clause (i) of this definition.

         Synthetic Collateral - see the definition of "Specific Collateral".

         Synthetic Lease Guaranty - see the Recitals.

         Synthetic Lease Lender - see the Recitals.

         Synthetic Lease Obligations means all obligations of the Company under
or in connection with the Synthetic Lease Guaranty.

         Synthetic Maximum Shortfall means initially $19,995,327.26 and
thereafter such amount as reduced by (i) any Interim Proceeds paid to the
Synthetic Lease Lenders under Section 4 and (ii) the amount of the Hagerstown
Overage, if any.

         True-Up Amount - see Section 6.

         True-Up Payment - see Section 5.

         (b) Section captions are included in this Agreement for convenience
only and shall not be given effect in interpreting this Agreement. The term
"including" shall in all cases mean "including, without limitation." Reference
to any agreement (including this Agreement), document, note or instrument means
such agreement, document, note or instrument as amended, restated or otherwise
modified from time to time; and the terms "Credit Agreement," "Senior Note
Agreement", "Shelf Agreement" and "Operative Documents" shall include any
agreement refinancing or replacing any of the foregoing (and corresponding
terms, such as "Credit Agreement Obligations," "Senior Note Obligations", "Shelf
Obligations", "Synthetic Lease Obligations","Senior Noteholder", "Shelf
Noteholder", "Synthetic Lease Lender" and "Lender" shall be deemed amended
accordingly); provided that no agreement refinancing or replacing any of the
foregoing shall (i) in the case of a revolving credit facility, increase the
amount available


                                     Page 12             Intercreditor Agreement
<PAGE>
or shorten the scheduled availability period thereunder; or (ii) in the case of
a term loan facility or note issuance, increase the amount outstanding
thereunder or shorten the scheduled maturity of any installment thereof,
without, in each case, the consent of the Required Benefited Parties.

SECTION 2. APPOINTMENT OF COLLATERAL AGENT; COLLATERAL.

         Each of the Lenders and each other Benefited Party hereby designates
and appoints Bank of America to serve as the Collateral Agent under this
Agreement, the Subsidiary Guaranty and the Collateral Documents. Each of the
Lenders and each other Benefited Party hereby authorizes the Collateral Agent to
act as agent for the Benefited Parties for the purposes of executing and
delivering on behalf of the Benefited Parties the Collateral Documents and,
subject to the provisions of this Agreement, enforcing the Benefited Parties'
rights under the Subsidiary Guaranty and the Collateral Documents and the
obligations of the Debtors thereunder, together with such other powers as are
reasonably incidental thereto.

         Each of the Debtors represents and warrants that other than the assets
subject to the Hagerstown First Lien, all of its Collateral is subject to a
valid and perfected first priority Lien in favor of the Collateral Agent to the
extent required by the Collateral Documents and subject only to Permitted Liens
(as defined in the Collateral Documents). Each Debtor hereby covenants that it
will promptly deliver to the Collateral Agent all Collateral (or such
documentation necessary to perfect its Lien therein) it receives hereinafter.

SECTION 3. ADMINISTRATION; EXERCISE OF REMEDIES.

         (a) Except as set forth in subsection 3(g), the Collateral Agent agrees
that it will not (i) release any Liens or Collateral without the written consent
of the Required Benefited Parties or (ii) commence Enforcement without the
written direction of the Required Benefited Parties. The Collateral Agent agrees
to administer the Collateral and to make such demands and give such notices
under the Subsidiary Guaranty and the Collateral Documents as the Required
Benefited Parties may request, and to take such action to enforce the Subsidiary
Guaranty and the Collateral Documents and to realize upon, collect and dispose
of the Collateral or any portion thereof as may be directed by the Required
Benefited Parties. The Collateral Agent shall not be required to take any action
that is in the reasonable opinion of counsel to the Collateral Agent contrary to
applicable law or to the terms of this Agreement, the Subsidiary Guaranty or any
Collateral Document, or that would in the reasonable opinion of such counsel
subject the Collateral Agent or any of its officers, employees, agents or
directors to additional liability, and the Collateral Agent shall not be
required to take any action under this Agreement, the Subsidiary Guaranty or any
Collateral Document unless and until the Collateral Agent shall be indemnified
to its reasonable satisfaction by the Benefited Parties against any and all
loss, cost, expense or liability in connection therewith.

         (b) Each Benefited Party agrees that the Collateral Agent shall act as
the Required Benefited Parties may request (regardless of whether any individual
Benefited Party agrees, disagrees or abstains with respect to such request) and
that the Collateral Agent shall have no liability for acting reasonably in
accordance with such request (provided such action does not conflict with
applicable law, the express terms of this Agreement, the Subsidiary Guaranty or


                                     Page 13             Intercreditor Agreement
<PAGE>
any Collateral Document). The Collateral Agent shall give prompt written notice
to each Benefited Party of (i) any request and (ii) any action taken pursuant to
the instructions of the Required Benefited Parties to enforce any Collateral
Document; provided, absent gross negligence or willful misconduct, that the
failure to give any such notice shall not impair the right of the Collateral
Agent to take any such action or the validity of any action so taken or impose
any liability on the Collateral Agent.

         (c) The Collateral Agent may at any time request directions from the
Required Benefited Parties as to any course of action or other matter relating
hereto or relating to the Subsidiary Guaranty or any Collateral Document. Except
as otherwise provided in this Agreement, directions given by the Required
Benefited Parties to the Collateral Agent hereunder shall be binding on all
Benefited Parties, for all purposes.

         (d) Nothing contained in this Agreement, except as specifically
provided, shall affect the right (if any) of any Benefited Party to give the
Company or any other applicable Person notice of any default or to accelerate or
make demand for payment of its Benefited Obligations, under its respective
Financing Agreement or to realize upon any Collateral on which such Benefited
Party has a Lien. Except for and only to the extent of the first priority
interest held by the Synthetic Lease Lenders in their Synthetic Collateral, each
Benefited Party agrees not to take any action to enforce any term or provision
of the Subsidiary Guaranty or any Collateral Document or to enforce any of its
rights in respect of the Subsidiary Guaranty or any Collateral (including any
right of set-off but excluding any Specific Collateral on which such Benefited
Party has a Lien) except through the Collateral Agent or in accordance with this
Agreement. Except for and only to the extent of the first priority interest held
by the Synthetic Lease Lenders in their Synthetic Collateral and by the Cash
Management Bank in its Specific Collateral, each Benefited Party agrees that it
shall not (i) take or receive a security interest in or Lien on any property or
assets of any Debtor as security for payment of any Benefited Obligations other
than security interests and Liens assigned or granted to the Collateral Agent
under the Collateral Documents to secure all Benefited Obligations or (ii) take
or receive any guaranty or any other credit support for any of the Benefited
Obligations other than the Subsidiary Guaranty or any other guaranty in favor of
the Collateral Agent for the benefit of all Benefited Obligations. Bank of
America, as Collateral Agent under the Fleet Blocked Account Agreement, agrees
and confirms that it holds a security interest in the "Blocked Account" (as
defined in the Fleet Blocked Account Agreement) and all proceeds thereof for the
benefit of all the Benefited Parties.

         (e) [Intentionally omitted.]

         (f) The Collateral Agent shall not be deemed to have actual or
constructive knowledge or notice of the occurrence of any Event of Default until
it has received written notice thereof stating that it is a "Notice of Default".
Any Benefited Party which has actual knowledge of an Event of Default or a Final
True Up Event shall promptly deliver (in accordance with the notice requirements
of Section 11(a)) to the Collateral Agent a written statement describing such
Event of Default or a Final True Up Event (provided that failure to do so shall
not constitute a waiver of such Event of Default or a Final True Up Event by any
Benefited Party). Upon receipt of a notice from a Benefited Party of the
occurrence of an Event of Default or a Final True Up Event, the Collateral Agent
shall promptly (and in any event no later than one Business Day after


                                     Page 14             Intercreditor Agreement
<PAGE>
receipt of such notice in the manner provided in Section 11(a)) give notice of
such Event of Default or a Final True Up Event to all other Benefited Parties.

         (g) Unless the Collateral Agent has received notice (as provided in
subsection (f) above) that an Event of Default exists or a Final True Up Event
has occurred, the Collateral Agent may with 3 Business Days advance written
notice thereof to each of the Benefited Parties (x) release any Collateral
(including any Specific Collateral) under any Collateral Document which is
permitted to be sold or disposed of or otherwise released pursuant to the
Financing Agreements and execute and deliver such releases as may be necessary
to terminate of record the Collateral Agent's lien on or security interest in
such Collateral (it being understood that sales of inventory in the ordinary
course of business shall not require a specific release from the Collateral
Agent); provided that the Collateral Agent shall not release all or any
Substantial Portion of the Collateral or, other than the Hagerstown Second Lien,
any Specific Collateral without the consent of the Required Benefited Parties;
and (y) subordinate any Lien on any property which constitutes Collateral to the
holder of any Lien on such property which is expressly permitted by the
Financing Agreements (including the holder of any Lien on any Specific
Collateral). In determining whether any such release or subordination is
permitted, the Collateral Agent may, in the absence of actual notice or
knowledge to the contrary, conclusively rely on a certificate from the Company
that such release or subordination is permitted by all of the Financing
Agreements.

SECTION 4. APPLICATION OF INTERIM PROCEEDS; INTERIM TRUE UP.

         All Interim Proceeds shall be promptly paid by the Debtors to the
Collateral Agent for deposit into the Special Trust Account.

         Prior to the occurrence of the Interim True Up Event, all such Interim
Proceeds shall then be promptly applied and distributed by the Collateral Agent
as follows:

                           FIRST, To the payment of any reasonable costs and
                  expenses of the Collateral Agent directly arising from the
                  Collateral Agent's actions hereunder in such capacity for
                  which it has not been previously paid or reimbursed; and

                           SECOND, To each of the following Benefited Parties a
                  portion of such Interim Proceeds (net of payment under FIRST
                  above) according to its respective percentage share as
                  follows:

<TABLE>
<S>                            <C>
Lenders                        36.1%
Shelf Noteholders              37.7%
Senior Noteholders             22.0%
Synthetic Lease Lenders         4.2%
</TABLE>

                  (such Benefited Parties, the "Primary Benefited Parties" and
                  such percentages, the "Original True-Up Percentages") to be
                  applied upon receipt by each of such Primary Benefited Parties
                  to its respective Principal Benefited Obligations only.


                                     Page 15             Intercreditor Agreement
<PAGE>
         Upon the occurrence of the Interim True Up Event, the Interim True Up
Percentages shall be calculated and, thereafter, all Interim Proceeds shall be
distributed by the Collateral Agent

                           FIRST, As set forth in clause FIRST above; and

                           SECOND, To each of the Primary Benefited Parties
                  according to its respective Interim True Up Percentage share.

         To the extent that the Synthetic Lease Lenders have received Interim
Proceeds prior to the Interim True Up Event, the amount so received in excess of
what would have been received if its respective Interim True Up Percentage had
been applied in calculating such Interim Proceeds instead of its respective
Original True-Up Percentage shall be promptly paid to the Collateral Agent for
reallocation among the other Principal Benefited Parties in accordance with
their respective interests therein as though the Interim True Up Percentages had
been applied to all Interim Proceeds received to date.

