<PAGE>

                                                                     Exhibit 4.2




                                CREDIT AGREEMENT

                                  by and among

                               PEPSIAMERICAS, INC.
                                       and
                                   DAKBEV, LLC
                                  as Borrowers,

                             BANK OF AMERICA, N.A.,
                     as Administrative Agent and as Lender,

                                       and

                           FIRST UNION NATIONAL BANK,
                                       and
                          NORWEST BANK MINNESOTA, N.A.,
                           as Co-Documentation Agents

                                       and

                   THE LENDERS PARTY HERETO FROM TIME TO TIME
                                October 15, 1999

                         BANC OF AMERICA SECURITIES LLC,
                   as Sole Lead Arranger and Sole Book Manager


<PAGE>

                                TABLE OF CONTENTS

                                                                            Page

                                    ARTICLE I

                              Definitions and Terms

         1.1      Definitions                                                  2
         1.2      Rules of Interpretation                                     29
         1.3      Acquisition Accounting                                      31

                                   ARTICLE II

                              The Credit Facilities

         2.1      Term Loan                                                   32
         2.2      Revolving Loans                                             35
         2.3      Use of Proceeds                                             37
         2.4      Notes                                                       37
         2.5      Swing Line                                                  38
         2.6      Joint and Several Liability, Contribution Rights            39

                                   ARTICLE III

                                Letters of Credit

         3.1      Letters of Credit 41
         3.2      Reimbursement and Participations                            41

                                   ARTICLE IV

                Eurodollar Funding, Fees, and Payment Conventions

         4.1      Interest Rate Options                                       44
         4.2      Conversions and Elections of Subsequent Interest Periods    44
         4.3      Payment of Interest                                         45
         4.4      Prepayments of Eurodollar Rate Loans                        46
         4.5      Manner of Payment                                           46
         4.6      Fees                                                        46
         4.7      Pro Rata Payments                                           47
         4.8      Computation of Rates and Fees                               47
         4.9      Deficiency Advances; Failure to Purchase Participations     47
         4.10     Intraday Funding                                            48


<PAGE>

                                    ARTICLE V

                                    Security

         5.1      Security                                                    50
         5.2      Further Assurances                                          50
         5.3      Information Regarding Collateral                            51

                                   ARTICLE VI

                             Change in Circumstances

         6.1      Increased Cost and Reduced Return                           52
         6.2      Limitation on Types of Loans                                53
         6.3      Illegality                                                  53
         6.4      Treatment of Affected Loans                                 54
         6.5      Compensation                                                54
         6.6      Taxes                                                       55

                                   ARTICLE VII

            Conditions to Making Loans and Issuing Letters of Credit

         7.1      Conditions of Term Loans and Initial Advance                57
         7.2      Conditions of Revolving Loans and Letter of Credit          59

                                  ARTICLE VIII

                         Representations and Warranties

         8.1      Organization and Authority                                  61
         8.2      Loan Documents                                              61
         8.3      Solvency                                                    62
         8.4      Subsidiaries and Stockholders                               62
         8.5      Ownership Interests                                         62
         8.6      Financial Condition                                         62
         8.7      Title to Properties                                         63
         8.8      Taxes                                                       63
         8.9      Other Agreements                                            63
         8.10     Litigation                                                  63
         8.11     Margin Stock                                                63
         8.12     Investment Company                                          64
         8.13     Patents, Etc                                                64
         8.14     No Untrue Statement                                         64
         8.15     No Consents, Etc                                            64
         8.16     Employee Benefit Plans                                      64

                                       ii
<PAGE>

         8.17     No Default                                                  66
         8.18     Environmental Laws                                          66
         8.19     Employment Matters                                          66
         8.20     RICO                                                        66
         8.21     Year 2000 Compliance                                        66

                                   ARTICLE IX

                              Affirmative Covenants

         9.1      Financial Reports, Etc                                      68
         9.2      Maintain Properties                                         69
         9.3      Existence, Qualification, Etc                               69
         9.4      Regulations and Taxes                                       69
         9.5      Insurance                                                   70
         9.6      True Books                                                  70
         9.7      Year 2000 Compliance                                        70
         9.8      Right of Inspection                                         70
         9.9      Observe all Laws                                            70
         9.10     Governmental Licenses                                       70
         9.11     Covenants Extending to Other Persons                        71
         9.12     Officer's Knowledge of Default                              71
         9.13     Suits or Other Proceedings                                  71
         9.14     Notice of Environmental Complaint or Condition              71
         9.15     Environmental Compliance                                    71
         9.16     Indemnification                                             72
         9.17     Further Assurances                                          72
         9.18     Employee Benefit Plans                                      72
         9.19     Continued Operations                                        73
         9.20     New Subsidiaries                                            73

                                    ARTICLE X

                               Negative Covenants

         10.1     Financial Covenants                                         77
         10.2     Capital Expenditures                                        77
         10.3     Liens                                                       77
         10.4     Indebtedness                                                78
         10.5     Transfer of Assets                                          79
         10.6     Investments and Acquisitions                                79
         10.7     Merger or Consolidation                                     80
         10.8     Restricted Payments                                         80
         10.9     Transactions with Affiliates                                80
         10.10    Compliance with ERISA, the Code and Foreign Benefit Laws    81
         10.11    Fiscal Year                                                 81

                                       iii
<PAGE>

         10.12    Dissolution, etc                                            81
         10.13    Change in Control                                           82
         10.14    Rate Hedging Obligations                                    82
         10.15    Negative Pledge Clauses                                     82
         10.16    Prepayments, Etc. of Indebtedness                           82

                                   ARTICLE XI

                       Events of Default and Acceleration

         11.1     Events of Default                                           83
         11.2     Administrative Agent to Act                                 86
         11.3     Cumulative Rights                                           86
         11.4     No Waiver                                                   86
         11.5     Allocation of Proceeds                                      86

                                   ARTICLE XII

                            The Administrative Agent

         12.1     Appointment, Powers, and Immunities                         88
         12.2     Reliance by Administrative Agent                            88
         12.3     Defaults                                                    89
         12.4     Rights as Lender                                            89
         12.5     Indemnification                                             89
         12.6     Non-Reliance on Administrative Agent and Other Lenders      90
         12.7     Resignation of Administrative Agent                         90

                                  ARTICLE XIII

                                  Miscellaneous

         13.1     Assignments and Participations                              91
         13.2     Notices                                                     92
         13.3     Right of Set-off; Adjustments                               93
         13.4     Survival                                                    94
         13.5     Expenses                                                    94
         13.6     Amendments and Waivers                                      94
         13.7     Counterparts; Facsimile Signatures                          95
         13.8     Termination                                                 95
         13.9     Indemnification; Limitation of Liability                    96
         13.10    Severability                                                96
         13.11    Entire Agreement                                            97
         13.12    Agreement Controls                                          97
         13.13    Usury Savings Clause                                        97
         13.14    Payments                                                    97

                                       iv
<PAGE>

         13.15    Confidentiality                                             98
         13.16    Governing Law; Waiver of Jury Trial                         98

EXHIBIT A         Applicable Commitment Percentages                          A-1
EXHIBIT B         Form of Assignment and Acceptance                          B-1
EXHIBIT C         Notice of Appointment (or Revocation) of Authorized
                    Representative                                           C-1
EXHIBIT D-1       Form of Borrowing Notice                                 D-1-1
EXHIBIT D-2       Form of Borrowing Notice--Swing Line Loans               D-2-1
EXHIBIT E         Form of Interest Rate Selection Notice                     E-1
EXHIBIT F-1       Form of Revolving Note                                   F-1-1
EXHIBIT F-2       Form of Term A Note                                      F-2-1
EXHIBIT F-3       Form of Term B Note                                      F-3-1
EXHIBIT F-4       Form of Swing Line Note                                  F-4-1
EXHIBIT G         Form of Opinion of Borrowers' Counsel                      G-1
EXHIBIT H         Compliance Certificate                                     H-1
EXHIBIT I         Form of Facility Guaranty                                  I-1
EXHIBIT J         Form of Security Agreement                                 J-1
EXHIBIT K         Form of Pledge Agreement                                   K-1


                                       v

<PAGE>

                                CREDIT AGREEMENT

     THIS CREDIT AGREEMENT,  dated as of October 15, 1999 (the "Agreement"),  is
made by and  among  PEPSIAMERICAS,  INC.,  a  Delaware  corporation  having  its
principal  place of business in Toa Baja,  Puerto Rico (the  "Parent"),  DAKBEV,
LLC, a limited liability company organized under the laws of Delaware having its
principal  place of business in  Minneapolis,  Minnesota  ("DakBev" and together
with the Parent,  collectively the "Borrowers" and individually,  a "Borrower"),
BANK OF AMERICA,  N.A., a national  banking  association  organized and existing
under the laws of the  United  States,  in its  capacity  as a Lender  ("Bank of
America"),  and each other  financial  institution  executing  and  delivering a
signature page hereto and each other financial  institution  which may hereafter
execute and deliver an instrument of assignment  with respect to this  Agreement
pursuant  to  Section  13.1  (hereinafter  such  financial  institutions  may be
referred to individually  as a "Lender" or  collectively as the "Lenders"),  and
BANK OF AMERICA,  N.A., a national  banking  association  organized and existing
under the laws of the United States, in its capacity as administrative agent for
the Lenders (in such capacity,  and together with any successor  agent appointed
in accordance with the terms of Section 12.7, the "Administrative Agent");

                              W I T N E S S E T H:

     WHEREAS,  the Borrowers  have  requested that the Lenders make available to
the Borrowers Term Loan facilities in the principal  amount of $95,000,000,  the
proceeds of which are to be used to repay and  refinance  existing  indebtedness
and a revolving credit facility of up to $90,000,000,  the proceeds of which are
to be used to fund a portion  of the cost and the  expenses  of the  Acquisition
Transaction,  for Permitted  Acquisitions and for general corporate purposes and
which  shall  include a letter of credit  facility of up to  $2,500,000  for the
issuance  of  standby  letters  of credit  and a swing  line  facility  of up to
$5,000,000; and

     WHEREAS, the Lenders are willing to make such Term Loans,  revolving credit
and letter of credit  facilities  available to the Borrowers  upon the terms and
conditions set forth herein;

     NOW,  THEREFORE,  the Borrowers,  the Lenders and the Administrative  Agent
hereby agree as follows:

                                       1
<PAGE>

                                    ARTICLE I

                             Definitions and Terms

     1.1  Definitions.  For the purposes of this  Agreement,  in addition to the
definitions  set forth  above,  the  following  terms shall have the  respective
meanings set forth below:

                  "Acquisition"  means  the  acquisition  of  (i) a  controlling
         equity interest in another Person (including the purchase of an option,
         warrant or  convertible  or similar  type  security  to acquire  such a
         controlling  interest at the time it becomes  exercisable by the holder
         thereof),  whether by purchase of such equity interest or upon exercise
         of an option or warrant for, or  conversion of  securities  into,  such
         equity interest,  or (ii) assets of another Person which constitute all
         or any material part of the assets of such Person or of a line or lines
         of business conducted by such Person.

                  "Acquisition  Transaction"  means the  series of  transactions
         provided  for in the  Transaction  Documents  whereby  DakBev and Delta
         become  Subsidiaries  of the Parent  substantially  as described in the
         Proxy Statement.

                  "Advance"  means any of (i) the borrowing  under the Term Loan
         Facilities  or (ii) a borrowing  under the  Revolving  Credit  Facility
         consisting of a Base Rate Loan or a Eurodollar Rate Loan.

                  "Affiliate"  means any Person (i) which directly or indirectly
         through one or more intermediaries controls, or is controlled by, or is
         under common control with the Parent;  or (ii) which  beneficially owns
         or holds 5% or more of any class of the outstanding voting stock (or in
         the case of a  Person  which  is not a  corporation,  5% or more of the
         equity  interest)  of the  Parent;  or 5% or more of any  class  of the
         outstanding  voting  stock  (or in the case of a Person  which is not a
         corporation,   5%  or  more  of  the  equity   interest)  of  which  is
         beneficially  owned or held by the Parent. The term "control" means the
         possession, directly or indirectly, of the power to direct or cause the
         direction of the management and policies of a Person,  whether  through
         ownership of voting stock, by contract or otherwise.

                  "Applicable  Commitment  Fee" means that percent per annum set
         forth  on  the  Pricing   Grid  which  shall  be  based  upon  (i)  the
         Consolidated  Leverage  Ratio or (ii)  after the  Closing  Date and the
         making of a Rating  Election  the  Rating,  as  determined  pursuant to
         Section 4.3(b).

                  "Applicable  Commitment  Percentage" means, for each Lender at
         any time, a fraction, (i) with respect to the Revolving Credit Facility
         and the Letter of Credit  Facility the numerator of which shall be such
         Lender's Revolving Credit Commitment and the denominator of which shall
         be the Total  Revolving  Credit  Commitment,  and (ii), with respect to
         each of the Term Loan  Facility A and Term Loan Facility B, as the case
         may be,  the  numerator  of which  shall be such  Lender's  Term Loan A
         Commitment  or  Term  Loan  B  Commitment,   as  applicable,   and  the
         denominator  shall be the Total  Term Loan A  Commitment  or Total Term
         Loan  B  Commitment,   as  applicable,   which  Applicable   Commitment
         Percentage  in each case for each Lender as of the  Closing  Date is as
         set  forth  in  Exhibit  A;  provided  that the  Applicable  Commitment
         Percentage  of each Lender  shall be  increased or decreased to reflect
         any  assignments  to or by such  Lender  effected  in  accordance  with
         Section 13.1.

                                       2
<PAGE>

                  "Applicable  Lending  Office"  means,  for each Lender and for
         each  Type of Loan,  the  "Lending  Office"  of such  Lender  (or of an
         affiliate  of such  Lender)  designated  for  such  Type of Loan on the
         signature  pages  hereof or such  other  office of such  Lender  (or an
         affiliate  of such Lender) as such Lender may from time to time specify
         to the  Administrative  Agent and the  Borrowers  by written  notice in
         accordance  with the terms  hereof as the  office by which its Loans of
         such Type are to be made and maintained.

                  "Applicable  Margin"  means  for each  Loan of each  Type that
         percent  per annum set forth on the Pricing  Grid under the  applicable
         heading  for such Loan of such Type  which  shall be based upon (i) the
         Consolidated  Leverage Ratio for the Four-Quarter  Period most recently
         ended  or (ii)  after  the  Closing  Date  and the  making  of a Rating
         Election the Rating, as determined pursuant to Section 4.3(b).

                  "Applications  and  Agreements  for Letters of Credit"  means,
         collectively, the Applications and Agreements for Letters of Credit, or
         similar documentation,  executed by the Borrowers from time to time and
         delivered  to the Issuing  Bank to support  the  issuance of Letters of
         Credit.

                  "Approved  Fund"  means,  with respect to any Lender that is a
         fund that invests in commercial  loans,  any other fund that invests in
         commercial  loans,  and is  managed  by  either  or  both  of the  same
         investment advisor as such Lender or by an affiliate of such investment
         advisor.

                  "Approved  Stock Option Plan" means (a) each stock option plan
         (whether   relating  to  employees  or  directors)  or  agreement  more
         particularly  described  on Schedule  1.1(a) and (b) any  executive  or
         employee stock option or incentive plan hereafter  adopted by the board
         of directors of the Parent.

                  "Asset Disposition" means any voluntary  disposition,  whether
         by sale,  lease or transfer,  of (a) any of the assets,  excluding cash
         and cash  equivalents  and  inventory  sold in the  ordinary  course of
         business, of the Parent or its Restricted Subsidiaries,  and (b) any of
         the  capital  stock,   or  securities  or   investments   exchangeable,
         exercisable  or  convertible  for or into,  or otherwise  entitling the
         holder to receive any of the Subsidiary  Securities,  of any Restricted
         Subsidiary   (other  than  a  disposition  to  either   Borrower  or  a
         Guarantor);  excluding,  however, (i) any brand related assets acquired
         in the Jamaica  Transaction  which are sold within  thirty (30) days of
         the date of the  Jamaica  Transaction  and (ii) all or a portion of any
         brand  related  assets  which are  acquired in a Permitted  Acquisition
         which are sold within thirty (30) days of such  Acquisition  so long as
         the  proceeds  from  the  sale of such  assets  are  paid  directly  or
         indirectly to the Borrower or a Restricted  Subsidiary  and are used to
         repay outstanding Revolving Loans.

                                       3
<PAGE>

                  "Assignment  and  Acceptance"  shall  mean an  Assignment  and
         Acceptance in the form of Exhibit B (with blanks  appropriately  filled
         in)  delivered  to the  Administrative  Agent  in  connection  with  an
         assignment  of a Lender's  interest  under this  Agreement  pursuant to
         Section 13.1.

                  "Authorized  Representative"  means any of the Chief Executive
         Officer or Chief  Financial  Officer of the Parent or any other  Person
         expressly  designated  by the Board of  Directors of the Parent (or the
         appropriate  committee thereof) as an Authorized  Representative of the
         Parent,  as set forth from time to time in a certificate in the form of
         Exhibit C.

                  "BAS" means Banc of America Securities LLC and its successors.

                  "Bank of America" means Bank of America, N.A. and its
         successors.

                  "Base Rate"  means,  for any day,  the rate per annum equal to
         the sum of (a) the  higher of (i) the  Federal  Funds Rate for such day
         plus  one-half of one  percent  (0.5%) and (ii) the Prime Rate for such
         day plus (b) the Applicable  Margin. Any change in the Base Rate due to
         a change in the Prime Rate or the Federal Funds Rate shall be effective
         on the effective date of such change in the Prime Rate or Federal Funds
         Rate.

                  "Base Rate Loan" means a Loan  (including a Segment) for which
         the rate of interest is determined by reference to the Base Rate.

                  "Base  Rate  Refunding  Loan"  means a Base Rate Loan or Swing
         Line Loan made either to (i) satisfy Reimbursement  Obligations arising
         from a drawing  under a Letter of Credit or (ii) pay Bank of America in
         respect of Swing Line Outstandings.

                  "Base Rate  Segment"  means a Segment  bearing  interest or to
         bear interest at the Base Rate.

                  "Beverage  Agreement" means an agreement between the Parent or
         one or more of its Subsidiaries and a Person, whereby the Person grants
         to the Parent or its  Subsidiary  an exclusive  right or license (a) to
         the use of a trademark in connection  with the  bottling,  distribution
         and sale of a beverage product within a defined geographic area and (b)
         to manufacture,  sell and distribute fountain syrup to customers within
         a defined geographic area.

                  "Beverage  Plastics Company  Management Stock" means shares of
         restricted,  non-voting common stock,  held by management  employees of
         Beverage  Plastics  Company,   the  dividends  on  which  are  paid  to
         management  employees of Beverage Plastics Company consistent with past
         practice and in an aggregate annual amount not to exceed $500,000.

                  "Board"  means the Board of Governors  of the Federal  Reserve
         System (or any successor body).

                                       4
<PAGE>

                  "Borrower's  Account" means (a) with respect to the Parent,  a
         demand  deposit  account  with the  Administrative  Agent  and (b) with
         respect to DakBev,  a demand  deposit  account with the  Administrative
         Agent,  which  may  be  maintained  at  one  or  more  offices  of  the
         Administrative Agent or an agent of the Administrative Agent.

                  "Borrowing Notice" means the notice delivered by an Authorized
         Representative in connection with an Advance under the Revolving Credit
         Facility or a Swing Line Loan,  in the forms of  Exhibits  D-1 and D-2,
         respectively.

                  "Business  Day"  means,  (i) except as  expressly  provided in
         clause (ii), any day which is not a Saturday,  Sunday or a day on which
         banks in the States of New York and North  Carolina are  authorized  or
         obligated by law,  executive order or governmental  decree to be closed
         and,  (ii) with  respect  to the  selection,  funding,  interest  rate,
         payment, and Interest Period of any Eurodollar Rate Loan, any day which
         is a  Business  Day,  as  described  above,  and on which the  relevant
         international  financial  markets  are  open  for  the  transaction  of
         business  contemplated by this Agreement in London,  England, New York,
         New York and Charlotte, North Carolina.

                  "Capital  Expenditures"  means, with respect to the Parent and
         its  Restricted  Subsidiaries,  for  any  period  the  sum of  (without
         duplication) (i) all  expenditures  (whether paid in cash or accrued as
         liabilities)  by the Parent or any  Restricted  Subsidiary  during such
         period  for items  that  would be  classified  as  "property,  plant or
         equipment" or comparable items on the consolidated balance sheet of the
         Parent and its Restricted  Subsidiaries,  including without  limitation
         all  transactional  costs incurred in connection with such expenditures
         provided the same have been capitalized, excluding, however, the amount
         of  any  Capital  Expenditures  paid  for  with  proceeds  of  casualty
         insurance as evidenced in writing and  submitted to the  Administrative
         Agent together with any compliance  certificate  delivered  pursuant to
         Section  9.1(a) or (b),  and (ii) with  respect  to any  Capital  Lease
         entered into by the Borrower or its Restricted Subsidiaries during such
         period,  the present value of the lease payments due under such Capital
         Lease over the term of such  Capital  Lease  applying  a discount  rate
         equal to the interest rate provided in such lease (or in the absence of
         a stated  interest  rate,  that  rate  used in the  preparation  of the
         financial statements described in Section 9.1(a)), all the foregoing in
         accordance with GAAP applied on a Consistent Basis.

                  "Capital Leases" means all leases which have been or should be
         capitalized  in  accordance  with GAAP as in  effect  from time to time
         including Statement No. 13 of the Financial  Accounting Standards Board
         and any successor thereof.

                  "Change of Control" means, at any time:

     (i) any "person" or "group" (each as used in Sections 13(d)(3) and 14(d)(2)
of the Exchange Act) other than Persons  owned  directly or indirectly by Pohlad
Companies or PepsiCo.  either (A) becomes the "beneficial  owner" (as defined in
Rule 13d-3 of the Exchange Act ), directly or indirectly,  of Voting  Securities
of the Borrower (or securities  convertible into or exchangeable for such Voting
Securities)  representing 25% or more of the combined voting power of all Voting
Securities  of the Parent (on a fully  diluted  basis) or (B)  otherwise has the
ability,  directly or indirectly,  to elect a majority of the board of directors
of the Parent;

                                       6
<PAGE>

     (ii) during any period of up to 12  consecutive  months,  commencing on the
Closing Date,  individuals  who at the  beginning of such  12-month  period were
directors  of the  Parent  shall  cease for any  reason  (other  than the death,
disability  or  retirement  of an  officer  of the  Parent  that is serving as a
director  at such time so long as another  officer of the Parent  replaces  such
Person as a director) to  constitute a majority of the board of directors of the
Parent;

     (iii)  any  Person or two or more  Persons  acting in  concert  shall  have
acquired by  contract or  otherwise,  or shall have  entered  into a contract or
arrangement  that,  upon  consummation  thereof,  will  result  in its or  their
acquisition  of the power to exercise,  directly or  indirectly,  a  controlling
influence on the management or policies of the Parent; or

     (iv) if the Pohlad Companies and Pepsi,  directly or indirectly,  shall own
in the  aggregate  less  than 51% of the  combined  voting  power of all  Voting
Securities of the Parent.

                  "Closing  Date" means the date as of which this  Agreement  is
         executed by the Borrowers, the Lenders and the Administrative Agent and
         on which the conditions set forth in Section 7.1 have been satisfied.

                  "Code"  means the Internal  Revenue Code of 1986,  as amended,
         and any regulations promulgated thereunder.

                  "Collateral"   means,   collectively,   all  property  of  the
         Borrowers,   any   Subsidiary   or  any  other   Person  in  which  the
         Administrative  Agent or any Lender is granted a Lien as  security  for
         all or any portion of the Obligations under any Security Instrument.

                  "Commitments"  means  the  Revolving  Credit  Commitment,  the
         Letter of Credit  Commitment,  the Term Loan A Commitment  and the Term
         Loan B Commitment of each Lender.

                  "Compliance  Certificate"  means a certificate  in the form of
         Exhibit H  furnished  to the  Administrative  Agent and  Lenders by the
         Parent pursuant to Section 9.1 hereof.

                  "Consistent  Basis" in  reference to the  application  of GAAP
         means the accounting  principles observed in the period referred to are
         comparable in all material respects to those applied in the preparation
         of the audited financial statements of the Parent referred to as of the
         Closing Date in Section 8.6(a).

                  "Consolidated  EBITDA"  means,  subject to Section  1.3,  with
         respect  to  the  Parent  and  its  Restricted   Subsidiaries  for  any
         Four-Quarter Period ending on the date of computation  thereof, the sum
         of, without duplication, (i) Consolidated Net Income, (ii) Consolidated
         Interest  Expense,  (iii)  taxes  on  income,  (iv)  amortization,  (v)
         depreciation  and  (vi)  up to  $10,100,000  of  non-recurring  charges
         incurred in the Four-Quarter  Period ended December 31, 1999,  adjusted
         for Federal  income taxes,  if any, all  determined  on a  consolidated
         basis in  accordance  with GAAP  applied  on a  Consistent  Basis  less
         advances made to Delta pursuant to Section 10.6(h).