         Until such Interim Proceeds are so distributed, the Collateral Agent
shall hold such Interim Proceeds in the Special Trust Account. The Credit
Agreement Commitment shall be reduced simultaneously by the amount of Interim
Proceeds distributed and applied hereunder to the Credit Agreement Obligations
and any such reduction shall not constitute an event of default under any other
Financing Agreement. The Collateral Agent shall give notice to the Company and
each Benefited Party specifying the amount of all payments made to each of the
Benefited Parties under this Section 4.

         So long as this Section 4 shall be in effect and no Final True-Up Event
has occurred, the parties hereto agree for the purposes of this Agreement only
and distributions made hereunder, that all Make-Whole Obligations arising from a
Scheduled Sale, including the proceeds of the Lumber Note and such other amounts
in the Special Trust Account on the date hereof that arose from Scheduled Sales
shall be treated as follows:

                  (x) the Make-Whole Original Obligations arising from such sale
         shall be evidenced by a Make-Whole Original Note issued in the
         appropriate form for the applicable Noteholder and the Make-Whole
         Original Obligations, including accrued and unpaid Make-Whole Original
         Interest Obligations in respect thereof, shall be includable as
         outstanding Benefited Obligations in the calculation of the Final
         Settlement Percentage of the respective Noteholder who shall receive
         distributions in respect thereof in accordance with clause FOURTH of
         Section 6, and,

                  (y) the Make-Whole Delta Obligations arising from such sale
         shall be evidenced by a Make-Whole Delta Note issued in the appropriate
         form for the applicable Noteholder and the Make-Whole Delta
         Obligations, including Make-Whole Delta Interest Obligations in respect
         thereof, shall be deemed Second Tier Benefited Obligations payable
         under clause FIFTH of Section 6 and, solely for the purpose of
         calculating the Final Settlement Percentage, shall not be includable as
         outstanding Benefited Obligations.


                                     Page 16             Intercreditor Agreement
<PAGE>
         Each of the parties hereto acknowledge and agree that the foregoing
shall not apply to the Make-Whole Amount arising in the event of a sale of the
Paint Business or any sale other than a Scheduled Sale. In the event that the
Company proposes to sell the Paint Business, the parties hereto further agree to
enter into discussions regarding the terms of payment of the Make-Whole
Obligations in respect thereto.

         Each of the Primary Benefited Parties agree that payments made
hereunder and in accordance herewith by the Company of Interim Proceeds to the
Collateral Agent for distribution as set forth in this Agreement and payment of
Make-Whole Obligations by the issuance of Make-Whole Notes as provided herein
shall not constitute a default under their respective Financing Agreements.

SECTION 5. FINAL TRUE UP.

         Upon the occurrence of a Final True Up Event (the date of such
occurrence, the "Final True-Up Date"), each of the Primary Benefited Parties
shall promptly, but in any event within ten Business Days of receipt of a Final
True-Up Notice, notify the Collateral Agent of the amount of principal
outstanding of its respective Principal Benefited Obligation and its outstanding
Make-Whole Original Obligations, if any, on such Final True-Up Date. Based upon
such notices, the Collateral Agent shall determine (i) the total aggregate
amount of the Principal Benefited Obligations (the "Final Principal
Obligations") and (ii) the percentage (rounded to the closest thousandth) that
each Primary Benefited Party's Principal Benefited Obligation represents of the
Final Principal Obligations (the "Final True-Up Percentages"). The Collateral
Agent shall notify each of the Primary Benefited Parties of the amounts of the
Final Principal Obligations and the Final True-Up Percentages, and such Final
True-Up Percentages shall be deemed binding and conclusive absent any objection
or correction from the Primary Benefited Parties within ten Business Days after
receipt of such notice from the Collateral Agent.

         To the extent that a Primary Benefited Party's Final True-Up Percentage
is less than (a) if no Interim True Up Event has occurred, its Original True-Up
Percentage or (b) if the Interim True Up Event occurred, its Interim True Up
Percentage, such Primary Benefited Party shall pay to the Collateral Agent, for
deposit into the Special Trust Account to be deemed as "Final Proceeds" and
distributed in accordance with clause SECOND of Section 6, an amount (the
"True-Up Payment") equal to the sum of (i) (x) its Original True-Up Percentage
or its Interim True Up Percentage, as the case may be, minus (y) its Final
True-Up Percentage times (ii) the Final Principal Obligations.

         If any Creditor required under this Section 5 to make a payment to the
Collateral Agent fails to do so within five Business Days' after its receipt of
notice from the Collateral Agent of its obligation (a "Defaulting Creditor"),
such Defaulting Creditor's obligation shall bear interest thereafter until paid
at a rate equal to the rate such amount would have been subject to as an
obligation of the Company to pay the Creditor(s) who will receive such amount
under clause SECOND of Section 6. Such interest shall be paid by the Defaulting
Creditor to the Collateral Agent for distribution thereof to the appropriate
Creditors under clause SECOND of Section 6. Any amounts not paid shall be
withheld by the Collateral Agent from any proceeds due such Defaulting Creditor
hereunder.


                                     Page 17             Intercreditor Agreement
<PAGE>
         Notwithstanding any agreement to the contrary in any of the other
Financing Agreements, each Debtor hereby agrees that each Primary Benefited
Party who has made a True-Up Payment to the Collateral Agent pursuant to this
Section 5 shall, to the extent of the amount of such True-Up Payment, be deemed
to have the obligation (or part thereof) which was originally intended to be
satisfied of its respective Principal Benefited Obligation, and all Liens,
rights and remedies therefor and in respect thereof, revived and continued in
full force and effect as if such original payment of its respective Principal
Benefited Obligation had not been made. Each Debtor agrees that the books and
records of the Primary Benefited Parties showing the outstanding amount of the
Primary Benefited Obligations shall constitute rebuttably presumptive proof
thereof, irrespective of whether any Principal Benefited Obligation is or should
be evidenced by a promissory note or other instrument. This provision shall
supersede any action taken by a Primary Benefited Party in reliance upon any
payments received or proceeds applied and all such actions taken are deemed
hereby to be conditioned upon such payments or applications of proceeds being
final and irrevocable and not subject to this Section 5.

SECTION 6. APPLICATION OF PROCEEDS AFTER FINAL TRUE UP EVENT.

         (a) All Final Proceeds shall be promptly paid or delivered by the
Debtors to the Collateral Agent for deposit into the Special Trust Account. All
Proceeds of Specific Collateral in excess of the amount of the underlying
obligation shall be promptly paid or delivered to the Collateral Agent for
deposit into the Special Trust Account. All such Final Proceeds shall then be
promptly applied and distributed by the Collateral Agent as follows:

                           FIRST, To the payment of any reasonable costs and
                  expenses of the Collateral Agent directly arising from the
                  Collateral Agent's actions hereunder in such capacity for
                  which it has not been previously paid or reimbursed;

                           SECOND, To the extent that under Section 5 a Primary
                  Benefited Party's Final True-Up Percentage is higher than (a)
                  if no Interim True Up Event has occurred, its Original True-Up
                  Percentage or (b) if the Interim True Up Event occurred, its
                  Interim True Up Percentage, to each of such Primary Benefited
                  Parties a portion of such Final Proceeds (such payment, the
                  "True-Up Amount") representing an amount equal to the sum of
                  (i) (x) its Final True-Up Percentage minus (y) its Original
                  True-Up Percentage or its Interim True Up Percentage, as the
                  case may be, times (ii) the Final Principal Obligations; such
                  True-Up Amount to be applied upon receipt by each of such
                  Primary Benefited Parties to its respective Principal
                  Benefited Obligations; provided that, with respect to any
                  Contingent Obligations of the Primary Benefited Parties,
                  payment in respect thereof shall be held by the Collateral
                  Agent, to be retained as Collateral for such Contingent
                  Obligations (it being understood that (i) if any portion of
                  such Contingent Obligations becomes due and payable, the
                  Collateral Agent shall pay to the holder of such Contingent
                  Obligations the ratable share of the amount of cash held as
                  Collateral therefor pursuant to this clause which is allocable
                  to such portion of such Contingent Obligations (less the
                  amount of any cash held as Specific Collateral by such holder
                  which is available to be applied to pay such portion of such
                  Contingent Obligations) and (ii) if and to the extent that any
                  such


                                     Page 18             Intercreditor Agreement
<PAGE>
                  Contingent Obligation ceases to exist (as the result of
                  payment of any obligations guaranteed pursuant to the
                  Synthetic Lease Guaranty or realization on Specific Collateral
                  or otherwise) the amount of cash held as Collateral therefor
                  pursuant to this clause shall be then applied and distributed
                  pursuant to clause THIRD below;

                           THIRD, To the payment of such unsatisfied Cash
                  Management Obligations as of the Final True-Up Date (taking
                  into account chargebacks and deposit adjustments made within
                  two weeks after the Final True-Up Date) in an amount not to
                  exceed the $4,000,000 in cash collateral held as Specific
                  Collateral for the benefit of the Cash Management Bank. To the
                  extent that the Cash Management Obligations do not exceed
                  $4,000,000, the excess cash and any other deposits held in
                  connection with the Cash Management Obligations shall be
                  available for distribution as set forth hereinbelow;

                           FOURTH, To each of the Primary Benefited Parties and
                  the Cash Management Bank a portion of such Final Proceeds (net
                  of payment(s) under FIRST, SECOND and THIRD above) according
                  to its respective Final Settlement Percentage to be applied
                  upon receipt by each of such Benefited Parties to its
                  respective Benefited Obligations as set forth in its Financing
                  Agreement or Cash Management Arrangement, as the case may be;

                           provided, that payments under this clause FOURTH
                  shall only be made until such Benefited Obligations of such
                  Primary Benefited Party are paid in full and if and to the
                  extent any payment hereunder to a Primary Benefited Party or
                  the Cash Management Bank is in excess of the Benefited
                  Obligations owed to such party, all amounts in excess thereof
                  shall be shared pro rata among the other Primary Benefited
                  Parties, and;

                           provided further that, with respect to any Contingent
                  Obligations of the Primary Benefited Parties, payment in
                  respect thereof shall be held by the Collateral Agent, to be
                  retained as Collateral for such Contingent Obligations (it
                  being understood that (i) if any portion of such Contingent
                  Obligations becomes due and payable, the Collateral Agent
                  shall pay to the holder of such Contingent Obligations the
                  ratable share of the amount of cash held as Collateral
                  therefor pursuant to this clause which is allocable to such
                  portion of such Contingent Obligations (less the amount of any
                  cash held as Specific Collateral by such holder which is
                  available to be applied to pay such portion of such Contingent
                  Obligations) and (ii) if and to the extent that any such
                  Contingent Obligation ceases to exist (as the result of
                  payment of any obligations guaranteed pursuant to the
                  Synthetic Lease Guaranty or realization on Specific Collateral
                  or otherwise) the amount of cash held as Collateral therefor
                  pursuant to this clause shall be then applied to the Final
                  Principal Obligations which are not Contingent Obligations.