                                       6
<PAGE>

                  "Consolidated  Fixed Charge Ratio" means,  with respect to the
         Parent and its  Restricted  Subsidiaries  for any  Four-Quarter  Period
         ending  on  the  date  of  computation   thereof,   the  ratio  of  (i)
         Consolidated EBITDA to (ii) Consolidated Fixed Charges for such period.

                  "Consolidated  Fixed Charges"  means,  subject to Section 1.3,
         with  respect  to the Parent and its  Restricted  Subsidiaries  for any
         Four-Quarter Period ending on the date of computation  thereof, the sum
         of, without duplication,  (i) the cash portion of Consolidated Interest
         Expense  and  (ii)  scheduled   principal   payments  of   Consolidated
         Indebtedness, all determined on a consolidated basis in accordance with
         GAAP applied on a Consistent Basis.

                  "Consolidated  Indebtedness"  means  all  Indebtedness  of the
         Parent  and  its   Restricted   Subsidiaries,   all   determined  on  a
         consolidated basis.

                  "Consolidated  Interest  Expense"  means,  with respect to any
         period of computation thereof, the gross interest expense of the Parent
         and its Restricted  Subsidiaries,  including without limitation (i) the
         current  amortized  portion of debt discounts to the extent included in
         gross interest expense,  (ii) the current amortized portion of all fees
         (including  fees  payable in respect  of any Rate  Hedging  Obligation)
         payable in connection with the incurrence of Indebtedness to the extent
         included  in gross  interest  expense  and  (iii)  the  portion  of any
         payments made in connection  with Capital Leases  allocable to interest
         expense, all determined on a consolidated basis in accordance with GAAP
         applied on a Consistent Basis;  provided,  however,  for the purpose of
         determining  Consolidated  Interest  Expense for the one, two and three
         fiscal quarter periods of the Parent and its  Subsidiaries  following a
         Permitted  Acquisition,  Consolidated Interest Expense for such periods
         shall be multiplied by four, two and four-thirds, respectively.

                  "Consolidated  Leverage  Ratio"  means,  as  of  the  date  of
         computation  thereof,  the  ratio  of  (i)  Consolidated   Indebtedness
         (determined  as at such  date)  to (ii)  Consolidated  EBITDA  (for the
         Four-Quarter  Period ending on (or most  recently  ended prior to) such
         date).

                  "Consolidated  Net Income" means,  subject to Section 1.3, for
         any period of computation  thereof,  the gross revenues from operations
         of the  Parent  and its  Restricted  Subsidiaries  (including  payments
         received by the Parent and its Restricted  Subsidiaries of (i) interest
         income,  including  as income (x) for the  periods  prior to and ending
         March 31, 2000 that amount that would have been received by the holders
         of the Delta Subordinated Notes for the Four Quarter Period ended March
         31, 2000 assuming  such  payments  were made in cash,  (y) for the Four
         Quarter  Periods ending June 30, 2000 and September 30, 2000 the actual
         amount of cash payments received on April 1, 2000 multiplied by two and
         (z)  thereafter,  cash payments  received by the Parent with respect to
         the Delta  Subordinated  Notes and (ii) dividends and  distributions of
         cash made in the  ordinary  course of their  businesses  by  Persons in
         which  investment  is  permitted  pursuant  to this  Agreement  and not
         related  to  an   extraordinary   event),   less  all   operating   and
         non-operating  expenses of the Parent and its  Restricted  Subsidiaries
         including  taxes on income,  all determined on a consolidated  basis in
         accordance with GAAP applied on a Consistent  Basis; but excluding (for
         all purposes other than (x) compliance  with Section 10.1(a) hereof) as
         income:  (i) net gains on the sale,  conversion or other disposition of
         capital assets, (ii) net gains on the acquisition,  retirement, sale or
         other  disposition of capital stock and other  securities of the Parent
         or its  Restricted  Subsidiaries,  (iii) net gains on the collection of
         proceeds of life  insurance  policies,  (iv) any write-up of any asset,
         (v) any  other  net  gain  or  credit  of an  extraordinary  nature  as
         determined  in accordance  with GAAP applied on a Consistent  Basis and
         (vi) the amount of income from  operations  or otherwise of any Person,
         including  any  Subsidiary,  whose right to  distribute  such income is
         subject to the prior approval of any other  governmental  or regulatory
         authority which approval has not been received.

                                       7
<PAGE>

                  "Consolidated  Net Worth"  means,  as of any date on which the
         amount thereof is to be determined,  Consolidated  Shareholders' Equity
         minus  (without  duplication  of deductions in respect of items already
         deducted in arriving at surplus and  retained  earnings)  all  reserves
         (other  than  contingency  reserves  not  allocated  to any  particular
         purpose),  including  without  limitation  reserves  for  depreciation,
         depletion, amortization, obsolescence, deferred income taxes, insurance
         and inventory  valuation,  all as determined on a consolidated basis in
         accordance with GAAP applied on a Consistent Basis.

                  "Consolidated  Shareholders'  Equity" means, as of any date on
         which the amount thereof is to be determined,  the sum of the following
         in respect of the Parent and its Restricted Subsidiaries (determined on
         a  consolidated  basis and  excluding any upward  adjustment  after the
         Closing Date due to  revaluation  of assets):  (i) the amount of issued
         and  outstanding  share  capital,  plus (ii) the  amount of  additional
         paid-in  capital and retained  earnings  (or, in the case of a deficit,
         minus the amount of such deficit), plus (iii) the amount of any foreign
         currency translation  adjustment (if positive,  or, if negative,  minus
         the amount of such  translation  adjustment),  minus (iv) the amount of
         any treasury  stock,  all as determined in accordance with GAAP applied
         on a Consistent Basis.

                  "Contingent Obligation" means, as to any Person, any direct or
         indirect  liability  of that Person with  respect to any  Indebtedness,
         lease, dividend, guaranty, letter of credit or other obligation (each a
         "primary  obligation")  of  another  Person  (the  "primary  obligor"),
         whether or not  contingent,  (a) to purchase,  repurchase  or otherwise
         acquire any such primary obligation or any property constituting direct
         or indirect security  therefor,  or (b) to advance or provide funds (i)
         for the payment or discharge of any such primary obligation, or (ii) to
         maintain  working  capital or equity capital of the primary  obligor in
         respect of any such primary obligation or otherwise to maintain the net
         worth or  solvency  or any  balance  sheet  item,  level of  income  or
         financial  condition  of  such  primary  obligor,  or (c)  to  purchase
         property,  securities or services primarily for the purpose of assuring
         the owner of any such primary  obligation of the ability of the primary
         obligor  thereof to make  payment of such  primary  obligation,  or (d)
         otherwise  to assure  or hold  harmless  the owner of any such  primary
         obligation  against  loss or failure or inability to perform in respect
         thereof. The amount of any Contingent  Obligation shall be deemed to be
         an amount  equal to the stated or  determinable  amount of the  primary
         obligation in respect of which such  Contingent  Obligation is made or,
         if not  stated or  determinable,  the  maximum  reasonably  anticipated
         liability in respect thereof.

                                       8
<PAGE>

                  "Continue," "Continuation," and "Continued" shall refer to the
         continuation  pursuant to Section 4.2 hereof of a Eurodollar  Rate Loan
         of one  Type as a  Eurodollar  Rate  Loan of the  same  Type  from  one
         Interest Period to the next Interest Period.

                  "Convert,"  "Conversion,"  and  "Converted"  shall  refer to a
         conversion  pursuant  to Section  4.2 of one Type of Loan into  another
         Type of Loan.

                  "Cost of Acquisition"  means, with respect to any Acquisition,
         as at the date of entering into any agreement therefor,  the sum of the
         following  (without  duplication):  (i) the value of the capital stock,
         warrants or options to acquire capital stock or other securities of the
         Parent or any  Subsidiary to be  transferred  in connection  therewith,
         (ii) the  amount of any cash and fair  market  value of other  property
         (excluding  property  described in clause (i) and the unpaid  principal
         amount of any debt instrument) given as consideration, (iii) the amount
         (determined by using the face amount or the amount payable at maturity,
         whichever is greater) of any Indebtedness incurred, assumed or acquired
         by the Parent or any  Subsidiary in connection  with such  Acquisition,
         (iv) all additional  purchase price amounts in the form of earnouts and
         other  contingent  obligations  that  should be recorded at the time of
         such  Acquisition  on the  financial  statements  of the Parent and its
         Subsidiaries  in accordance  with GAAP, (v) all amounts paid in respect
         of  covenants  not to  compete,  consulting  agreements  that should be
         recorded on financial  statements of the Parent and its Subsidiaries at
         the  time of such  Acquisition  in  accordance  with  GAAP,  and  other
         affiliated  contracts in  connection  with such  Acquisition,  (vi) the
         aggregate  fair market  value of all other  consideration  given by the
         Parent or any Subsidiary in connection with such Acquisition, and (vii)
         out of  pocket  transaction  costs for the  services  and  expenses  of
         attorneys, accountants and other consultants incurred in effecting such
         transaction,  and other  similar  transaction  costs so  incurred.  For
         purposes of determining  the Cost of Acquisition  for any  transaction,
         (A) the capital  stock of the Parent shall be valued (I) in the case of
         capital  stock  that is then  designated  as a national  market  system
         security  by the  National  Association  of  Securities  Dealers,  Inc.
         ("NASDAQ") or is listed on a national securities exchange,  the average
         of the last reported bid and ask quotations or the last prices reported
         thereon, and (II) with respect to any other shares of capital stock, as
         determined by the Board of Directors of the Parent and, if requested by
         the Administrative  Agent,  determined to be a reasonable  valuation by
         the independent public  accountants  referred to in Section 9.1(a), (B)
         the  Subsidiary  Securities  of  any  Subsidiary  shall  be  valued  as
         determined  by the  Board  of  Directors  of such  Subsidiary  and,  if
         requested by the  Administrative  Agent,  determined to be a reasonable
         valuation by the independent public accountants  referred to in Section
         9.1(a), and (C) with respect to any Acquisition  accomplished  pursuant
         to the exercise of options or warrants or the conversion of securities,
         the Cost of  Acquisition  shall include both the cost of acquiring such
         option, warrant or convertible security as well as the cost of exercise
         or conversion.

                  "Credit  Parties"  means,  collectively,  the Borrowers,  each
         Guarantor and each other Person  providing  Collateral  pursuant to any
         Security Instrument.

                                       9
<PAGE>

                  "DakBev"  has the meaning set forth in the  preambles  to this
         Agreement.

                  "Dakota" means Dakota Beverage Company, Inc., a Minnesota
         corporation.

                  "Dakota   Exchange   Agreement"   means  the  Dakota  Exchange
         Agreement  dated as of June 28,  1999  between  the Parent and  Dakota,
         including all schedules and exhibits thereto.

                  "Debt  Offering"  means  a  public  or  private   offering  of
         Indebtedness (including,  without limitation, any security constituting
         Indebtedness  which is exchangeable,  exercisable or convertible for or
         into, or otherwise entitling the holder to receive,  equity securities)
         of the Parent or any  Restricted  Subsidiary  (other than  Indebtedness
         among  the  Parent  and any  Restricted  Subsidiary  or one  Restricted
         Subsidiary and another Restricted  Subsidiary) not otherwise  permitted
         under Section 10.4 and which is approved by the Required Lenders.

                  "Default" means any event or condition which,  with the giving
         or  receipt  of notice or lapse of time or both,  would  constitute  an
         Event of Default hereunder.

                  "Default Rate" means (i) with respect to each  Eurodollar Rate
         Loan, until the end of the Interest Period applicable  thereto,  a rate
         of two percent (2%) above the Eurodollar  Rate applicable to such Loan,
         and  thereafter  at a rate of  interest  per annum  which  shall be two
         percent (2%) above the Base Rate, (ii) with respect to Base Rate Loans,
         Swing Line Loans,  Reimbursement  Obligations,  fees, and other amounts
         payable in respect of  Obligations  or (except as  otherwise  expressly
         provided  therein) the  obligations of any other Credit Party under any
         of the other Loan  Documents,  a rate of interest per annum which shall
         be two  percent  (2%)  above the Base  Rate and (iii) in any case,  the
         maximum rate permitted by applicable law, if lower.

                  "Delta" means Delta Beverage Group, Inc., a Delaware
         corporation.

                  "Delta Exchange  Agreement" means the Delta Exchange Agreement
         dated June 28, 1999 among the Parent and Delta and the  shareholders of
         Delta, including all schedules and exhibits thereto.

                  "Delta Preferred Stock" means the Delta Preferred Stock Series
         AA.

                  "Delta  Subordinated  Notes" means the Delta 11%  Subordinated
         Notes due September 23, 2003.

                  "Direct Foreign  Subsidiary"  means a Subsidiary  other than a
         Domestic  Subsidiary  a  majority  of  whose  Voting  Securities,  or a
         majority of whose Subsidiary Securities, are owned by the Borrower or a
         Domestic Subsidiary.

                  "Dollars" and the symbol "$" means dollars  constituting legal
         tender for the payment of public and private debts in the United States
         of America.

                                       10
<PAGE>

                  "Domestic  Subsidiary" means any Restricted  Subsidiary of the
         Parent  organized  under the laws of the United States of America,  any
         state or territory thereof or the District of Columbia.

                  "Eligible  Assignee" means (i) a Lender,  (ii) an affiliate or
         Approved Fund of a Lender,  and (iii) any other Person  approved by the
         Administrative  Agent and,  unless an Event of Default has occurred and
         is continuing at the time any assignment is effected in accordance with
         Section 13.1, the Parent, such approval not to be unreasonably withheld
         (provided  that the  incurrence by the  Borrowers of  additional  costs
         pursuant to Section 6.6 as a result of such assignment shall constitute
         a  reasonable  basis for  withholding  such  consent) or delayed by the
         Parent  and such  approval  to be deemed  given by the  Parent  (in the
         absence of notice to the contrary,  effective upon receipt)  within two
         Business  Days  after  notice  of such  proposed  assignment  has  been
         provided by the assigning Lender to the Parent; provided, however, that
         neither the Parent nor an affiliate  of the Parent shall  qualify as an
         Eligible Assignee.

                  "Eligible  Securities" means the following obligations and any
         other obligations  previously approved in writing by the Administrative
         Agent:



     (a) Government Securities;

     (b) obligations of any corporation organized under the laws of any state of
the United States of America or under the laws of any other  nation,  payable in
the  United  States  of  America,  expressed  to mature  not later  than 92 days
following the date of issuance  thereof and rated in an investment  grade rating
category by S&P and Moody's;

     (c)  interest  bearing  demand or time  deposits  issued  by any  Lender or
certificates  of  deposit  maturing  within  one year from the date of  issuance
thereof and issued by a bank or trust  company  organized  under the laws of the
United  States or of any state  thereof  having  capital  surplus and  undivided
profits  aggregating at least  $400,000,000 and being rated "A" or better by S&P
or "A" or better by Moody's;

     (d) Repurchase Agreements;

     (e) Municipal Obligations;

     (f) Pre-Refunded Municipal Obligations;

     (g)  shares of  mutual  funds  which  invest in  obligations  described  in
paragraphs  (a) through (f) above,  the shares of which  mutual funds are at all
times rated "AAA" by S&P ;

     (h)  tax-exempt  or taxable  adjustable  rate  preferred  stock issued by a
Person having a rating of its long term  unsecured debt of "A-" or better by S&P
or "A-3" or better by Moody's; and

                                       11
<PAGE>

     (i) asset-backed  remarketed  certificates of participation  representing a
fractional  undivided  interest in the assets of a trust, which certificates are
rated at least "A-1" by S&P and "P-1" by Moody's.

                  "Employee  Benefit Plan" means (i) any employee  benefit plan,
         including any Pension Plan, within the meaning of Section 3(3) of ERISA
         which (A) is maintained for employees of the Parent or any of its ERISA
         Affiliates, or any Restricted Subsidiary or is assumed by the Parent or
         any of its ERISA Affiliates, or any Restricted Subsidiary in connection
         with any  Acquisition  or (B) has at any time been  maintained  for the
         employees of the Parent, any current or former ERISA Affiliate,  or any
         Restricted Subsidiary and (ii) any plan, arrangement,  understanding or
         scheme  maintained  by the  Parent or any  Restricted  Subsidiary  that
         provides retirement, deferred compensation, employee or retiree medical
         or life insurance, severance benefits or any other benefit covering any
         employee or former employee and which is administered under any Foreign
         Benefit Law or regulated by any  Governmental  Authority other than the
         United States of America.

                  "Environmental  Laws"  means  any  federal,   state  or  local
         statute, law, ordinance, code, rule, regulation,  order, decree, permit
         or license regulating,  relating to, or imposing liability or standards
         of  conduct  concerning,   any  environmental  matters  or  conditions,
         environmental protection or conservation, including without limitation,
         the Comprehensive  Environmental  Response,  Compensation and Liability
         Act of 1980, as amended;  the Superfund  Amendments and Reauthorization
         Act of 1986, as amended; the Resource Conservation and Recovery Act, as
         amended;  the Toxic Substances  Control Act, as amended;  the Clean Air
         Act, as amended;  the Clean  Water Act, as amended;  together  with all
         regulations  promulgated  thereunder,  and  any  other  "Superfund"  or
         "Superlien" law.

                  "Equity Offering" means a public or private offering of equity
         securities (including,  without limitation,  any security or investment
         not constituting Indebtedness exchangeable,  exercisable or convertible
         for or into,  or  otherwise  entitling  the holder to  receive,  equity
         securities)  of the Borrower or any Restricted  Subsidiary  (other than
         securities  issued to the  Parent or  another  Restricted  Subsidiary);
         provided,  however,  the term "Equity  Offering"  shall not include any
         issuance of equity  securities which issuance is in connection with the
         exercise  of stock  options or  warrants  granted  to, or  purchase  of
         restricted  stock by,  eligible  participants  under an Approved  Stock
         Option Plan or in connection with a Permitted Acquisition.

                  "ERISA" means the Employee  Retirement  Income Security Act of
         1974, as amended from time to time,  and any successor  statute and all
         rules and regulations promulgated thereunder.

                  "ERISA Affiliate," as applied to the Parent,  means any Person
         or trade or business which is a member of a group which is under common
         control with the Parent,  who together with the Parent, is treated as a
         single  employer  within the  meaning of Section  414(b) and (c) of the
         Code.

                                       12
<PAGE>

                  "Eurodollar  Rate Loan" means a Loan (including a Segment) for
         which the rate of interest is determined by reference to the Eurodollar
         Rate.

                  "Eurodollar Rate" means the interest rate per annum calculated
         according to the following formula:

                  Eurodollar   =    Interbank Offered Rate        + Applicable
                                 -------------------------------
                   Rate             1- Reserve Requirement            Margin

                  "Eurodollar  Rate Segment" means a Segment bearing interest or
         to bear interest at the Eurodollar Rate.

                  "Event of Default" means any of the  occurrences  set forth as
         such in Section 11.1.

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

                  "Existing  Indebtedness"  means the Indebtedness of the Parent
         or certain of its Subsidiaries described on Schedule 1.1(b) hereto.

                  "Facilities" means the Revolving Credit Facility and the Term
         Loan Facilities.

                  "Facility  Guaranty" means each Guaranty Agreement between one
         or more Guarantors and the Administrative  Agent for the benefit of the
         Administrative Agent and the Lenders,  delivered as of the Closing Date
         and  otherwise  pursuant to Section  9.20,  as the same may be amended,
         modified or supplemented.

                  "Facility  Termination  Date"  means  such  date as all of the
         following shall have occurred: (a) the Borrowers shall have permanently
         terminated the Revolving  Credit Facility and the Swing Line by payment
         in full of all  Revolving  Credit  Outstandings  and  Letter  of Credit
         Outstandings and Swing Line Outstandings, together with all accrued and
         unpaid interest  thereon,  except for the undrawn portion of Letters of
         Credit as have been fully cash  collateralized  in a manner  consistent
         with the terms of Section  11.1(B),  (b) the Borrowers  shall have paid
         all Term Loan  Outstandings  in full,  together  with all  accrued  and
         unpaid  interest  thereon,  (c) all Swap  Agreements  shall  have  been
         terminated,   expired  or  cash  collateralized,   (d)  all  Term  Loan
         Commitments,   Revolving  Credit   Commitments  and  Letter  of  Credit
         Commitments  shall have  terminated  or expired  and (e) the  Borrowers
         shall have fully,  finally and  irrevocably  paid and satisfied in full
         all  Obligations  (other  than  Obligations  consisting  of  continuing
         indemnities  and other  contingent  Obligations of the Borrowers or any
         Guarantor  that  may be  owing  to the  Lenders  pursuant  to the  Loan
         Documents and expressly survive termination of this Agreement);

                  "FASB 133 Adjustments"  means entries on or adjustments to any
         balance  sheet or  statement  of income in  respect of  derivatives  or
         hedging  instruments as required or permitted by Statement of Financial
         Accounting Standards No. 133.

                                       13
<PAGE>

                  "Federal  Funds Rate"  means,  for any day, the rate per annum
         (rounded  upwards,  if necessary,  to the nearest 1/100 of 1%) equal to
         the  weighted   average  of  the  rates  on  overnight   Federal  funds
         transactions  with members of the Federal  Reserve  System  arranged by
         Federal funds brokers on such day, as published by the Federal  Reserve
         Bank of New York on the Business Day next succeeding such day; provided
         that (a) if such day is not a Business  Day, the Federal Funds Rate for
         such day shall be such rate on such  transactions on the next preceding
         Business Day as so published on the next  succeeding  Business Day, and
         (b) if no such rate is so  published on such next  succeeding  Business
         Day,  the  Federal  Funds Rate for such day shall be the  average  rate
         charged to the  Administrative  Agent (in its  individual  capacity) on
         such  day on such  transactions  as  determined  by the  Administrative
         Agent.

                  "Fiscal  Year"  means the twelve  month  fiscal  period of the
         Parent and its  Subsidiaries  commencing  on January 1 of each calendar
         year and ending on December 31 of such calendar year.

                  "Foreign  Benefit  Law"  means any  applicable  statute,  law,
         ordinance,  code,  rule,  regulation,  order or decree  of any  foreign
         nation  or  any  province,  state,  territory,  protectorate  or  other
         political  subdivision  thereof  regulating,  relating  to, or imposing
         liability  or  standards of conduct  concerning,  any Employee  Benefit
         Plan.

                  "Four-Quarter  Period" means a period of four full consecutive
         fiscal  quarters of the Parent and its Restricted  Subsidiaries,  taken
         together as one accounting period.

                  "GAAP" or "Generally  Accepted  Accounting  Principles"  means
         generally  accepted  accounting  principles,  being those principles of
         accounting  set forth in  pronouncements  of the  Financial  Accounting
         Standards   Board,   the  American   Institute   of  Certified   Public
         Accountants,  or which have other substantial authoritative support and
         are applicable in the circumstances as of the date of a report.

                  "Government   Securities"  means  direct  obligations  of,  or
         obligations  the timely  payment of principal and interest on which are
         fully and unconditionally guaranteed by, the United States of America.

                  "Governmental   Authority"  shall  mean  any  Federal,  state,
         municipal,  national  or  other  governmental  department,  commission,
         board,   bureau,   court,   agency  or   instrumentality  or  political
         subdivision  thereof  or any entity or  officer  exercising  executive,
         legislative,  judicial,  regulatory or  administrative  functions of or
         pertaining  to any  government  or any  court,  in  each  case  whether
         associated with a state of the United States,  the United States,  or a
         foreign entity or government.

                  "Guarantors"  means,  at any date,  all Domestic  Subsidiaries
         which are  Restricted  Subsidiaries,  all of which are  required  to be
         parties to a Facility Guaranty at such date.

                  "Hazardous   Material"   means  and  includes  any  pollutant,
         contaminant,  or  hazardous,  toxic or  dangerous  waste,  substance or
         material    (including   without   limitation    petroleum    products,
         asbestos-containing  materials  and lead),  the  generation,  handling,
         storage,  transportation,  disposal,  treatment,  release, discharge or
         emission of which is subject to any Environmental Law.