                           FIFTH: To the ratable payment of the Second Tier
                  Benefited Obligations then owing by the applicable Debtor;
                  provided that with respect to Second Tier Benefited
                  Obligations which are Contingent Obligations, payment shall be
                  made


                                     Page 19             Intercreditor Agreement
<PAGE>
                  to the Collateral Agent, to be retained as Collateral, for the
                  ratable portion of Second Tier Benefited Obligations
                  consisting of such Contingent Obligations (it being understood
                  that (i) if any portion of such Contingent Obligations becomes
                  due and payable, the Collateral Agent shall pay to the holder
                  of such Contingent Obligations the ratable share of such
                  portion of such Contingent Obligations (less the amount of any
                  cash held as Specific Collateral by such holder which is
                  available to be applied to pay such portion of such Contingent
                  Obligations) and (ii) if and to the extent that any Contingent
                  Obligation ceases to exist, the amount of cash held as
                  Collateral therefor pursuant to this clause shall be applied
                  as set forth in this clause to non-Contingent Obligations;

                           SIXTH: After payment in full of all Benefited
                  Obligations, to the payment to or upon the order of the
                  applicable Debtor, or to whomsoever may be lawfully entitled
                  to receive the same or as a court of competent jurisdiction
                  may direct, of any surplus then remaining from such Proceeds.

         (b) Until such Final Proceeds are so applied, the Collateral Agent
shall hold such Final Proceeds in the Special Trust Account.

SECTION 7. SPECIAL TRUST ACCOUNT; RECEIPT OF PROCEEDS; SHARING.

         (a) As of April 2, 2002, the Special Trust Account had a balance of
$10,953,599.38. The Collateral Agent has heretofore provided each of the Primary
Benefited Parties with an accounting of the funds in the Special Trust Account.
Of said balance, $10,900,000.00 shall be deemed Interim Proceeds and shall be
applied as set forth in Section 4 and distributed by the Collateral Agent by no
later than April 30, 2002. Until the Final True-Up Date, the balance remaining
in the Special Trust Account shall be subject to distributions under Section 4
at each time the Special Trust Account accumulates a balance in excess of
$500,000. Upon the occurrence of the Final True-Up Date, all amounts in the
Special Trust Account shall be distributed as set forth in Section 6.

         (b) Each Debtor agrees to give prompt notice to the Collateral Agent of
the receipt of Net Disposition Proceeds and Net Debt Proceeds and promptly to
pay or deliver, as the case may be, all of such Net Disposition Proceeds and Net
Debt Proceeds to the Collateral Agent to the extent required under the
Collateral Documents, the Financing Agreements, and hereunder. Any Proceeds
received by any Benefited Party other than Proceeds of Specific Collateral,
shall be promptly paid over to the Collateral Agent for deposit in the Special
Trust Account for application as set forth herein. All Proceeds of the Specific
Collateral in excess of the amount of any underlying obligation shall be held by
the Collateral Agent for the benefit of the Primary Benefited Parties.

         (c) Payments by the Collateral Agent in respect of (i) the Credit
Agreement Obligations and, to the extent relating to the Credit Agreement
Obligations, the Subsidiary Guaranty Obligations shall be made to the Agent for
distribution to the Lenders in accordance with the Credit Agreement; (ii) the
Shelf Obligations and, to the extent relating to the Shelf Obligations, the
Subsidiary Guaranty Obligations shall be made to Prudential (or such other
Person as


                                     Page 20             Intercreditor Agreement
<PAGE>
Prudential may designate in writing to the Collateral Agent) for distribution to
the Shelf Noteholders; (iii) the Senior Note Obligations and, to the extent
relating to the Senior Note Obligations, the Subsidiary Guaranty Obligations
shall be made to the related applicable Senior Noteholder; (iv) the Cash
Management Obligations shall be paid to the Cash Management Bank; and (v) the
Synthetic Lease Obligations and, to the extent relating to the Synthetic Lease
Obligations, the Subsidiary Guaranty Obligations shall be made to Bank of
Montreal (or such other Person as Bank of Montreal may designate in writing to
the Collateral Agent) for distribution to the Synthetic Lease Lenders.

         (d) The Collateral Agent shall give each Benefited Party a written
notice in accordance with Section 11(a) (a "Notice of Final True Up Event")
promptly, but no later than one Business Day, after being notified in writing by
a Benefited Party that a Final True Up Event has occurred or one Business Day
after the Collateral Agent has knowledge that a Final True Up Event has
occurred. After the receipt of such Notice of Final True Up Event, all payments
by the Company or any other Debtor and all proceeds of Collateral shall be
deposited into the Special Trust Account and applied as set forth in Section 6.

         (e) Each Benefited Party agrees that upon the occurrence of a Final
True Up Event it shall (i) promptly notify the Collateral Agent in writing of
the amount of all Payments (if any) previously received by such Benefited Party
after the Final True-Up Date and of the receipt thereafter of any Payment other
than any Payments received pursuant to Section 4, 5, or 6 hereof, (ii) hold such
amounts in trust for the Benefited Parties and act as agent of the Benefited
Parties during the time any such amounts are held by it and (iii) promptly
deliver to the Collateral Agent such amounts for deposit into the Special Trust
Account to be deemed as "Final Proceeds".

         (f) If at any time any Benefited Party shall have received any payment
or distribution (whether voluntary, involuntary, through the exercise of any
right of set-off or otherwise, but excluding (i) any payment or distribution
from, or constituting proceeds of, Specific Collateral which is applied to
related Specific Obligations and (ii) scheduled amortization and other payments
required under its respective Financing Agreement) on any of its Benefited
Obligations in excess of the payments or distributions such Benefited Party
would have received through the operation of Section 4 or 6, as applicable, such
Benefited Party shall hold such excess payments or distributions in trust for
the benefit of the other Benefited Parties and shall promptly pay over such
excess payments or distributions in the form received to the Collateral Agent
for distribution to the Benefited Parties pursuant to Section 4 or 6, as
applicable. Notwithstanding any contrary provision herein or any termination of
this Agreement, this subsection 7(f) shall survive until the Benefited
Obligations are paid in full or such earlier time as all Benefited Parties have
agreed in writing to terminate this subsection 7(f).

SECTION 8. INFORMATION FROM BENEFITED PARTIES.

         Each Benefited Party shall promptly from time to time, upon written
request of the Collateral Agent, (i) notify the Collateral Agent of the
outstanding Benefited Obligations owed to such Benefited Party as at such date
as the Collateral Agent may specify and (ii) notify the Collateral Agent of any
payment received thereafter by such Benefited Party to be applied to the
Benefited Obligations owing to such Benefited Party. Each Benefited Party shall
certify as to


                                     Page 21             Intercreditor Agreement
<PAGE>
such amounts and the Collateral Agent shall be entitled to rely conclusively
upon such certification. The Collateral Agent shall notify each Benefited Party
of the outstanding amounts of the Benefited Obligations of the other Benefited
Parties upon the application of any Interim Proceeds but in any event no less
frequently than bi-annually.

SECTION 9. DISCLAIMERS, INDEMNITY, ETC.

         (a) The Collateral Agent shall have no duties or responsibilities
except those expressly set forth in this Agreement and the Collateral Documents.
The Collateral Agent shall not by reason of this Agreement, the Subsidiary
Guaranty or any Collateral Document be a trustee for any Benefited Party or have
any other fiduciary obligation to any Benefited Party (including any obligation
under the Trust Indenture Act of 1939, as amended). The Collateral Agent shall
not be responsible to any Benefited Party for any recitals, statements,
representations or warranties contained in any other Financing Agreement or in
any certificate or other document referred to or provided for in, or received by
any of them under, any other Financing Agreement, or for any representations or
warranties not made by it under this Agreement or any Collateral Document, or
for the value, validity, effectiveness, genuineness, enforceability or
sufficiency of any Financing Agreement or any other document referred to or
provided for therein or any Lien under any Collateral Document or the perfection
or priority of any such Lien or for any failure by the Company, any other
Debtor, any Benefited Party or any other Person to perform any of its respective
obligations under any Financing Agreement. Without limiting the foregoing, the
Collateral Agent shall not be required to take any action under the Subsidiary
Guaranty or any Collateral Document, including any action to perfect any
security interest granted in the Collateral pursuant to any Collateral Document,
or to administer any Collateral unless instructed to do so by the Required
Benefited Parties. The Collateral Agent may employ agents and attorneys-in-fact
and shall not be responsible, except as to money or securities received by it or
its authorized agents, for the negligence or misconduct of any such agents or
attorneys-in-fact selected by it with reasonable care. Neither the Collateral
Agent nor any of its directors, officers, employees or agents shall be liable or
responsible for any action taken or omitted to be taken by it or them hereunder
or in connection herewith, except for the gross negligence or willful misconduct
of such Person.

         (b) The Collateral Agent shall be entitled to rely upon any
certification, notice or other communication received in the manner set forth in
Section 11(a) reasonably believed by it to be genuine and correct and to have
been signed or sent by or on behalf of the proper Person or Persons, and upon
advice and statements of independent legal counsel, independent accountants and
other experts selected by the Collateral Agent. As to any matters not expressly
provided for by this Agreement, the Collateral Agent shall in all cases be fully
protected in acting, or in refraining from acting, hereunder in accordance with
instructions signed by the Required Benefited Parties, and such instructions of
the Required Benefited Parties, and any action taken or failure to act pursuant
thereto, shall be binding on all Benefited Parties.

         (c) The Benefited Parties agree that they will indemnify the Collateral
Agent, in its capacity as the Collateral Agent, ratably in accordance with the
principal or face amount of the Benefited Obligations held by each of the
Benefited Parties at the time any item described below arises, to the extent the
Collateral Agent is not reimbursed by the Company or the other Debtors


                                     Page 22             Intercreditor Agreement
<PAGE>
under the Financing Agreements or reimbursed out of any Proceeds pursuant to
clause FIRST of Section 4 or clause FIRST of Section 6, for any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind or nature whatsoever that may be
imposed on, incurred by or asserted against the Collateral Agent in any way
directly relating to or arising out of this Agreement, the Subsidiary Guaranty
or any Collateral Document or the enforcement of any of the terms thereof,
including reasonable fees and charges of counsel (including the allocated cost
of internal counsel); provided that no Benefited Party shall be liable for any
such payment to the extent the obligation to make such payment is found in a
final judgment by a court of competent jurisdiction to have arisen from the
Collateral Agent's gross negligence or willful misconduct. The obligations of
the Benefited Parties under this subsection 9(c) shall survive the payment in
full of the Benefited Obligations and the termination of this Agreement. The
Collateral Agent shall provide a detailed written statement of expenses and
other amounts for which it seeks reimbursement to the Company with a copy to
each Benefited Party.

         (d) Except for action expressly required of the Collateral Agent
hereunder, the Collateral Agent shall, notwithstanding subsection 9(c), in all
cases be fully justified in failing or refusing to act hereunder unless it shall
be further indemnified to its reasonable satisfaction by the Benefited Parties
against any and all additional liability and expense that may be incurred by it
by reason of taking or continuing to take any such action.