                                       14
<PAGE>

                  "Historical  Financial  Statements" means (i) the consolidated
         balance sheets and related  consolidated  statements of income and cash
         flows for each of the  Parent,  Dakota  and Delta and their  respective
         Subsidiaries for the fiscal years ended 1996, 1997 and 1998, audited by
         independent public  accountants of recognized  standing and prepared in
         accordance with GAAP and interim unaudited  consolidated balance sheets
         and related  consolidated  statements of income for each of the Parent,
         Dakota  and Delta and their  respective  Subsidiaries  for the  interim
         period ended June 30, 1999 and (ii) the unaudited  historical  proforma
         financial  statements  (balance sheet and statement of income) prepared
         on a  combined  basis  of  the  Parent,  Dakota  and  Delta  and  their
         Subsidiaries,  giving pro forma effect to the  Acquisition  Transaction
         during the periods covered by such financial  statements for the Fiscal
         Year ended 1998 and for the interim period most recently ended June 30,
         all such financial statements being contained in the Proxy Statement.

                  "Historical   Pro  Forma  Financial   Statements"   means  the
         unaudited  historical  pro forma  statements of income and certain cash
         flow  items  prepared  on a  combined  basis  of the  Parent,  and  its
         Restricted  Subsidiaries  (giving pro forma  effect to the  Acquisition
         Transaction  during the periods  covered  thereby) for the Fiscal Years
         ended 1998 and for the period ended June 30, 1999.

                  "Indebtedness"  means as to any Person,  without  duplication,
         (a) all  Indebtedness  for Money Borrowed of such Person,  (b) all Rate
         Hedging Obligations of such Person, (c) all indebtedness secured by any
         Lien on any  property or asset owned or held by such Person  regardless
         or whether the indebtedness  secured thereby shall have been assumed by
         such Person or is  non-recourse  to the credit of such Person,  and (d)
         all Contingent Obligations of such Person.

                  "Indebtedness  for Money  Borrowed"  means with respect to any
         Person,  without  duplication,  all  indebtedness  in  respect of money
         borrowed,  including without limitation,  all obligations under Capital
         Leases,  the deferred  purchase price of any property or services,  the
         aggregate  face  amount of all surety  bonds,  letters  of credit,  and
         bankers'  acceptances,   and  (without  duplication)  all  payment  and
         reimbursement  obligations in respect  thereof  whether or not matured,
         evidenced  by a promissory  note,  bond,  debenture or similar  written
         obligation for the payment of money (including reimbursement agreements
         and  conditional  sales or similar title retention  agreements),  other
         than trade  payables  and accrued  expenses  incurred  in the  ordinary
         course of business.

                  "Interbank Offered Rate" means, with respect to any Eurodollar
         Rate Loan for the  Interest  Period  applicable  thereto,  the rate per
         annum  (rounded  upwards,  if  necessary),  to the nearest 1/100 of 1%)
         appearing on Telerate Page 3750 (or any  successor  page) as the London
         interbank  offered rate for deposits in Dollars at approximately  11:00
         A.M.  (London  time) two  Business  Days prior to the first day of such
         Interest Period for a term comparable to such Interest  Period.  If for
         any reason  such rate is not  available,  the term  "Interbank  Offered
         Rate"  shall mean,  with  respect to any  Eurodollar  Rate Loan for the
         Interest  Period  applicable  thereto,  the  rate  per  annum  (rounded
         upwards, if necessary, to the nearest 1/100 of 1%) appearing on Reuters
         Screen LIBO Page as the London  interbank  offered rate for deposits in
         Dollars at  approximately  11:00 A.M.  (London  time) two Business Days
         prior to the first day of such Interest Period for a term comparable to
         such  Interest  Period,  provided,  however;  if more  than one rate is
         specified on Reuters Screen LIBO Page, the applicable rate shall be the
         arithmetic mean of all such rates (rounded  upwards,  if necessary,  to
         the nearest 1/100 of 1%).



                                       15
<PAGE>

                  "Interest  Period"  means,  for each  Eurodollar  Rate Loan, a
         period  commencing  on the date  such  Eurodollar  Rate Loan is made or
         Converted or Continued and ending,  at the  Borrower's  option,  on the
         date one,  two,  three or six  months  thereafter  as  notified  to the
         Administrative  Agent by the  Authorized  Representative  in accordance
         with the terms hereof; provided that,


     (i) if an  Interest  Period for a  Eurodollar  Rate Loan would end on a day
which is not a Business Day, such Interest  Period shall be extended to the next
Business Day (unless such extension  would cause the applicable  Interest Period
to end in the  succeeding  calendar  month,  in which case such Interest  Period
shall end on the next preceding Business Day); and

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

                  "Interest  Rate  Selection  Notice"  means the written  notice
         delivered  by an  Authorized  Representative  in  connection  with  the
         election of a subsequent  Interest  Period for any Eurodollar Rate Loan
         or the Conversion of any Eurodollar  Rate Loan into a Base Rate Loan or
         the  Conversion  of any Base Rate Loan into a Eurodollar  Rate Loan, in
         the form of Exhibit E.

                  "Issuing  Bank"  means Bank of America as issuer of Letters of
         Credit under Article III.

                  "Jamaica  Transaction"  means the acquisition of (a) the right
         to distribute cola beverages  including those bearing the  "Pepsi-Cola"
         or "Pepsi"  trademark,  in Jamaica and (b) the  manufacturing and other
         assets used in conjunction with  manufacturing  and  distributing  such
         beverages  in  Jamaica,  with a Cost of  Acquisition  of not more  than
         $29,000,000.

                  "LC Account Agreement" means the LC Account Agreement dated as
         of the date hereof among the Borrowers and the Administrative Agent, as
         amended, modified or supplemented from time to time.

                  "Letter of Credit" means a standby  letter of credit issued by
         the  Issuing  Bank  pursuant  to Article  III hereof for the account of
         either or both of the Borrowers in favor of a Person  advancing  credit
         or securing an obligation on behalf of a Borrower.



                                       16
<PAGE>

                  "Letter  of Credit  Commitment"  means,  with  respect to each
         Lender,  the  obligation  of such Lender to acquire  Participations  in
         respect of Letters of Credit  and  Reimbursement  Obligations  up to an
         aggregate  amount at any one time  outstanding  equal to such  Lender's
         Applicable   Commitment  Percentage  of  the  Total  Letter  of  Credit
         Commitment as the same may be increased or decreased  from time to time
         pursuant to this Agreement.

                  "Letter of Credit  Facility"  means the facility  described in
         Article III hereof  providing  for the issuance by the Issuing Bank for
         the account of either or both of the  Borrowers of Letters of Credit in
         an aggregate  stated amount at any time  outstanding  not exceeding the
         Total  Letter  of Credit  Commitment  minus  outstanding  Reimbursement
         Obligations.

                  "Letter  of  Credit  Outstandings"  means,  as of any  date of
         determination,  the  aggregate  amount  available to be drawn under all
         Letters of Credit plus Reimbursement Obligations then outstanding.

                  "Lien" means any interest in property  securing any obligation
         owed to, or a claim by, a Person other than the owner of the  property,
         whether such interest is based on the common law,  statute or contract,
         and including but not limited to the lien or security  interest arising
         from a mortgage, encumbrance,  pledge, security agreement,  conditional
         sale or trust receipt or a lease,  consignment or bailment for security
         purposes.  For the purposes of this  Agreement,  the  Borrowers and any
         Restricted  Subsidiary  shall be deemed to be the owner of any property
         which it has acquired or holds subject to a conditional sale agreement,
         financing  lease, or other  arrangement  pursuant to which title to the
         property  has been  retained  by or vested  in some  other  Person  for
         security purposes.

                  "Loan" or "Loans" means any of the Revolving Loans or the Term
         Loans,  including any Segment, made under the Revolving Credit Facility
         or the Term Loan Facilities, respectively.

                  "Loan Documents" means this Agreement, the Notes, the Security
         Instruments,  the Facility  Guaranties,  the LC Account Agreement,  the
         Applications  and  Agreements  for  Letter  of  Credit,  and all  other
         instruments and documents heretofore or hereafter executed or delivered
         to or in  favor  of any  Lender  (including  the  Issuing  Bank) or the
         Administrative Agent in connection with the Loans made and transactions
         contemplated  under  this  Agreement,  as  the  same  may  be  amended,
         supplemented or replaced from the time to time.

                  "Master Bottling  Agreements" means the agreements between one
         or more of the Parent,  Delta or DakBev and PepsiCo whereby the Parent,
         Delta and DakBev are granted the exclusive right to (i) distribute cola
         beverages and fountain syrup manufactured from concentrates supplied by
         PepsiCo in specified  territories  bearing the "Pepsi-Cola" and "Pepsi"
         trademark,  including DIET PEPSI,  (ii)  distribute  non-cola  products
         consisting  primarily of MOUNTAIN  DEW,  DIET MOUNTAIN DEW, and related
         products and (iii) to  distribute  cola  beverages  and fountain  syrup
         bearing the "Pepsi-Cola" and "Pepsi" trademark, including DIET PEPSI in
         Puerto Rico.



                                       17
<PAGE>

                  "Material  Adverse Effect" means a material  adverse effect on
         (i) the  business,  properties,  operations,  prospects  or  condition,
         financial  or  otherwise,  of the  Parent  or  any  of  its  Restricted
         Subsidiaries or any other Credit Party,  (ii) the ability of any Credit
         Party to pay or perform its  respective  obligations,  liabilities  and
         indebtedness  under the Loan  Documents as such payment or  performance
         becomes due in accordance with the terms thereof,  or (iii) the rights,
         powers and remedies of the Administrative Agent or any Lender under any
         Loan Document or the validity, legality or enforceability thereof.

                  "Mortgage  Notes" means those  Mortgage Notes in the aggregate
         principal amount of $30,663,835 described on Schedule 1.1(c) hereto.

                  "Moody's" means Moody's Investors Service, Inc.

                  "Multiemployer  Plan" means a "multiemployer  plan" as defined
         in  Section  4001(a)(3)  of ERISA  to which  the  Parent  or any  ERISA
         Affiliate   is  making,   or  is  accruing  an   obligation   to  make,
         contributions  or has made,  or been  obligated to make,  contributions
         within the preceding six (6) Fiscal Years.

                  "Municipal  Obligations" means general  obligations issued by,
         and supported by the full taxing  authority of, any state of the United
         States of America or of any municipal  corporation or other public body
         organized  under  the laws of any such  state  which  are  rated in the
         highest investment rating category by both S&P and Moody's.

                  "Net Proceeds" (a) from any public or private  offering of any
         security  (including any Debt Offering or Equity  Offering)  means cash
         payments received by the Parent or any Restricted  Subsidiary therefrom
         as and  when  received,  net  of all  legal,  accounting,  banking  and
         underwriting  fees  and  expenses,  commissions,  discounts  and  other
         issuance  expenses  incurred  in  connection  therewith  and all  taxes
         required to be paid or accrued as a consequence of such  issuance;  and
         (b) from any Asset  Disposition  means cash  payments  received  by the
         Parent  or any  Restricted  Subsidiary  therefrom  (including  any cash
         payments  received pursuant to any note or other debt security received
         in connection with any Asset Disposition) as and when received,  net of
         (i) all legal fees and  expenses  and other fees and  expenses  paid to
         third  parties and  incurred in  connection  therewith,  (ii) all taxes
         required to be paid or accrued as a  consequence  of such  disposition,
         (iii) all amounts applied to repayment of Indebtedness  (other than the
         Obligations)  secured by a Lien on the asset or property  disposed  and
         (iii) all amounts  reinvested by the Parent or a Restricted  Subsidiary
         substantially   contemporaneously  with  such  disposition  (or  to  be
         invested  within 90 days pursuant to an investment plan approved by the
         Administrative  Agent) in replacement assets of substantially  equal or
         greater value and utility;  provided,  however, that Net Proceeds shall
         not  include the first  $5,000,000  of cash  payments  received in each
         Fiscal Year from Asset Dispositions.

                  "Note  Pledge   Agreement"  means  that  certain  Note  Pledge
         Agreement  dated as of the  date  hereof  between  the  Parent  and the
         Administrative  Agent for the benefit of the  Administrative  Agent and
         the Lenders,  as hereafter amended,  supplemented or restated from time
         to time.



                                       18
<PAGE>

                  "Notes" means,  collectively,  the Term Notes,  the Swing Line
         Note and the Revolving Notes.

                  "Obligations"   means   the   obligations,   liabilities   and
         Indebtedness  of the  Borrowers  with respect to (i) the  principal and
         interest on the Loans as evidenced by the Notes, (ii) the Reimbursement
         Obligations  and  otherwise in respect of the Letters of Credit,  (iii)
         all  liabilities  of Borrowers  to any Lender (or any  affiliate of any
         Lender)  which arise under a Swap  Agreement,  and (iv) the payment and
         performance of all other  obligations,  liabilities and Indebtedness of
         the  Borrowers  to  the  Lenders  (including  the  Issuing  Bank),  the
         Administrative  Agent or BAS  hereunder,  under  any one or more of the
         other Loan Documents or with respect to the Loans.

                  "Operating  Documents"  means with respect to any corporation,
         limited liability company,  partnership,  limited partnership,  limited
         liability  partnership  or other  legally  authorized  incorporated  or
         unincorporated  entity, the bylaws,  operating  agreement,  partnership
         agreement,  limited partnership agreement or other applicable documents
         relating to the operation, governance or management of such entity.

                  "Organizational Action" means with respect to any corporation,
         limited liability company,  partnership,  limited partnership,  limited
         liability  partnership  or other  legally  authorized  incorporated  or
         unincorporated  entity,  any corporate,  organizational  or partnership
         action (including any required shareholder,  member or partner action),
         or other similar official action, as applicable, taken by such entity.

                  "Organizational   Documents"   means   with   respect  to  any
         corporation,    limited   liability   company,   partnership,   limited
         partnership,  limited liability partnership or other legally authorized
         incorporated or unincorporated  entity,  the articles of incorporation,
         certificate of incorporation, articles of organization,  certificate of
         limited  partnership  or other  applicable  organizational  or  charter
         documents relating to the creation of such entity.

                  "Outstandings" means, collectively, at any date, the Letter of
         Credit  Outstandings,  Swing Line Outstandings,  Term Loan Outstandings
         and Revolving Credit Outstandings on such date.

                  "Participation"  means,  (i) with respect to any Lender (other
         than the Issuing Bank) and a Letter of Credit,  the extension of credit
         represented  by the  participation  of  such  Lender  hereunder  in the
         liability of the Issuing  Bank in respect of a Letter of Credit  issued
         by the Issuing Bank in  accordance  with the terms hereof and (ii) with
         respect to any Lender  (other  than Bank of  America)  and a Swing Line
         Loan, the extension of credit  represented by the participation of such
         Lender  hereunder  in the  liability of Bank of America in respect of a
         Swing Line Loan made by Bank of America  in  accordance  with the terms
         hereof.

                  "PBGC" means the Pension Benefit Guaranty  Corporation and any
         successor thereto.

                  "Pension Plan" means any employee  pension benefit plan within
         the meaning of Section 3(2) of ERISA, other than a Multiemployer  Plan,
         which is subject to the  provisions of Title IV of ERISA or Section 412
         of the Code and which (i) is  maintained  for employees of the Borrower
         or any of its ERISA  Affiliates or is assumed by the Borrower or any of
         its ERISA  Affiliates in connection with any Acquisition or (ii) has at
         any time been  maintained  for the  employees  of the  Borrower  or any
         current or former ERISA Affiliate.



                                       19
<PAGE>

                  "PepsiCo" means, collectively, PepsiCo, Inc., a North Carolina
         corporation and its direct or indirect wholly-owned subsidiaries.

                  "Permitted Acquisition" means (a) the Acquisition Transaction,
         (b) the Jamaica  Transaction  and (c) each other  Acquisition  effected
         with the  consent  and  approval  of the  board of  directors  or other
         applicable  governing body of the Person being  acquired,  and with the
         duly obtained  approval of such shareholders or other holders of equity
         interest  as such  Person may be  required  to  obtain,  so long as (i)
         immediately  prior to and  immediately  after the  consummation of such
         Acquisition,  no  Default  or  Event of  Default  has  occurred  and is
         continuing,  (ii)  substantially all of the sales and operating profits
         generated  by such  Person (or  assets) so  acquired  or  invested  are
         derived  from the business of  bottling,  distributing  and selling the
         beverage  known as  Pepsi-Cola  and similar  beverages  (alcoholic  and
         non-alcoholic) and water products, (iii) pro forma historical financial
         statements  as of the end of the most  recent  fiscal  quarter  for the
         trailing  twelve month period  giving  effect to such  Acquisition  are
         delivered to the  Administrative  Agent not less than five (5) Business
         Days prior to the  consummation  of such  Acquisition,  together with a
         certificate of an Authorized  Representative  demonstrating  compliance
         with Section 10.1 hereof after giving  effect to such  Acquisition  and
         (iv) the aggregate Cost of Acquisition  with respect to any Acquisition
         consummated  during any Fiscal  Year of a Person who is not a Guarantor
         after giving effect to such  Acquisition  shall not exceed  $25,000,000
         net of any cash  proceeds  received  by the Parent  and its  Restricted
         Subsidiaries  at the  date of such  Acquisition  from  the  sale of any
         assets of the Person or business so acquired.

                  "Person"  means  an  individual,   partnership,   corporation,
         limited  liability  company,  limited  liability  partnership,   trust,
         unincorporated organization, association, joint venture or a government
         or agency or political subdivision thereof.

                  "Pledge Agreement" means, collectively (or individually as the
         context may indicate),  (i) that certain  Securities  Pledge  Agreement
         dated as of the date hereof among the Borrowers and the  Administrative
         Agent for the benefit of the Administrative Agent and the Lenders, (ii)
         any   additional   Securities   Pledge   Agreement   delivered  to  the
         Administrative  Agent  pursuant to Section 5.1 and  Section  9.20,  and
         (iii) with  respect  to any  Subsidiary  Securities  issued by a Direct
         Foreign  Subsidiary,  any additional or substitute  charge,  agreement,
         document, instrument or conveyance, in form and substance acceptable to
         the Administrative Agent,  conferring under applicable foreign law upon
         the Administrative  Agent for the benefit of the  Administrative  Agent
         and the Lenders a Lien upon such Subsidiary  Securities as are owned by
         the  Parent  or any  Domestic  Subsidiary,  in each  case as  hereafter
         amended,  supplemented  (including by Pledge  Agreement  Supplement) or
         amended and restated from time to time.



                                       20
<PAGE>

                  "Pledge  Agreement  Supplement"  means,  with  respect to each
         Pledge Agreement,  the Pledge Agreement  Supplement in the form affixed
         as an Exhibit to such Pledge Agreement.

                  "Pledged  Interests" means the Subsidiary  Securities required
         to be pledged as  Collateral  pursuant to Article V or the terms of any
         Pledge Agreement.

                  "Pledged  Notes"  means  the  Mortgage  Notes  and  the  Delta
         Subordinated  Notes  required to be pledged as  Collateral  pursuant to
         Article V or the terms of the Note Pledge Agreement.

                  "Pre-Refunded  Municipal Obligations" means obligations of any
         state of the United States of America or of any  municipal  corporation
         or other public body  organized  under the laws of any such state which
         are  rated,  based on the  escrow,  in the  highest  investment  rating
         category by both S&P and Moody's and which have been irrevocably called
         for  redemption and advance  refunded  through the deposit in escrow of
         Government  Securities  or  other  debt  securities  which  are (i) not
         callable at the option of the issuer  thereof  prior to maturity,  (ii)
         irrevocably pledged solely to the payment of all principal and interest
         on such  obligations  as the same  becomes due and (iii) in a principal
         amount and bear such rate or rates of interest  as shall be  sufficient
         to pay in full all principal of, interest, and premium, if any, on such
         obligations  as the  same  becomes  due  as  verified  by a  nationally
         recognized firm of certified public accountants.

                  "Pricing  Grid" means the tables set forth on Schedule  1.1(d)
         hereto setting forth the basis for (whether the  Consolidated  Leverage
         Ratio or Ratings) and the percentage to be utilized in calculating  the
         Applicable  Margin  for  each  Loan of  each  Type  and the  Applicable
         Commitment Fee.

                  "Prime Rate" means the per annum rate of interest  established
         from time to time by Bank of America as its prime rate,  which rate may
         not be the lowest  rate of  interest  charged by Bank of America to its
         customers.

                  "Principal  Office"  means  the  principal  office  of Bank of
         America,  presently located at 101 North Tryon Street,  15th Floor, NC1
         001-15-04, Charlotte, North Carolina 28255, Attention: Agency Services,
         or such other office and address as the  Administrative  Agent may from
         time to time designate.

                  "Pro Forma  Projections"  means (i) the  consolidated  balance
         sheet as at the Closing Date and consolidated  statements of income and
         cash flows for each of the five (5) Fiscal  Years  ending 1999  through
         2004 of the  Parent and its  Restricted  Subsidiaries  giving  proforma
         effect to the Acquisition Transaction and (ii) the consolidated balance
         sheet and consolidated  statements of income and cash flows for each of
         the five (5) Fiscal  Years  ending 1999  through  2004 of Delta and its
         Subsidiaries.

                  "Proxy  Statement"  means the proxy  statement  of the Parent,
         File No.  1-13914,  filed  pursuant  to Rule  14(a)  of the  Securities
         Exchange  Act of 1934,  as amended,  with the  Securities  and Exchange
         Commission.



                                       21
<PAGE>

                  "Rate Hedging Obligations" means, without duplication, any and
         all  obligations  of the Parent or any Restricted  Subsidiary,  whether
         absolute or contingent and howsoever and whensoever  created,  arising,
         evidenced  or  acquired   (including   all  renewals,   extensions  and
         modifications  thereof and substitutions  therefor),  under (i) any and
         all agreements,  devices or  arrangements  designed to protect at least
         one of the parties  thereto from the  fluctuations  of interest  rates,
         exchange  rates or forward  rates  applicable  to such party's  assets,
         liabilities or exchange  transactions,  including,  but not limited to,
         Dollar-denominated or cross-currency interest rate exchange agreements,
         forward  currency  exchange  agreements,  interest  rate cap or  collar
         protection agreements,  forward rate currency or interest rate options,
         puts,  warrants  and  those  commonly  known as  interest  rate  "swap"
         agreements;  (ii) all other "derivative instruments" as defined in FASB
         133 and which are subject to the  reporting  requirements  of FASB 133;
         and (iii) any and all cancellations,  buybacks, reversals, terminations
         or assignments of any of the foregoing.

                  "Rating"   means  the  debt  rating   assigned  to  long-term,
         unsecured,  unenhanced  senior  Indebtedness  of the  Parent by S&P and
         Moody's.

                  "Rating  Election"  means the one-time  right of the Parent to
         elect to have the Applicable Margin thereafter  determined based on the
         Rating so long as at all times  thereafter  the Rating is not less than
         BB by S&P and Ba2 by Moody's  and if the Rating is less than  either BB
         or  Ba2  the  Applicable  Margin  shall  at  all  times  thereafter  be
         determined based upon the Consolidated Leverage Ratio.

                  "Registrar" means, with respect to any Subsidiary  Securities,
         any  Person   authorized  or  obligated  to  maintain  records  of  the
         registration of ownership or transfer of ownership of interests in such
         Subsidiary Securities,  and in the event no such Person shall have been
         expressly  designated by the related  Subsidiary,  shall mean (i) as to
         any  corporation  or  limited  liability  company,  its  Secretary  (or
         comparable  official),  and  (ii) as to any  partnership,  its  general
         partner (or managing general partner if one shall have been appointed).

                  "Regulation D" means Regulation D of the Board as the same may
         be amended or supplemented from time to time.

                  "Reimbursement   Obligation"  shall  mean  at  any  time,  the
         obligation  of the  Borrowers  with  respect to any Letter of Credit to
         reimburse  the  Issuing  Bank and the  Lenders  to the  extent of their
         respective Participations (including by the receipt by the Issuing Bank
         of  proceeds  of Loans  pursuant  to Section  2.2(c)(iii))  for amounts
         theretofore  paid by the Issuing Bank  pursuant to a drawing under such
         Letter of Credit.

                  "Repurchase  Agreement" means a repurchase  agreement  entered
         into  with  any  financial   institution   whose  debt  obligations  or
         commercial  paper are rated "A" by either of S&P or Moody's or "A-1" by
         S&P or "P-1" by Moody's.