         (e) The Collateral Agent may deem and treat the payee of any promissory
note or other evidence of indebtedness or of any other liability relating to any
Benefited Obligation as the owner thereof for all purposes hereof unless and
until a written notice of the assignment or transfer thereof, signed by such
payee and in form reasonably satisfactory to the Collateral Agent, shall have
been filed with the Collateral Agent. Any request, authority or consent of any
Person who at the time of making such request or giving such authority or
consent is the holder of any such note or other evidence of indebtedness or
obligation shall be conclusive and binding on any subsequent holder, transferee
or assignee of such note or other evidence of indebtedness or obligation and of
any note or notes or other evidences of indebtedness or obligation issued in
exchange therefor.

         (f) Except as expressly provided herein, the Collateral Agent shall
have no duty to take any affirmative steps with respect to the administration or
collection of amounts payable in respect of the Subsidiary Guaranty, the
Collateral Documents or the Collateral. The Collateral Agent shall incur no
liability (except to the extent the actions or omissions of the Collateral Agent
in connection therewith constitute gross negligence or willful misconduct) as a
result of any sale of any Collateral, whether at any public or private sale.

         (g) (i) The Collateral Agent may resign at any time by giving at least
60 days' notice thereof to the Lenders and the other Benefited Parties, and the
Collateral Agent may be removed as the Collateral Agent at any time by the
Required Benefited Parties. In the event of any such resignation or removal of
the Collateral Agent, the Required Benefited Parties shall thereupon have the
right to appoint a successor Collateral Agent. If no successor Collateral Agent
shall have been so appointed by the Required Benefited Parties and shall have
accepted such appointment within 60 days after the notice of the intent of the
Collateral Agent to resign or the


                                     Page 23             Intercreditor Agreement
<PAGE>
removal of the Collateral Agent, then the resignation or removal shall
nonetheless become effective, the retiring or removed Collateral Agent shall be
discharged from its duties and obligations hereunder and the Benefited Parties
acting collectively shall thereafter have the rights and obligations of the
Collateral Agent hereunder and under the Collateral Documents until a successor
Collateral Agent has been appointed and accepted such appointment. Any successor
Collateral Agent appointed pursuant to this subsection shall be a commercial
bank or other financial institution organized under the laws of the United
States of America or any state thereof having combined capital and surplus of at
least $1,000,000,000. After any retiring or removed Collateral Agent's
resignation or removal hereunder, the provisions of Section 3 and this Section 9
shall continue to inure to its benefit as to any actions taken or omitted to be
taken by it while it was the Collateral Agent.

                  (ii) Upon the acceptance by a successor Collateral Agent of
         appointment as the Collateral Agent hereunder, such successor
         Collateral Agent shall thereupon succeed to and become vested with all
         the rights, powers, privileges and duties of the retiring or removed
         Collateral Agent, and the retiring or removed Collateral Agent shall
         thereupon be discharged from its duties and obligations hereunder (if
         not previously discharged therefrom pursuant to subsection 9(g)(i)).

                  (iii) Upon any resignation or removal of a Collateral Agent,
         the retiring or removed Collateral Agent shall execute and deliver such
         documents and instruments as the applicable successor Collateral Agent
         or the Required Benefited Parties may reasonably request to vest in
         such successor Collateral Agent or the Benefited Parties the rights,
         powers and privileges of the retiring or removed Collateral Agent.

         (h) In no event shall the Collateral Agent or any Benefited Party be
liable or responsible for any funds or investments of funds held by the Company,
any other Debtor or any of their Affiliates.

         (i) With respect to their respective shares of the Benefited
Obligations, Bank of America and its Affiliates shall have and may exercise the
same rights and powers hereunder as, and shall be subject to the same
obligations and liabilities as and to the extent set forth herein for, any other
Benefited Party, all as if Bank of America were not the Collateral Agent. The
terms "Benefited Party", "Required Benefited Parties", "Lender", "Cash
Management Bank" or any similar term shall, unless the context clearly otherwise
indicates, include Bank of America or any Affiliate of Bank of America in its
individual capacity as a Benefited Party, one of the Required Benefited Parties,
a Lender or a Cash Management Bank. Bank of America and its Affiliates may lend
money to, and generally engage in any kind of business with, the Company or any
of its Affiliates as if Bank of America were not acting as the Collateral Agent
and without any duty to account therefor to any other Benefited Party. Without
limiting the foregoing, each Benefited Party acknowledges that (i) Bank of
America is both a Lender and the Agent under the Credit Agreement and the
Collateral Agent hereunder and under the Collateral Documents and (ii) Bank of
America and its Affiliates may continue to engage in any credit decision with
respect to the Credit Agreement or any other Financing Agreement without any
duty to account therefor to the Benefited Parties by reason of its appointment
as the Collateral Agent.


                                     Page 24             Intercreditor Agreement
<PAGE>
         (j) Each party hereto acknowledges that it has, independently and
without reliance upon the Collateral Agent or any other party hereto and based
upon such documents and information as it has deemed appropriate, made its own
credit analysis and decision to enter into this Agreement and the other
Financing Agreements to which it is a party. Each party hereto also acknowledges
that it will, independently and without reliance upon the Collateral Agent and
based upon such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action
under the Financing Agreements to which it is a party.

         (k) If, with respect to any proposed action to be taken by it, the
Collateral Agent shall determine in good faith that the provisions of this
Agreement relating to the functions or discretionary powers of the Collateral
Agent are or may be ambiguous or inconsistent, the Collateral Agent shall notify
the other Benefited Parties identifying the proposed action and the provisions
it considers to be ambiguous or inconsistent, and may decline either to perform
such function or responsibility or to exercise such discretionary power unless
it has received the written confirmation of the Required Benefited Parties that
the Required Benefited Parties concur that the action proposed to be taken by
the Collateral Agent is consistent with the terms of this Agreement or is
otherwise appropriate. The Collateral Agent shall be fully protected in acting
or refraining from acting upon the confirmation of the Required Benefited
Parties in this respect, and such confirmation shall be binding upon all
Benefited Parties.

         (l) Each of the Company and each other Debtor, by its consent hereto,
agrees to pay to the Collateral Agent, from time to time upon demand, all
reasonable fees, costs and expenses of the Collateral Agent (including the
reasonable fees and charges of counsel to the Collateral Agent, the allocated
cost of internal legal services, all disbursements of internal counsel and all
fees and charges of any financial advisor retained by the Collateral Agent or by
counsel to the Collateral Agent) (i) arising in connection with the
administration or enforcement of any of the provisions of this Agreement or the
other Financing Agreements, (ii) incurred or required to be advanced in
connection with the administration of the Collateral, the sale or other
disposition of the Collateral pursuant to any Collateral Document and the
preservation, protection or defense of the Collateral Agent's rights under this
Agreement and the other Financing Agreements and in and to the Collateral, or
(iii) incurred by the Collateral Agent in connection with the resignation of the
Collateral Agent pursuant to subsection 9(g). Each of the Company and each other
Debtor, by its consent hereto, further agrees to indemnify the Collateral Agent,
in its capacity as the Collateral Agent, for any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind or nature whatsoever that may be imposed
on, incurred by or asserted against the Collateral Agent in any way relating to
or arising out of this Agreement, the Subsidiary Guaranty or any Collateral
Document or the enforcement of any of the terms thereof, including reasonable
fees and charges of counsel (including the allocated cost of internal counsel);
provided that no Debtor shall be liable for any such payment to the extent the
obligation to make such payment is found in a final judgment by a court of
competent jurisdiction to have arisen from the Collateral Agent's gross
negligence or willful misconduct. The obligations of each Debtor other than the
Company under this subsection 9(l) shall be limited to the maximum amount that
such Debtor may pay without violating any fraudulent conveyance or fraudulent
transfer law. The obligations of the Company and each


                                     Page 25             Intercreditor Agreement
<PAGE>
other Debtor under this subsection 9(l) shall survive the termination of the
other provisions of this Agreement.

SECTION 10. INVALIDATED PAYMENTS.

         If the Collateral Agent or any other Benefited Party receives any
amount pursuant to this Agreement that is subsequently required to be returned
or repaid by the Collateral Agent or such other Benefited Party to the Company
or any other Debtor or any Affiliate thereof or their respective representatives
or successors in interest, whether by court order, settlement or otherwise (a
"Repayment Event"), then

                           (x) if the Repayment Event results in the Collateral
                  Agent being required to return or repay any amount distributed
                  by it to the other Benefited Parties under this Agreement,
                  each Benefited Party to which such amount was distributed
                  shall, forthwith upon its receipt of a notice thereof from the
                  Collateral Agent, pay the Collateral Agent an amount equal to
                  its ratable share (based on the amount distributed to such
                  Benefited Party) of the amount required to be returned or
                  repaid relating to such Repayment Event,

                           (y) if the Repayment Event results in any Benefited
                  Party being required to return or repay any amount received by
                  it for its own account under this Agreement directly or
                  indirectly to the Company, any other Debtor or any Affiliate
                  thereof or their respective representatives or successors in
                  interest (any such Benefited Party being an "Affected
                  Benefited Party"), each other Benefited Party shall, forthwith
                  upon its receipt of a notice thereof from the Affected
                  Benefited Party, pay the Collateral Agent an amount for
                  distribution to such Affected Benefited Party such that, after
                  giving effect to such payment and distribution, all Benefited
                  Parties shall have received such proportion of the Proceeds or
                  other payments received on account of the Benefited
                  Obligations as they would have received had the original
                  payment which gave rise to such Repayment Event not occurred,
                  and

                           (z) in either case, the Collateral Agent shall
                  thereafter apply Proceeds received in a manner consistent with
                  the terms of this Agreement such that all Benefited Parties
                  receive such proportion of the Proceeds as they would have
                  received had the original payment which gave rise to such
                  Repayment Event not occurred, to cause each Benefited Party to
                  hold the amount of the Benefited Obligations it would have
                  held if the original payment which gave rise to such Repayment
                  Event had not occurred;

it being understood that if any Benefited Party shall fail to promptly pay any
such amount to the Collateral Agent (and without limiting any right or remedy
that the Collateral Agent or any other Benefited Party may have against such
Benefited Party), the Collateral Agent may deduct such amount from any amount
payable thereafter to such Benefited Party under this Agreement.


                                     Page 26             Intercreditor Agreement
<PAGE>
SECTION 11. MISCELLANEOUS.

         (a) All notices and other communications provided for herein shall be
in writing and may be sent by messenger or overnight air courier, facsimile
transmission, e-mail or United States mail and shall be deemed to have been
given when delivered by messenger or overnight air courier, upon completion of
facsimile transmission or e-mail (with, in each case, electronic confirmation of
receipt) or four Business Days after deposit in the United States mail,
registered or certified, with postage prepaid and properly addressed. For the
purposes hereof, the addresses of the parties hereto (until notice of a change
thereof is delivered as provided in this subsection 11(a)) shall be set forth
under each party's name on the signature pages (including acknowledgments)
hereof. The Lenders acknowledge and agree that any notice sent to Bank of
America shall be conclusively deemed to have been received concurrently by all
Lenders. The Shelf Noteholders acknowledge and agree that any notice sent to
Prudential (or such other single Person as Prudential shall designate as the
representative of the Shelf Noteholders for purposes of this subsection 11(a))
shall be conclusively deemed to have been received concurrently by all Shelf
Noteholders. The Senior Noteholders acknowledge and agree that any notice sent
to Allstate (or such other single Person as Allstate shall designate as the
representative of the Senior Noteholders for purposes of this subsection 11(a))
shall be conclusively deemed to have been received concurrently by all the
Senior Noteholders. The Synthetic Lease Lenders acknowledge and agree that any
notice sent to Bank of Montreal (or such other single Person as Bank of Montreal
shall designate as the representative of the Synthetic Lease Lenders for
purposes of this subsection 11(a)) shall be conclusively deemed to have been
received concurrently by all Synthetic Lease Lenders. The Collateral Agent shall
have no liability for the failure of any Benefited Party to receive a notice
sent by the Collateral Agent to all Benefited Parties so long as the Collateral
Agent used best efforts to send such notice to such Benefited Party.

         (b) This Agreement may be amended, modified, waived, or terminated only
by an instrument or instruments in writing signed by the Collateral Agent, the
Agent (acting with the consent of the "Required Lenders" as defined in the
Credit Agreement), the "Required Holders" as defined in the Shelf Agreement, the
"Majority Holders" as defined in the Senior Note Agreements, and Benefited
Parties holding more than 50% of the outstanding principal or face amount of the
Principal Benefited Obligations (or, if all Principal Benefited Obligations
(other than Contingent Obligations) have been paid in full and all Commitments
under and as defined in the Credit Agreement have terminated, by the Collateral
Agent and Benefited Parties holding more than 50% of the outstanding principal
or face amount of the Benefited Obligations) and the Company and the other
Debtors; provided that no amendment, modification or waiver shall (i) reduce the
percentage of any payment, distribution or Proceeds to which any Benefited Party
is entitled hereunder without the written consent of such Benefited Party; (ii)
change the definitions of "Principal Benefited Obligations", "Final Principal
Obligations", "Second Tier Benefited Obligations," "Primary Benefited Parties",
"Required Benefited Parties" or "Final True Up Event" without the consent of all
Benefited Parties; (iii) change the definitions of "Original True-Up
Percentages", "Final Settlement Percentage", "Final True-Up Percentages",
"True-Up Amount", or "True-Up Payment", without the consent of all holders of
Principal Benefited Obligations; or (iv) amend Section 4, 5, 6 or 11 without the
consent of all Benefited Parties.


                                     Page 27             Intercreditor Agreement
<PAGE>
         (c) This Agreement shall be binding upon and inure to the benefit of
the Collateral Agent and each Benefited Party and their respective successors
and assigns. If the holder of any Benefited Obligations shall transfer such
Benefited Obligations, it shall promptly so advise the Collateral Agent. Each
transferee of any Benefited Obligations shall take such Benefited Obligations
subject to the provisions of this Agreement and to any request made, waiver or
consent given or other action taken or authorized hereunder, by each previous
holder of such Benefited Obligations, prior to the receipt by the Collateral
Agent of written notice of such transfer and each transferor shall cause its
transferee to so agree; and, except as expressly otherwise provided in such
notice, the Collateral Agent shall be entitled to assume conclusively that the
transferee named in such notice shall thereafter be vested with all rights and
powers as a Benefited Party under this Agreement. Upon the written request of
any Benefited Party, the Collateral Agent will provide such Benefited Party with
copies of any written notices of transfer received pursuant hereto.

         (d) This Agreement shall continue to be effective among the Benefited
Parties even though a case or proceeding under any bankruptcy or insolvency law
or any proceeding in the nature of a receivership, whether or not under any
insolvency law, shall be instituted with respect to the Company or any other
Debtor, or any portion of the property or assets of the Company or any other
Debtor, and all actions taken by the Benefited Parties with regard to such
proceeding shall be by the consent of the Required Benefited Parties; provided
that nothing herein shall be interpreted to preclude any Benefited Party from
filing a proof of claim with respect to its Benefited Obligations or from
casting its vote, or abstaining from voting, for or against confirmation of a
plan of reorganization in its sole discretion.

         (e) Each Benefited Party agrees to do such further acts and things and
to execute and deliver such additional agreements, powers and instruments as the
Collateral Agent or any other Benefited Party may reasonably request to carry
into effect the terms, provisions and purposes of this Agreement or to better
assure and confirm unto the Collateral Agent or such other Benefited Party the
rights, powers and remedies hereunder.

         (f) This Agreement may be executed in any number of counterparts, all
of which taken together shall constitute one and the same instrument, and any of
the parties hereto may execute this Agreement by signing any such counterpart. A
facsimile of the signature of any party on any counterpart shall be as effective
as the original signature of such party for purposes of the effectiveness of
this Agreement.

         (g) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF ILLINOIS.

         (h) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT MAY
BE BROUGHT IN THE COURTS OF THE STATE OF ILLINOIS OR OF THE UNITED STATES FOR
THE NORTHERN DISTRICT OF ILLINOIS, AND BY ITS EXECUTION AND DELIVERY OF THIS
AGREEMENT, EACH BENEFITED PARTY (I) CONSENTS TO THE JURISDICTION OF SUCH COURTS,
(II) 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


                                     Page 28             Intercreditor Agreement
<PAGE>
HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH COURTS IN
RESPECT OF THIS AGREEMENT; AND (III) WAIVES PERSONAL SERVICE OF ANY SUMMONS,
COMPLAINT OR OTHER PROCESS; AND (IV) WAIVES RIGHT TO A TRIAL BY JURY OF ANY
CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS
AGREEMENT WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE.

         (i) Nothing in this Agreement in the Subsidiary Guaranty or in any
Collateral Document, express or implied, is intended or shall be construed to
confer upon or give to any Person other than the Benefited Parties, the Company
and the other Debtors any right, remedy or claim under or by reason of any such
agreement or any covenant, condition or stipulation herein or therein contained.

         (j) In case any provision in or obligation under this Agreement shall
be invalid, illegal or unenforceable in any jurisdiction, the validity, legality
and enforceability of the remaining provisions or obligations in or under this
Agreement, or of such provision or obligation in any other jurisdiction, shall
not in any way be affected or impaired thereby.

         (k) The parties hereto agree that in the event of any conflict between
any provisions in this Agreement and any provision in any Financing Agreement,
this Agreement shall govern for so long as this Agreement is in full force and
effect. Notwithstanding any provision contained in any Financing Agreement to
the contrary, Hagerstown Proceeds other than the Hagerstown Excess shall be used
to satisfy the Synthetic Lease Obligations.

         (l) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED ELSEWHERE
HEREIN, ONE SENIOR NOTEHOLDER, JEFFREY BENJAMIN, HAS NOT CONSENTED TO THIS
AMENDMENT AND RESTATEMENT OF THE ORIGINAL INTERCREDITOR AGREEMENT, AND
THEREFORE, SOLELY FOR THE PURPOSES OF DISTRIBUTIONS OF PROCEEDS AND AMOUNTS TO
BE PAID TO JEFFREY BENJAMIN OR HIS SUCCESSORS, ASSIGNS AND TRANSFEREES, THE
PERCENTAGE OF THE PAYMENTS, DISTRIBUTIONS AND PROCEEDS THAT HE RECEIVES UNDER
THIS AGREEMENT SHALL NOT IN ANY EVENT BE LESS THAN THAT WHICH HE WAS ENTITLED TO
RECEIVE UNDER THE ORIGINAL INTERCREDITOR AGREEMENT AND THE INCLUSION OF HIS
SENIOR NOTE OBLIGATIONS IN THE DEFINITION OF "FIRST TIER BENEFITED OBLIGATIONS"
AS DEFINED IN THE ORIGINAL INTERCREDITOR AGREEMENT SHALL CONTINUE UNCHANGED.
NOTWITHSTANDING THE FOREGOING, THIS AGREEMENT SHALL BE FULLY ENFORCEABLE AS
BETWEEN THE BENEFITED PARTIES SIGNATORIES HERETO, THEIR SUCCESSORS, ASSIGNS AND
TRANSFEREES. EACH OF THE BENEFITED PARTIES EXECUTING THIS AGREEMENT HEREBY
RELEASES EACH OF THE OTHER BENEFITED PARTIES EXECUTING THIS AGREEMENT FROM ANY
AND ALL CLAIMS ARISING FROM ANY PURPORTED INVALIDITY OF THIS AMENDMENT AND
RESTATEMENT OF THE ORIGINAL INTERCREDITOR AGREEMENT DUE TO THE LACK OF JEFFREY
BENJAMIN'S CONSENT AND SIGNATURE HERETO. IF JEFFREY BENJAMIN, HIS SUCCESSORS,
ASSIGNS OR TRANSFEREES SHOULD SUE AND RECOVER FUNDS ON BEHALF OF ANY BENEFITED
PARTY EXECUTING THIS AGREEMENT, SUCH BENEFITED PARTY SHALL IMMEDIATELY DELIVER
THE EXCESS OF ANY SUCH FUNDS RECOVERED OVER THE AMOUNT PAYABLE TO SUCH BENEFITED
PARTY UNDER THIS AGREEMENT TO THE COLLATERAL AGENT FOR THE BENEFIT OF THE OTHER
BENEFITED PARTIES WHO PAID SUCH FUNDS TO JEFFREY BENJAMIN, HIS SUCCESSORS,
ASSIGNS OR TRANSFEREES.

                         [Signatures begin on next page]


                                     Page 29             Intercreditor Agreement
<PAGE>
         IN WITNESS WHEREOF, the undersigned have caused this Agreement to be
duly executed and delivered by their respective officers thereunto duly
authorized as of the date first above written.