                  "Required Lenders" means, as of any date, Lenders on such date
         having Credit Exposures (as defined below) aggregating at least 66-2/3%
         of the aggregate  Credit Exposures of all the Lenders on such date. For
         purposes of the preceding sentence, the amount of the "Credit Exposure"
         of each Lender shall be equal at all times (a) other than following the
         occurrence and during the  continuance  of an Event of Default,  to the
         sum of its Revolving Credit Commitment and Term Loan  Commitments,  and
         (b) following the occurrence and during the  continuance of an Event of
         Default,  to the sum of (i) the  amount  of  such  Lender's  Applicable
         Commitment Percentage of Term Loan Outstandings plus (ii) the aggregate
         principal amount of such Lender's Applicable  Commitment  Percentage of
         Revolving  Credit  Outstandings  plus (iii) the amount of such Lender's
         Applicable  Commitment  Percentage of Letter of Credit Outstandings and
         Swing  Line  Outstandings;  provided  that,  for  the  purpose  of this
         definition  only,  (A) if any  Lender  shall  have  failed  to fund its
         Applicable  Commitment  Percentage  of any Advance,  then the Term Loan
         Commitment  or Revolving  Credit  Commitment,  as  applicable,  of such
         Lender  shall be deemed  reduced by the amount it so failed to fund for
         so long  as such  failure  shall  continue  and  such  Lender's  Credit
         Exposure  attributable  to such  failure  shall be  deemed  held by any
         Lender making more than its  Applicable  Commitment  Percentage of such
         Advance to the extent it covers such  failure,  (B) if any Lender shall
         have  failed to pay to the  Issuing  Bank upon  demand  its  Applicable
         Commitment  Percentage  of any  drawing  under  any  Letter  of  Credit
         resulting  in  an  outstanding  Reimbursement  Obligation  (whether  by
         funding its Participation  therein or otherwise),  such Lender's Credit
         Exposure  attributable  to all Letter of Credit  Outstandings  shall be
         deemed to be held by the Issuing  Bank until such Lender shall pay such
         deficiency amount to the Issuing Bank together with interest thereon as
         provided in Section 4.9 and (C) if any Lender  shall have failed to pay
         to Bank of America on demand its  Applicable  Commitment  Percentage of
         any Swing Line Loan  (whether by funding its  Participation  therein or
         otherwise),  such Lender's  Credit  Exposure  attributable to all Swing
         Line  Outstandings  shall be deemed to be held by Bank of America until
         such  Lender  shall  pay  such  deficiency  amount  to Bank of  America
         together with interest thereon as provided in Section 4.9.



                                       22
<PAGE>

                  "Reserve  Requirement" means, at any time, the maximum rate at
         which reserves (including,  without limitation, any marginal,  special,
         supplemental,  or emergency  reserves)  are  required to be  maintained
         under regulations issued from time to time by the Board of Governors of
         the Federal  Reserve  System (or any  successor) by member banks of the
         Federal Reserve System against "Eurocurrency liabilities" (as such term
         is used in Regulation D). Without limiting the effect of the foregoing,
         the Reserve Requirement shall reflect any other reserves required to be
         maintained  by such member  banks with  respect to (i) any  category of
         liabilities   which  includes   deposits  by  reference  to  which  the
         Eurodollar Rate is to be determined, or (ii) any category of extensions
         of credit or other  assets which  include  Eurodollar  Rate Loans.  The
         Eurodollar  Rate  shall  be  adjusted  automatically  on  and as of the
         effective date of any change in the Reserve Requirement.

                  "Restricted   Payment"   means  (a)  any   dividend  or  other
         distribution, direct or indirect, on account of any shares of any class
         of stock of  Parent  or any  Subsidiary  Securities  of its  Restricted
         Subsidiaries  (other than those payable or distributable  solely to the
         Parent) now or hereafter outstanding,  except a dividend payable solely
         in shares of a class of stock to the  holders  of that  class;  (b) any
         redemption,   conversion,  exchange,  retirement  or  similar  payment,
         purchase or other  acquisition  for value,  direct or indirect,  of any
         shares  of any  class  of  stock  of  Parent  or any of its  Restricted
         Subsidiaries  (other than those payable or distributable  solely to the
         Borrower) now or hereafter outstanding; (c) any payment made to retire,
         or to obtain the surrender  of, any  outstanding  warrants,  options or
         other  rights to acquire  shares of any class of stock of the Parent or
         any  Subsidiary  Securities  of  its  Restricted  Subsidiaries  now  or
         hereafter  outstanding;  and (d) any  issuance  and sale of  Subsidiary
         Securities of any  Restricted  Subsidiary of the Parent (or any option,
         warrant or right to acquire such stock) other than to the Parent.



                                       23
<PAGE>

                  "Restricted  Subsidiary"  means all Subsidiaries of the Parent
         other than Delta and Subsidiaries of Delta.

                  "Revolving  Credit  Commitment"  means,  with  respect to each
         Lender,  the obligation of such Lender to make  Revolving  Loans to the
         Borrowers  up  to  an  aggregate  principal  amount  at  any  one  time
         outstanding equal to such Lender's Applicable  Commitment Percentage of
         the Total Revolving Credit Commitment.

                  "Revolving  Credit  Facility" means the facility  described in
         Section 2.2 hereof  providing for Loans to the Borrowers by the Lenders
         in the  aggregate  principal  amount  of  the  Total  Revolving  Credit
         Commitment.

                  "Revolving  Credit  Outstandings"  means,  as of any  date  of
         determination,  the aggregate  principal  amount of all Revolving Loans
         then outstanding.

                  "Revolving  Credit  Termination  Date"  means  (i) the  Stated
         Termination  Date or (ii) such earlier date of  termination of Lenders'
         obligations pursuant to Section 11.1 upon the occurrence of an Event of
         Default,  or (iii)  such  date as the  Borrowers  may  voluntarily  and
         permanently  terminate the Revolving Credit Facility by payment in full
         of all  Revolving  Credit  Outstandings,  Swing Line  Outstandings  and
         Letter  of Credit  Outstandings  and  cancellation  of all  Letters  of
         Credit, together with all accrued and unpaid interest thereon.

                  "Revolving  Loan" means any  borrowing  pursuant to an Advance
         under the Revolving Credit Facility in accordance with Section 2.2.

                  "Revolving Notes" means, collectively, the promissory notes of
         the Borrowers  evidencing Revolving Loans executed and delivered to the
         Lenders as provided in Section 2.4 substantially in the form of Exhibit
         F-1,  with  appropriate  insertions  as to amounts,  dates and names of
         Lenders.

                  "S&P" means  Standard & Poor's  Ratings  Group,  a division of
         McGraw-Hill.

                  "Security  Agreement" means,  collectively (or individually as
         the context may indicate),  (i) the Security  Agreement dated as of the
         date  hereof  by  the  Borrowers  and  Restricted  Subsidiaries  to the
         Administrative   Agent  and  (ii)  any  additional  Security  Agreement
         delivered to the  Administrative  Agent  pursuant to Section  9.20,  as
         hereafter modified, amended or supplemented from time to time.



                                       24
<PAGE>

                  "Security   Instruments"  means,   collectively,   the  Pledge
         Agreement,  the Note Pledge Agreement,  the Security  Agreement and all
         other agreements (including control agreements),  instruments and other
         documents,  whether now existing or  hereafter  in effect,  pursuant to
         which the Borrowers or any Restricted  Subsidiary shall grant or convey
         to the  Administrative  Agent or the  Lenders  a Lien in,  or any other
         Person shall acknowledge any such Lien in, property as security for all
         or any  portion  of the  Obligations,  as any of them  may be  amended,
         modified or supplemented from time to time.

                  "Segment" means a portion of a Term Loan (or all thereof) with
         respect to which a particular  interest  rate is (or is proposed to be)
         applicable.

                  "Solvent" means, when used with respect to any Person, that at
         the time of determination:


     (a) the fair value of its  assets  (both at fair  valuation  and at present
fair saleable value on an orderly basis) is in excess of the total amount of its
liabilities, including Contingent Obligations; and

     (b) it is then able and expects to be able to pay its debts as they mature;
and

     (c) it has capital  sufficient to carry on its business as conducted and as
proposed to be conducted.

                  "Stated Termination Date" means October 14, 2002.

                  "Subsidiary"  means any  corporation  or other entity in which
         more than 50% of its outstanding  Voting Securities or more than 50% of
         all equity  interests  is owned  directly or  indirectly  by a Borrower
         and/or by one or more of a Borrower's Subsidiaries.

                  "Subsidiary  Securities"  means the shares of capital stock or
         the other equity  interests issued by or equity  participations  in any
         Restricted  Subsidiary,  whether or not constituting a "security" under
         Article  8  of  the  Uniform  Commercial  Code  as  in  effect  in  any
         jurisdiction,  but excluding the Beverage  Plastics Company  Management
         Stock.

                  "Swap  Agreement"  means  one or  more  agreements  among  the
         Borrowers and any Person with respect to Indebtedness  evidenced by any
         or all of the Notes, on terms mutually acceptable to Borrowers and such
         Person and approved by the Required  Lenders,  which agreements  create
         Rate Hedging Obligations;  provided,  however, that no such approval of
         the Lenders shall be required to the extent such agreements are entered
         into  between  the  Borrower  and any  Lender or any  affiliate  of any
         Lender.

                  "Swing Line" means the revolving line of credit established by
         Bank of America in favor of the Borrowers pursuant to Section 2.5.

                  "Swing Line Loans"  means loans made by Bank of America to the
         Borrowers pursuant to Section 2.5.



                                       25
<PAGE>

                  "Swing Line Note" means the promissory  note of the  Borrowers
         evidencing  the Swing Line executed and delivered to Bank of America as
         provided in Section 2.4 substantially in the form of Exhibit F-2.

                  "Swing   Line   Outstandings"   means,   as  of  any  date  of
         determination,  the aggregate  principal amount of all Swing Line Loans
         then outstanding.

                  "Term  Loans"  means  each of the Term  Loan A and Term Loan B
         made pursuant to the Term Loan  Facilities  in accordance  with Section
         2.1.

                  "Term Loan A" means the loan made  pursuant to the Term Loan A
         Facility.

                  "Term Loan A Commitment"  means,  with respect to each Lender,
         the  obligation of a Term Loan A Lender to make available the Term Loan
         A to the  Borrowers  in a  principal  amount  equal to such Term Loan A
         Lender's  Applicable  Commitment  Percentage  of the Total  Term Loan A
         Commitment as set forth on Exhibit A hereto.

                  "Term Loan A Facility" means the facility described in Section
         2.1 hereof providing for a Term Loan to the Borrowers by the Lenders in
         the original principal amount of $30,000,000.

                  "Term  Loan A Lender"  means  each  Lender  having a Term Loan
         Commitment,  including as of the Closing Date the Lenders  indicated on
         Exhibit A hereto as having a Term Loan A Commitment.

                  "Term Loan A Maturity Date" means October 14, 2002.

                  "Term  Loan  A   Outstandings"   means,  as  of  the  date  of
         determination,  the aggregate  principal amount of the outstanding Term
         Loans A and all accrued interest thereon.

                  "Term  Loan A  Termination  Date"  means  (i) the Term  Loan A
         Maturity Date or (ii) such earlier date of termination of a Term Loan A
         Lenders'   obligations   pursuant  to  Section  11.1  hereof  upon  the
         occurrence  of an Event of Default or (iii) such date as the  Borrowers
         may voluntarily  and  permanently  terminate the applicable Term Loan A
         Facility by payment in full of all  Obligations  incurred in connection
         with such Term Loan A.

                  "Term Loan B" means the loan made  pursuant to the Term Loan B
         Facility.

                  "Term Loan B Commitment"  means,  with respect to each Lender,
         the  obligation of a Term Loan B Lender to make available the Term Loan
         B to the  Borrowers  in a  principal  amount  equal to such Term Loan B
         Lender's  Applicable  Commitment  Percentage  of the Total  Term Loan B
         Commitment, as set forth in Exhibit A hereto.

                  "Term Loan B Facility" means the facility described in Section
         2.1 hereof providing for the Term Loan to the Borrowers in the original
         principal amount of $65,000,000.



                                       26
<PAGE>

                  "Term Loan B Lender"  means each  Lender  having a Term Loan B
         Commitment,  including as of the Closing Date the Lenders  indicated on
         Exhibit A hereto as having a Term Loan B Commitment.

                  "Term Loan B Maturity Date" means October 14, 2003.

                  "Term  Loan  B   Outstandings"   means,  as  of  the  date  of
         determination, the aggregate principal amount of outstanding Term Loans
         B and all accrued interest thereon.

                  "Term  Loan B  Termination  Date"  means  (i) the Term  Loan B
         Maturity Date or (ii) such earlier date of termination of a Term Loan B
         Lender's   obligations   pursuant  to  Section  11.1  hereof  upon  the
         occurrence  of an Event of Default or (iii) such date as the  Borrowers
         may voluntarily  and  permanently  terminate the applicable Term Loan B
         Facility by payment in full of all  Obligations  incurred in connection
         with such Term Loan B.

                  "Term Loan Commitment"  means,  collectively,  the Term Loan A
         Commitment and the Term Loan B Commitment.