                                     BANK OF AMERICA, N.A., as Collateral Agent


                                     By:    /s/ DAVID JOHANSON
                                        ---------------------------------------
                                     Title: Vice President

                                     231 South LaSalle Street, 8th floor
                                     Chicago, Illinois 60697
                                     Attention: David Johanson
                                     Telephone: 312-828-7933
                                     Facsimile: 312-974-9102


                                     BANK OF AMERICA, N.A., as Agent


                                     By:     /s/ RONALD PRINCE
                                        ---------------------------------------
                                     Title: Senior Vice President

                                     231 South LaSalle Street, 8th floor
                                     Chicago, Illinois 60697
                                     Attention: Ronald Prince
                                     Telephone: 312-828-1500
                                     Facsimile: 312-987-0234



                                     BANK OF AMERICA, N.A., as a Lender


                                     By:     /s/ RONALD PRINCE
                                        ---------------------------------------
                                     Title: Senior Vice President

                                     231 South LaSalle Street, 8th floor
                                     Chicago, Illinois 60697
                                     Attention: Ronald Prince
                                     Telephone: 312-828-1500
                                     Facsimile: 312-987-0234
<PAGE>
                                     BANK OF MONTREAL, as Co-Agent and as a
                                     Lender


                                     By:     /s/ HEATHER L. TURF
                                        ---------------------------------------
                                     Title:  Director



                                     BANK ONE, NA (Main Office Chicago), as
                                     Co-Agent and as a Lender


                                     By:     /s/ RICHARD BABCOCK
                                        ---------------------------------------
                                     Title: First Vice President



                                     PNC BANK, NATIONAL ASSOCIATION, as
                                     Co-Agent and as a Lender


                                     By:     /s/ J. WILLIAM BREHM
                                        ---------------------------------------
                                     Title:  Vice President



                                     WACHOVIA BANK, N.A., as Co-Agent and as a
                                     Lender


                                     By:     /s/ JAMES BARWIS
                                        ---------------------------------------
                                     Title:  Director



                                     THE NORTHERN TRUST COMPANY, as a
                                     Lender


                                     By:     /s/ OLGA GEORGIEV
                                        ---------------------------------------
                                     Title: Vice President


                                       Signature Page to Intercreditor Agreement

                                       31
<PAGE>
                                     ABN AMRO BANK N.V., as a Lender


                                     By:     /s/ WILLIAM J. TERESKY, JR.
                                        ---------------------------------------
                                     Title: Group Vice President



                                     By:     /s/ NEIL J. BIVONA
                                        ---------------------------------------
                                     Title: Group Vice President



                                     NATIONAL CONSUMER COOPERATIVE BANK, as a
                                     Lender


                                     By:     /s/ MARK W. HILITZ
                                        ---------------------------------------
                                     Title: Managing Director



                                     UMB BANK, N.A., as a Lender


                                     By:     /s/ TERRY DIERKS
                                        ---------------------------------------
                                     Title: Senior Vice President



                                     BANK OF AMERICA, N.A., as Cash Management
                                       Bank


                                     By:     /s/ RONALD PRINCE
                                        ---------------------------------------
                                     Title: Senior Vice President

                                     231 South LaSalle Street, 8th floor
                                     Chicago, Illinois 60697
                                     Attention: Ronald Prince
                                     Telephone: 312-828-1500
                                     Facsimile: 312-987-0234


                                       Signature Page to Intercreditor Agreement

                                       32
<PAGE>
                                     BANK OF MONTREAL, as a Synthetic Lease
                                     Lender


                                     By:     /s/ HEATHER L. TURF
                                        ---------------------------------------
                                     Title:     Director

                                     115 South LaSalle Street
                                     Chicago, Illinois 60603
                                     Attention: Jack Kane
                                     Telephone: (312) 750-5900
                                     Facsimile: (312) 750-6057

                                     TRUSERV 1998 TRUST, as a Synthetic Lease
                                     Lender

                                     By:  Wilmington Trust Company, not in its
                                          individual capacity but solely as
                                          Owner Trustee


                                     By:     /s/ C. PAGLIA
                                        ---------------------------------------
                                     Title:    Senior Financial Services Officer

                                     c/o Wilmington Trust Company
                                     1100 North Market Street
                                     Wilmington, Delaware 19890-0001
                                     Attention: Corporate Trust Administration
                                     Telephone: (302) 651-1000
                                     Facsimile: (302) 651-8882

                                     WILMINGTON TRUST COMPANY, as a Synthetic
                                     Lease Lender


                                     By:     /s/ C. PAGLIA
                                        ---------------------------------------
                                     Title:   Senior Financial Services Officer

                                     1100 North Market Street
                                     Wilmington, Delaware 19890-0001
                                     Attention: Corporate Trust Administration
                                     Telephone: (302) 651-1000
                                     Facsimile: (302) 651-8882


                                       Signature Page to Intercreditor Agreement

                                       33
<PAGE>
                                     BMO GLOBAL CAPITAL SOLUTIONS, as a
                                     Synthetic Lease Lender


                                     By:      /s/ MICHAEL JOYCE
                                        ---------------------------------------
                                     Title:    President

                                     115 South LaSalle Street
                                     Chicago, Illinois 60603
                                     Attention: Jack Kane
                                     Telephone: (312) 750-5900
                                     Facsimile: (312) 750-6057

                                     THE PRUDENTIAL INSURANCE COMPANY OF
                                     AMERICA, as a Shelf Noteholder


                                     By:    /s/ THOMAS E. LUTHER
                                        ---------------------------------------
                                     Title:  Vice President

                                     c/ Prudential Capital Group
                                     Corporate and Project Workouts
                                     7th Floor, Gateway Center 4
                                     100 Mulberry Street
                                     Newark, New Jersey 07102
                                     Attention: Managing Director
                                     Facsimile: (973) 802-2333


                                     PRUCO LIFE INSURANCE COMPANY, as a Shelf
                                     Noteholder


                                     By:    /s/ THOMAS E. LUTHER
                                        ---------------------------------------
                                     Title:  Vice President

                                     c/o Prudential Capital Group
                                     Corporate and Project Workouts
                                     7th Floor, Gateway Center 4
                                     100 Mulberry Street
                                     Newark, New Jersey 07102
                                     Attention: Managing Director
                                     Facsimile: (973) 802-2333


                                       Signature Page to Intercreditor Agreement

                                       34
<PAGE>
                                     U.S. PRIVATE PLACEMENT FUND, as a Shelf
                                     Noteholder


                                     By:  Prudential Private Placement
                                          Investors, L.P., Investment Advisor

                                          By:  Prudential Private Placement
                                               Investors, Inc., its General
                                               Partner
                                               By:    /s/ THOMAS E. LUTHER
                                                  -----------------------------
                                               Title:    Vice President


                                     c/o Prudential Capital Group
                                     Corporate and Project Workouts
                                     7th Floor, Gateway Center 4
                                     100 Mulberry Street
                                     Newark, New Jersey 07102
                                     Attention: Managing Director
                                     Facsimile: (973) 802-2333


                                     ALLSTATE LIFE INSURANCE COMPANY, as a
                                     Senior Noteholder


                                     By:     /s/ ROBERT BODETT
                                        ---------------------------------------
                                     Title: Senior Portfolio Manager


                                     By:    /s/ RONALD MENDEL
                                        ---------------------------------------
                                     Title: Managing Director

                                     3075 Sanders Road, Suite G5D
                                     Northbrook, IL 60062-7127
                                     Attention: Investment Operations -
                                                Private Placements
                                     Telephone: 847-402-4342
                                     Facsimile: 847-402-3092


                                       Signature Page to Intercreditor Agreement

                                       35
<PAGE>
                                     ALLSTATE INSURANCE COMPANY, as a Senior
                                     Noteholder


                                     By:     /s/ ROBERT BODETT
                                        ---------------------------------------
                                     Title: Senior Portfolio Manager


                                     By:    /s/ RONALD MENDEL
                                        ---------------------------------------
                                     Title: Managing Director

                                     3075 Sanders Road, Suite G5D
                                     Northbrook, IL 60062-7127
                                     Attention: Investment Operations -
                                                Private Placements
                                     Telephone: 847-402-4342
                                     Facsimile: 847-402-3092



                                     AID ASSOCIATION FOR LUTHERANS, as a
                                     Senior Noteholder


                                     By:     /s/ R. JERRY SCHEEL
                                        ---------------------------------------
                                     Title: Second Vice President-Securities


                                     By:     /s/ GREG ANDERSON
                                        ---------------------------------------
                                     Title: Portfolio Manager

                                     222 West College Avenue
                                     Appleton, WI 54919-0001
                                     Attention: Investment Department
                                     Telephone: 920-730-3764
                                     Facsimile: 920-730-3752


                                       Signature Page to Intercreditor Agreement

                                       36
<PAGE>
                                     KEYPORT LIFE INSURANCE COMPANY, as a
                                     Senior Noteholder
                                     By:  Stein Roe & Farnham Incorporated, as
                                          Agent


                                          By:       /s/ RICHARD A. HEGWOOD
                                             ----------------------------------
                                          Title: Senior Vice President

                                     c/o Stein Roe & Farnham Incorporated
                                     1 South Wacker Drive
                                     Chicago, IL 60606
                                     Attention: Robert Summers
                                     Telephone: 312-368-7700 x8033
                                     Facsimile: 312-368-8100


                                     NATIONWIDE LIFE INSURANCE COMPANY, as a
                                     Senior Noteholder


                                     By:      /s/ MARK W. POEPPELMAN
                                          -------------------------------------
                                     Title: Associate Vice President

                                     One Nationwide Plaza
                                     Columbus, OH 43215
                                     Attention: Investment Accounting
                                     Telephone: 614-249-9212
                                     Facsimile: 614-249-4157


                                     FEDERATED MUTUAL INSURANCE COMPANY, as a
                                     Senior Noteholder


                                     By:      /s/ MARK A. HOOD
                                        ---------------------------------------
                                     Title: Vice President

                                     121 East Park Square
                                     Owatonna, Minnesota 55060
                                     Attention: Mark Hood
                                     Telephone: 507-455-8460
                                     Facsimile: 507-444-6691


                                       Signature Page to Intercreditor Agreement

                                       37




<PAGE>
                          FEDERATED LIFE INSURANCE COMPANY, as a
                          Senior Noteholder


                          By:      /s/ MARK A. HOOD
                               -------------------------------------------------
                          Title: Vice President

                          121 East Park Square
                          Owatonna, Minnesota 55060
                          Attention: Mark Hood
                          Telephone: 507-455-8460
                          Facsimile: 507-444-6691


                          MODERN WOODMEN OF AMERICA, as a Senior
                          Noteholder


                          By:       /s/ GREG E. STOEFEN
                               -------------------------------------------------
                          Title: Director, Treasurer and Investment Manager

                          1701 First Avenue
                          Rock Island, IL 61201
                          Attention: Investment Department
                          Telephone: 309-793-5567
                          Facsimile: 309-793-5574



                          AMERITAS LIFE INSURANCE CORP., as a Senior Noteholder


                          By:  Ameritas Investment Advisors, Inc., as Agent


                                      By:        /s/ ANDREW S. WHITE
                                             ----------------------------------
                                      Title: Vice President

                          5900 "O" Street
                          Lincoln, NE 68510-2234
                          Attention: Pat Henry
                          Telephone: 402-467-6973
                          Facsimile: 402-467-6970


                                   Signature Page to Intercreditor Agreement


                                   38
<PAGE>
                          NATIONAL GUARDIAN LIFE INSURANCE
                          COMPANY, as a Senior Noteholder

                          By:      /s/ R.A. MUCCI
                               -------------------------------------------------
                          Title: Vice President and Treasurer

                          2 East Gilman Street
                          Madison, WI 53703
                          Attention: Investment Department
                          Telephone: 608-257-5612 x5258
                          Facsimile: 608-257-4282



                          FOOTHILL PARTNERS IV, L.P., as a Senior Noteholder


                          By:      /s/ R. MICHAEL BOHANNON
                               -------------------------------------------------
                          Title: Managing Member

                          Address:
                                    --------------------------------------------


                          Attention:
                                    --------------------------------------------
                          Telephone:
                                    --------------------------------------------
                          Facsimile:
                                    --------------------------------------------



                          EVEREST CAPITAL SENIOR DEBT FUND, as a Senior
                          Noteholder


                          By:      /s/ PETER JINKS
                              --------------------------------------
                          Title: Chief Financial Officer

                          By:     /s/ ERIC GRAHAM
                               -------------------------
                          Title: Vice President

                          Address:
                                    --------------------------------------------


                          Attention:
                                    --------------------------------------------
                          Telephone:
                                    --------------------------------------------
                          Facsimile:
                                    --------------------------------------------


                                   Signature Page to Intercreditor Agreement


                                       39
<PAGE>
                          ABRAMS CAPITAL, LLC, as a Senior Noteholder


                          By:      /s/ DAVID ABRAMS
                                ------------------------------
                          Title: Managing Member

                          Address:
                                    --------------------------------------------


                          Attention:
                                    --------------------------------------------
                          Telephone:
                                    --------------------------------------------
                          Facsimile:
                                    --------------------------------------------


                          U.S. BANCORP LIBRA, a division of U.S. BANCORP
                          INVESTMENTS, INC., as a Senior Noteholder


                          By:      /s/ ROBERT A. KRUEGER
                                ------------------------------------
                          Title: Vice President

                          Address:
                                    --------------------------------------------


                          Attention:
                                    --------------------------------------------
                          Telephone:
                                    --------------------------------------------
                          Facsimile:
                                    --------------------------------------------




                          RAVICH REVOCABLE TRUST OF 1989, as a Senior Noteholder


                          By:       /s/ JESS RAVICH
                                ------------------------------
                          Title:  Trustee

                          Address:
                                    --------------------------------------------


                          Attention:
                                    --------------------------------------------
                          Telephone:
                                    --------------------------------------------
                          Facsimile:
                                    --------------------------------------------


                                   Signature Page to Intercreditor Agreement


                                       40
<PAGE>
                          JEFFREY D. BENJAMIN, as a Senior Noteholder


                          By:
                                    --------------------------------------------

                          Title:
                                    --------------------------------------------

                          Address:
                                    --------------------------------------------


                          Attention:
                                    --------------------------------------------
                          Telephone:
                                    --------------------------------------------
                          Facsimile:
                                    --------------------------------------------


                                   Signature Page to Intercreditor Agreement


                                       41
<PAGE>
                          TRUSERV CORPORATION


                          By:    /s/ BARBARA L. WAGNER
                                 -----------------------------------------------
                          Name: Barbara L.Wagner
                          Title: Vice President

                          GENERAL PAINT & MANUFACTURING COMPANY


                          By:    /s/ BARBARA L. WAGNER
                                 -----------------------------------------------
                          Name:  Barbara L.Wagner
                          Title: Vice President

                          TRUSERV ACCEPTANCE COMPANY


                          By:    /s/ BARBARA L. WAGNER
                                 -----------------------------------------------
                          Name:  Barbara L.Wagner
                          Title: Vice President

                          TRUSERV LOGISTICS COMPANY


                          By:    /s/ BARBARA L. WAGNER
                                 -----------------------------------------------
                          Name:  Barbara L.Wagner
                          Title: Vice President

                          MARYGREEN, LLC


                          By:    /s/ BARBARA L. WAGNER
                                 -----------------------------------------------
                          Name:  Barbara L.Wagner
                          Title: Vice President

                          TRUE VALUE.COM CORPORATION


                          By:    /s/ BARBARA L. WAGNER
                                 -----------------------------------------------
                          Name:  Barbara L.Wagner
                          Title: Vice President
<PAGE>
                                                                     EXHIBIT A-1


                  [FORM OF PRUDENTIAL MAKE-WHOLE ORIGINAL NOTE]

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THE SALE OR
TRANSFER OF THIS NOTE IS SUBJECT TO CERTAIN RESTRICTIONS CONTAINED IN PARAGRAPH
9G OF THE [AMENDED AND RESTATED PRIVATE SHELF AGREEMENT DATED AS OF NOVEMBER 13,
1997] [NOTE AGREEMENT DATED AS OF APRIL 13, 1992] BETWEEN TRUSERV CORPORATION
AND THE PRUDENTIAL INSURANCE COMPANY OF AMERICA.

                               TRUSERV CORPORATION

                            MAKE-WHOLE ORIGINAL NOTE


NOTE NO. ________

MAKE-WHOLE ORIGINAL PRINCIPAL AMOUNT: $_________

ISSUE DATE: _____________

INTEREST RATE:    The Interest Rate for any day, shall be a per annum rate
                  equal to (x) the rate of interest in effect for such day as
                  publicly announced from time to time by Bank of America, N.A.
                  as its "prime rate" plus (y) 5%.

INTEREST PAYMENT DATES: last Business Day of each calendar quarter

FINAL MATURITY DATE: [07/01/12] [11/13/07] [11/13/02] [04/01/07]


      FOR VALUE RECEIVED, the undersigned, TruServ Corporation (herein called
the "Company" and formerly known as Cotter & Company), a corporation organized
and existing under the laws of the State of Delaware, hereby promises to pay to
____________________________________, or registered assigns, the principal sum
of _______________________ DOLLARS in cash on the Final Maturity Date specified
above with interest (computed on the basis of a 360-day year--30-day month) (a)
on the unpaid balance thereof at the Interest Rate per annum specified above,
payable in cash on each Interest Payment Date specified above and on the Final
Maturity Date specified above, commencing with the Interest Payment Date next
succeeding the date hereof, until the principal hereof shall have become due and
payable, and (b) on any overdue payment (including any overdue prepayment) of
principal, and any overdue payment of interest, payable on each Interest Payment
Date as aforesaid (or, at the option of the registered holder hereof, on
demand), at a rate per annum from time to time equal to 2% over the Interest
Rate specified above.

      Payments of principal and interest are to be made at the main office of
Bank of New York in New York City or at such other place as the holder hereof
shall designate to the Company in writing, in lawful money of the United States
of America.

      This Note is issued in connection with a series of Senior Notes (herein
called the "Senior Notes") issued pursuant to [an Amended and Restated Private
Shelf Agreement, dated as of November 13, 1997] [Note Agreement dated as of
April 13, 1992] (as amended, the "Shelf


                                     A-1-2
<PAGE>
Agreement"), between the Company, on the one hand, and The Prudential Insurance
Company of America and each Prudential Affiliate (as defined in the Shelf
Agreement) which becomes party thereto, on the other hand, and is entitled to
the benefits thereof. The principal of this Note represents that portion of the
Yield Maintenance Amount due in respect of the [TruServ Series] [Cotter &
Company] Note due [07/01/12] [11/13/07] [11/13/02] [04/01/07] which has been
calculated as the Make-Whole Original Amount under the Intercreditor Agreement.
This Note is entitled to all the benefits of a Benefited Party (as defined in
the Intercreditor Agreement) under the Guaranty and the Collateral Documents.

      This Note is a registered Note and, as provided in the Shelf Agreement,
upon surrender of this Note for registration of transfer, duly endorsed, or
accompanied by a written instrument of transfer duly executed, by the registered
holder hereof or such holder's attorney duly authorized in writing, a new Note
for the then outstanding principal amount will be issued to, and registered in
the name of, the transferee. Prior to due presentment for registration of
transfer, the Company may treat the person in whose name this Note is registered
as the owner hereof for the purpose of receiving payment and for all other
purposes, and the Company shall not be affected by any notice to the contrary.

      In case an Event of Default shall occur and be continuing, the principal
of this Note and all accrued interest thereon may be declared or otherwise
become due and payable in the manner and with the effect provided in the
Agreement. Notwithstanding anything contained elsewhere herein or in the Shelf
Agreement, this Note is due and payable in full in cash upon the occurrence of a
"Final True Up Event" as defined in the Intercreditor Agreement.

      Capitalized terms used and not otherwise defined herein shall have the
meanings (if any) provided in the Shelf Agreement.

      This Note is intended to be performed in the State of Illinois and shall
be construed and enforced in accordance with the internal laws and decisions (as
opposed to the conflicts of law provisions) of such State.


                              TRUSERV CORPORATION


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


                                     A-1-3
<PAGE>
                                                                     EXHIBIT A-2


                    [FORM OF SENIOR MAKE-WHOLE ORIGINAL NOTE]

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THE SALE OR
TRANSFER OF THIS NOTE IS SUBJECT TO CERTAIN RESTRICTIONS CONTAINED IN PARAGRAPH
9A OF THE AMENDED AND RESTATED NOTE PURCHASE AGREEMENT DATED AS OF APRIL 14,
2000 BETWEEN TRUSERV CORPORATION AND THE PURCHASERS SET FORTH ON SCHEDULE 1
THERETO, AS AMENDED FROM TIME TO TIME.

                               TRUSERV CORPORATION

                            MAKE-WHOLE ORIGINAL NOTE

PPN: ______________

NOTE NO. ________

MAKE-WHOLE ORIGINAL PRINCIPAL AMOUNT: $_________

ISSUE DATE: _____________

INTEREST RATE:    The Interest Rate for any day, shall be a per annum rate
                  equal to (x) the rate of interest in effect for such day as
                  publicly announced from time to time by Bank of America, N.A.
                  as its "prime rate" plus (y) 5%.

INTEREST PAYMENT DATES: January 1, April 1, July 1 and December 1

FINAL MATURITY DATE: July 1, 2008


      FOR VALUE RECEIVED, the undersigned, TruServ Corporation (herein called
the "Company" and formerly known as Cotter & Company), a corporation organized
and existing under the laws of the State of Delaware, hereby promises to pay to
____________________________________, or registered assigns, the principal sum
of _______________________ DOLLARS in cash on the Final Maturity Date specified
above with interest (computed on the basis of a 360-day year--30-day month) (a)
on the unpaid balance thereof at the Interest Rate per annum specified above,
payable in cash on each Interest Payment Date specified above and on the Final
Maturity Date specified above, commencing with the Interest Payment Date next
succeeding the date hereof, until the principal hereof shall have become due and
payable, and (b) on any overdue payment (including any overdue prepayment) of
principal, and any overdue payment of interest, payable on each Interest Payment
Date as aforesaid (or, at the option of the registered holder hereof, on
demand), at a rate per annum from time to time equal to 2% over the Interest
Rate specified above.

      Payments of principal and interest are to be made at the main office of
UMB, N.A. in Kansas City, Missouri or at such other place as the holder hereof
shall designate to the Company in writing, in lawful money of the United States
of America.

                                     A-2-1
<PAGE>
      This Note is issued in connection with a series of Senior Secured Notes
(herein called the "Senior Notes") issued pursuant to the Amended and Restated
Note Purchase Agreements, dated as of April 14, 2000 (as amended and
collectively, the "Note Agreement"), between the Company, on the one hand, and
the Purchasers set forth on Schedule 1 thereto, as amended from time to time, on
the other hand, and is entitled to the benefits thereof and shall be treated as
a "Note" thereunder.

      The principal of this Note represents that portion of the Make-Whole
Amount due in respect of the Senior Secured Note due 2008 which has been
calculated as the Make-Whole Original Amount under the Intercreditor Agreement.

      This Note is a registered Note and, as provided in the Note Agreement,
upon surrender of this Note for registration of transfer, duly endorsed, or
accompanied by a written instrument of transfer duly executed, by the registered
holder hereof or such holder's attorney duly authorized in writing, a new Note
for the then outstanding principal amount will be issued to, and registered in
the name of, the transferee. Prior to due presentment for registration of
transfer, the Company may treat the person in whose name this Note is registered
as the owner hereof for the purpose of receiving payment and for all other
purposes, and the Company shall not be affected by any notice to the contrary.

      This Note is entitled to all the benefits of a Benefited Party (as defined
in the Intercreditor Agreement) under the Guaranty and the Collateral Documents.

      In case an Event of Default shall occur and be continuing, the principal
of this Note and all accrued interest thereon may be declared or otherwise
become due and payable in the manner and with the effect provided in the Note
Agreement. Notwithstanding anything contained elsewhere herein or in the Note
Agreement, this Note is due and payable in full upon the occurrence of a "Final
True Up Event" as defined in the Intercreditor Agreement.

      Capitalized terms used and not otherwise defined herein shall have the
meanings (if any) provided in the Note Agreement.

      This Note shall be construed and enforced in accordance with, and the
rights of the parties shall be governed by, the law of the State of New York,
excluding choice-of-law principles of the law in such State that would require
the application of the laws of a jurisdiction other than such State.

                              TRUSERV CORPORATION


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


                                     A-2-2
<PAGE>
                                                                     EXHIBIT B-1


                   [FORM OF PRUDENTIAL MAKE-WHOLE DELTA NOTE]

          THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
          1933. THE SALE OR TRANSFER OF THIS NOTE IS SUBJECT TO CERTAIN
           RESTRICTIONS CONTAINED IN PARAGRAPH 9G OF THE [AMENDED AND
            RESTATED PRIVATE SHELF AGREEMENT DATED AS OF NOVEMBER 13,
                1997] [NOTE AGREEMENT DATED AS OF APRIL 13, 1992]
  BETWEEN TRUSERV CORPORATION AND THE PRUDENTIAL INSURANCE COMPANY OF AMERICA.

                               TRUSERV CORPORATION

                              MAKE-WHOLE DELTA NOTE

NOTE NO:. __

MAKE WHOLE DELTA PRINCIPAL AMOUNT: $________________

ISSUE DATE: ________________

INTEREST RATE:    This Make-Whole Delta Note will bear interest at the
                  same rate (inclusive of supplemental rates and fees) as
                  payable under the respective Underlying Note (as defined
                  hereinbelow)

INTEREST PAYMENT DATES:  last Business Day of each calendar quarter

FINAL MATURITY DATE: [07/01/12] [11/03/07] [11/13/02] [04/01/07]

FOR VALUE RECEIVED, the undersigned, TruServ Corporation (herein called the
"Company" and formerly known as Cotter & Company), a corporation organized and
existing under the laws of the State of Delaware, hereby promises to pay to
___________________________________, or registered assigns, the principal sum of
_____________________ DOLLARS in cash on the Final Maturity Date specified above
with interest (computed on the basis of a 360-day year--30-day month) (a) on the
unpaid balance thereof at the Interest Rate per annum specified above, payable:

            (i) until the occurrence of the earliest of an Event of Default, the
Final Maturity Date or a "Final True-Up Event" (as defined in the Intercreditor
Agreement), through the issuance of additional notes ("Additional Securities");
such Additional Securities shall be issued on each Interest Payment Date
specified above in an aggregate principal amount equal to the amount of interest
payable with respect to this Note and such Additional Securities shall be
substantially identical to this Note and

            (ii) in cash on the earliest of an Event of Default, the Final
Maturity Date or a "Final True-Up Event" (as defined in the Intercreditor
Agreement),

            commencing with the Interest Payment Date next succeeding the date
hereof, until the principal hereof shall have become due and payable, and (b) on
any overdue payment (including any overdue prepayment) of principal and any
overdue payment of interest, payable on each Interest Payment Date as aforesaid
(or, at the option of the registered holder hereof, on demand), at a rate per
annum from time to time equal to the greater of (i) 2% over the Interest Rate
specified above or (ii) 2% over the rate of interest publicly announced by Bank
of New York from time to


                                     B-1-1
<PAGE>
time in New York City as its Prime Rate. In case an Event of Default shall occur
and be continuing, the principal of this Note and all accrued interest thereon
may be declared or otherwise become due and payable in the manner and with the
effect provided in the Shelf Agreement.

Payments of principal and interest are to be made at the main office of Bank of
New York in New York City or at such other place as the holder hereof shall
designate to the Company in writing, in lawful money of the United States of
America.

This Note is issued in connection with a series of Senior Notes (herein called
the "Senior Notes") issued pursuant to [an Amended and Restated Private Shelf
Agreement, dated as of November 13, 1997] [Note Agreement dated as of April 13,
1992] (herein called the "Shelf Agreement"), between the Company, on the one
hand, and The Prudential Insurance Company of America and each Prudential
Affiliate (as defined in the Shelf Agreement) which becomes party thereto, on
the other hand, and is entitled to the benefits thereof. The principal of this
Note represents that portion of the Yield Maintenance Amount due in respect of
the [TruServ Series] [Cotter & Company] Note due [7/1/12] [11/13/07] [11/13/02]
[4/1/07] (such Senior Note, the "Underlying Note") which has been calculated as
the Make-Whole Delta Amount under the Intercreditor Agreement and shall include
all interest paid in kind as set forth above. This Note is entitled to all the
benefits of a Benefited Party (as defined in the Intercreditor Agreement) under
the Guaranty and the Collateral Documents.

This Note is a registered Note and, as provided in the Shelf Agreement, upon
surrender of this Note for registration of transfer, duly endorsed, or
accompanied by a written instrument of transfer duly executed, by the registered
holder hereof or such holder's attorney duly authorized in writing, a new Note
for the then outstanding principal amount will be issued to, and registered in
the name of, the transferee. Prior to due presentment for registration of
transfer, the Company may treat the person in whose name this Note is registered
as the owner hereof for the purpose of receiving payment and for all other
purposes, and the Company shall not be affected by any notice to the contrary.

Capitalized terms used and not otherwise defined herein shall have the meanings
(if any) provided in the Shelf Agreement. Notwithstanding anything contained
elsewhere herein or in the Shelf Agreement, this Note is due and payable in full
in cash upon the occurrence of a "Final True Up Event" as defined in the
Intercreditor Agreement

This Note is intended to be performed in the State of Illinois and shall be
construed and enforced in accordance with the internal laws and decisions (as
opposed to the conflicts of law provisions) of such State.

                              TRUSERV CORPORATION


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


                                     B-1-2
<PAGE>
                                                                     EXHIBIT B-2

                     [FORM OF SENIOR MAKE-WHOLE DELTA NOTE]

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THE SALE OR
TRANSFER OF THIS NOTE IS SUBJECT TO CERTAIN RESTRICTIONS CONTAINED IN PARAGRAPH
9A OF THE AMENDED AND RESTATED NOTE PURCHASE AGREEMENT DATED AS OF APRIL 14,
2000 BETWEEN TRUSERV CORPORATION AND THE PURCHASERS SET FORTH ON SCHEDULE 1
THERETO, AS AMENDED FROM TIME TO TIME.

                               TRUSERV CORPORATION

                              MAKE-WHOLE DELTA NOTE

PPN: __________

NOTE NO:. __

MAKE WHOLE DELTA PRINCIPAL AMOUNT: $________________

ISSUE DATE: ________________

INTEREST RATE: This Make-Whole Delta Note will bear interest at the same
               rate (inclusive of supplemental rates and fees) as payable under
               the respective Underlying Note (as defined hereinbelow)

INTEREST PAYMENT DATES: January 1, April 1, July 1 and December 1

FINAL MATURITY DATE: July 1, 2008

      FOR VALUE RECEIVED, the undersigned, TruServ Corporation (herein called
the "Company" and formerly known as Cotter & Company), a corporation organized
and existing under the laws of the State of Delaware, hereby promises to pay to
___________________________________, or registered assigns, the principal sum of
_____________________ DOLLARS in cash on the Final Maturity Date specified above
with interest (computed on the basis of a 360-day year--30-day month) (a) on the
unpaid balance thereof at the Interest Rate per annum specified above, payable
(i) in kind on each Interest Payment Date specified above and (ii) in cash on
the Final Maturity Date specified above, commencing with the Interest Payment
Date next succeeding the date hereof, until the principal hereof shall have
become due and payable, and (b) on any overdue payment (including any overdue
prepayment) of principal and any overdue payment of interest, payable on each
Interest Payment Date as aforesaid (or, at the option of the registered holder
hereof, on demand), at a rate per annum from time to time equal to the greater
of (i) 2% over the Interest Rate specified above or (ii) 2% over the rate of
interest publicly announced by Bank of New York from time to time in New York
City as its Prime Rate.

      Payments of principal and interest are to be made at the main office of
UMB, N.A. in Kansas City, Missouri or at such other place as the holder hereof
shall designate to the Company in writing, in lawful money of the United States
of America.

      Until the occurrence of the earlier of an Event of Default under the Note
Agreement, the Final Maturity Date or the "Final True-Up Event" (as defined in
the Intercreditor Agreement), the Company shall pay any interest on this Note
through the issuance of additional notes
<PAGE>
("Additional Securities"). Such Additional Securities shall be issued in an
aggregate principal amount equal to the amount of interest payable with respect
to this Note and such Additional Securities shall be substantially identical to
this Note.

      This Note is issued in connection with a series of Senior Secured Notes
(herein called the "Senior Notes") issued pursuant to the Amended and Restated
Note Purchase Agreements, dated as of April 14, 2000 (as amended and
collectively, the "Note Agreement"), between the Company, on the one hand, and
the Purchasers set forth on Schedule 1 thereto, as amended from time to time, on
the other hand, and is entitled to the benefits thereof and shall be treated as
a "Note" thereunder.

      The principal of this Note represents that portion of the Make-Whole
Amount due in respect of the Senior Secured Note due 2008 (such Senior Note, the
"Underlying Note") which has been calculated as the Make-Whole Delta Amount
under the Intercreditor Agreement and shall include all interest paid in kind as
set forth above.

      This Note is a registered Note and, as provided in the Note Agreement,
upon surrender of this Note for registration of transfer, duly endorsed, or
accompanied by a written instrument of transfer duly executed, by the registered
holder hereof or such holder's attorney duly authorized in writing, a new Note
for the then outstanding principal amount will be issued to, and registered in
the name of, the transferee. Prior to due presentment for registration of
transfer, the Company may treat the person in whose name this Note is registered
as the owner hereof for the purpose of receiving payment and for all other
purposes, and the Company shall not be affected by any notice to the contrary.

      This Note is entitled to all the benefits of a Benefited Party (as defined
in the Intercreditor Agreement) under the Guaranty and the Collateral Documents.

      In case an Event of Default shall occur and be continuing, the principal
of this Note and any accrued interest thereon may be declared or otherwise
become due and payable in the manner and with the effect provided in the Note
Agreement.

      Capitalized terms used and not otherwise defined herein shall have the
meanings (if any) provided in the Note Agreement. Notwithstanding anything
contained elsewhere herein or in the Note Agreement, this Note is due and
payable in full upon the occurrence of a "Final True Up Event" as defined in the
Intercreditor Agreement.

      This Note shall be construed and enforced in accordance with, and the
rights of the parties shall be governed by, the law of the State of New York,
excluding choice-of-law principles of the law in such State that would require
the application of the laws of a jurisdiction other than such State.

                              TRUSERV CORPORATION

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



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