                  "Term Loan Facilities"  means the Term Loan A Facility and the
         Term Loan B Facility.

                  "Term   Loan   Outstandings"   means,   as  of  any   date  of
         determination,  the sum of Term  Loan A  Outstandings  and Term  Loan B
         Outstandings at such date.

                  "Term Loan Termination Date" means the date upon which each of
         the Term Loan A Termination Date and the Term Loan B Termination  shall
         have occurred.

                  "Term  Notes"  means,  collectively,  the Term A Notes and the
         Term B Notes.

                  "Term A Notes" means,  collectively,  the promissory  notes of
         the Borrowers evidencing Term Loan A executed and delivered to the Term
         Loan A Lenders as provided in Section 2.4 hereof  substantially  in the
         form of Exhibit F-2 hereto, with appropriate  insertions as to amounts,
         dates and names of Term Loan A Lenders.

                  "Term B Notes" means,  collectively,  the promissory  notes of
         the Borrowers evidencing Term Loan B executed and delivered to the Term
         Loan B Lenders as provided in Section 2.4 hereof  substantially  in the
         form of Exhibit F-3 hereto, with appropriate  insertions as to amounts,
         dates and names of Term Loan B Lenders.

                  "Termination  Event" means: (i) a "Reportable Event" described
         in Section 4043 of ERISA and the regulations  issued thereunder (unless
         the notice  requirement has been waived by applicable  regulation);  or
         (ii) the  withdrawal of either  Borrower or any ERISA  Affiliate from a
         Pension  Plan  during  a plan  year  in  which  it  was a  "substantial
         employer" as defined in Section  4001(a)(2) of ERISA or was deemed such
         under Section  4062(e) of ERISA;  or (iii) the termination of a Pension
         Plan,  the filing of a notice of intent to  terminate a Pension Plan or
         the  treatment  of a Pension  Plan  amendment  as a  termination  under
         Section  4041 of  ERISA;  or (iv) the  institution  of  proceedings  to
         terminate  a  Pension  Plan by the  PBGC;  or (v) any  other  event  or
         condition which would constitute grounds under Section 4042(a) of ERISA
         for the  termination of, or the appointment of a trustee to administer,
         any Pension Plan; or (vi) the partial or complete  withdrawal of either
         Borrower or any ERISA Affiliate from a Multiemployer Plan; or (vii) the
         imposition of a Lien pursuant to Section 412 of the Code or Section 302
         of  ERISA;  or (viii)  any  event or  condition  which  results  in the
         reorganization or insolvency of a Multiemployer Plan under Section 4241
         or Section 4245 of ERISA, respectively;  or (ix) any event or condition
         which results in the termination of a Multiemployer  Plan under Section
         4041A  of  ERISA  or the  institution  by the  PBGC of  proceedings  to
         terminate a Multiemployer  Plan under Section 4042 of ERISA; or (x) any
         event or condition  with respect to any Employee  Benefit Plan which is
         regulated by any Foreign Benefit Law that results in the termination of
         such Employee  Benefit Plan or the revocation of such Employee  Benefit
         Plan's authority to operate under the applicable Foreign Benefit Law.



                                       27
<PAGE>

                  "Total  Letter of Credit  Commitment"  means an amount  not to
         exceed $2,500,000.

                  "Total Revolving Credit  Commitment"  means a principal amount
         equal to  $90,000,000,  as reduced from time to time in accordance with
         Section 2.2(e).

                  "Total Term Loan A Commitment"  means a principal amount equal
         to $30,000,000.

                  "Total Term Loan B Commitment"  means a principal amount equal
         to $65,000,000.

                  "Total Term Loan  Commitment"  means the sum of the Total Term
         Loan A Commitment and the Total Term Loan B Commitment.

                  "Transaction Documents" means the Delta Exchange Agreement and
         the Dakota Exchange  Agreement and each other agreement entered into in
         effecting the transactions described in such Exchange Agreements.

                  "Type" shall mean any type of Loan (i.e., a Base Rate Loan or
         a Eurodollar Rate Loan).

                  "Voting  Securities" means shares of capital stock issued by a
         corporation,  or equivalent  interests in any other Person, the holders
         of which are ordinarily,  in the absence of contingencies,  entitled to
         vote for the  election  of  directors  (or persons  performing  similar
         functions)  of such  Person,  even if the  right  so to vote  has  been
         suspended by the happening of such a contingency.

                  "Year  2000   Compliant"   means  all  computer   applications
         (including  those affected by  information  received from its suppliers
         and  vendors)  that  are  material  to the  Borrowers'  or any of their
         Subsidiaries' business and operations will on a timely basis be able to
         perform properly  date-sensitive  functions  involving all dates on and
         after January 1, 2000;

                  "Year 2000 Problem" means the risk that computer  applications
         used  by the  Borrower  or any of  its  Subsidiaries  (including  those
         affected by information received from its suppliers and vendors) may be
         unable to  recognize  and  perform  properly  date-sensitive  functions
         involving certain dates on and after January 1, 2000.



                                       28
<PAGE>

     1.2  Rules of Interpretation .

     (a) All  accounting  terms not  specifically  defined herein shall have the
meanings assigned to such terms and shall be interpreted in accordance with GAAP
applied on a Consistent Basis.

     (b) Each term defined in Articles 1, 8 or 9 of the North  Carolina  Uniform
Commercial  Code shall have the meaning given therein unless  otherwise  defined
herein,  except  to the  extent  that the  Uniform  Commercial  Code of  another
jurisdiction  is  controlling,  in which case such terms  shall have the meaning
given in the Uniform Commercial Code of the applicable jurisdiction.

     (c) The headings,  subheadings  and table of contents used herein or in any
other Loan  Document  are  solely for  convenience  of  reference  and shall not
constitute a part of any such  document or affect the meaning,  construction  or
effect of any provision thereof.

     (d) Except as otherwise expressly provided, references in any Loan Document
to articles, sections,  paragraphs,  clauses, annexes, appendices,  exhibits and
schedules are references to articles,  sections,  paragraphs,  clauses, annexes,
appendices, exhibits and schedules in or to such Loan Document.

     (e) All  definitions  set forth herein or in any other Loan Document  shall
apply to the singular as well as the plural form of such defined  term,  and all
references  to the masculine  gender shall include  reference to the feminine or
neuter gender, and vice versa, as the context may require.

     (f)  When  used  herein  or in any  other  Loan  Document,  words  such  as
"hereunder,"  "hereto,"  "hereof"  and  "herein"  and other words of like import
shall, unless the context clearly indicates to the contrary,  refer to the whole
of  the  applicable  document  and  not  to  any  particular  article,  section,
subsection, paragraph or clause thereof.

     (g)  References  to  "including"   means  including  without  limiting  the
generality of any  description  preceding such term, and for purposes hereof the
rule of ejusdem  generis shall not be  applicable to limit a general  statement,
followed by or  referable  to an  enumeration  of specific  matters,  to matters
similar to those specifically mentioned.

     (h)  Except as  otherwise  expressly  provided,  all dates and times of day
specified  herein  shall  refer to such  dates  and  times at  Charlotte,  North
Carolina.



                                       29
<PAGE>

     (i) Whenever  interest rates or fees are established in whole or in part by
reference  to a  numerical  percentage  expressed  as  "___%,"  such  arithmetic
expression  shall be interpreted in accordance with the convention that 1% = 100
basis points.

     (j) Each of the  parties  to the Loan  Documents  and  their  counsel  have
reviewed and revised, or requested (or had the opportunity to request) revisions
to, the Loan Documents,  and any rule of construction that ambiguities are to be
resolved  against the drafting party shall be inapplicable in the construing and
interpretation of the Loan Documents and all exhibits,  schedules and appendices
thereto.

     (k) Any  reference  to an  officer  of a  Borrower  or any other  Person by
reference  to the title of such  officer  shall be deemed to refer to each other
officer of such Person,  however  titled,  exercising the same or  substantially
similar functions.

     (l) All  references  to any  agreement or document as amended,  modified or
supplemented, or words of similar effect, shall mean such document or agreement,
as the case may be, as amended,  modified or supplemented from time to time only
as and to the extent permitted therein and in the Loan Documents.

     1.3 Acquisition Accounting .

     In the event of the occurrence of an Acquisition  (a) of a line of business
of  a  Person  the  Borrower  shall,  in  determining  Consolidated  EBITDA  and
Consolidated Fixed Charges for the three  Four-Quarter  Periods ending after the
date of such Acquisition, annualize the results of operations of the business so
acquired for the one, two and three quarter periods,  respectively,  ending next
following  the  date of  Acquisition  by (i) in the case of the  quarter  period
during which such Acquisition occurs,  dividing the results of operation for the
period from the date of  Acquisition to the end of such quarter by the number of
days during such  quarter  that remain  following  the date of  Acquisition  and
multiplying the result by 90 (the "First Quarter  Results") and then multiplying
the First Quarter  Results by 4, (ii)  multiplying  the sum of the First Quarter
Results  and  the  second  quarter  results  of  operations  by two,  and  (iii)
multiplying  the sum of the  First  Quarter  Results  and the  second  and third
quarter  results of operations by  four-thirds;  and (b) in connection  with the
Acquisition of all of the equity  interest or assets of a Person,  for the three
Four-Quarter  Periods  ending  next  following  the  date of  such  Acquisition,
Consolidated  EBITDA and Consolidated Fixed Charges shall include the results of
operations  of the Person so acquired (or whose assets are so  acquired),  which
amounts  shall be  determined  on an  historical  pro  forma  basis and with the
consent of the Administrative Agent may include non-recurring charges which will
be eliminated by reason of such Acquisition.



                                       30
<PAGE>

                                   ARTICLE II
                             The Credit Facilities

2.1    Term Loan .

     (a) Subject to the terms and conditions of this Agreement, each Lender with
a Term Loan A Commitment  and/or a Term Loan B  Commitment,  as the case may be,
severally  agrees to make (i) an Advance of the Term Loan A on the Closing  Date
in an amount equal to its  Applicable  Commitment  Percentage  of the Total Term
Loan A Commitment, and (ii) an Advance of the Term Loan B on the Closing Date in
an amount equal to its Applicable Commitment Percentage of the Total Term Loan B
Commitment,  in each case, by wire transfer to the  Administrative  Agent.  Such
wire  transfer  shall be directed to the  Administrative  Agent at the Principal
Office and shall be in the form of immediately available Dollars . The amount so
received by the Administrative  Agent shall, subject to the terms and conditions
of this Agreement,  be made available to the respective  Borrower as directed in
the  Borrowing  Notice by delivery  of the  proceeds  thereof to the  respective
Borrower's  Account  or  otherwise  as  shall  be  directed  by  the  Authorized
Representative and reasonably  acceptable to the Administrative Agent. Each Term
Loan shall be available in a single draw in Dollars at Closing.

     (b) Payment of Principal.  (i) The principal amount of Term Loan A and Term
Loan B shall be repaid by the Borrowers on the dates and in the amounts (subject
to the provisions of Section 4.2 and 4.4) hereof set forth below:



                                       31
<PAGE>

                                          Amount
         Date             Term Loan A                Term Loan B

December 31, 1999         $1,250,000                 $     162,500
March 31, 2000            $1,250,000                 $     162,500
June 30, 2000             $1,250,000                 $     162,500
September 30, 2000        $1,250,000                 $     162,500
December 31, 2000         $1,875,000                 $     162,500
March 31, 2001            $1,875,000                 $     162,500
June 30, 2001             $1,875,000                 $     162,500
September 30, 2001        $1,875,000                 $     162,500
December 31, 2001         $4,375,000                 $     162,500
March 31, 2002            $4,375,000                 $     162,500
June 30, 2002             $4,375,000                 $     162,500
September 30, 2002        $4,375,000                 $     162,500
December 31, 2002         $     -0-                  $15,762,500
March 31, 2003            $     -0-                  $15,762,500
June 30, 2003             $     -0-                  $15,762,500
September 30, 2003        $     -0-                  $15,762,500

; provided,  however,  that the entire amount of Term Loan Outstandings shall be
due and payable in full on the Term Loan Termination Date.

     (c) Optional Prepayments.  The Borrowers may prepay the Term Loans in whole
or in part from time to time on any Business  Day,  without  penalty or premium,
upon at least three (3)  Business  Days'  telephonic  notice from an  Authorized
Representative  (effective  upon receipt) to the  Administrative  Agent prior to
10:30 A.M.,  which notice shall be  irrevocable.  The Authorized  Representative
shall  provide  the  Administrative  Agent  written  confirmation  of each  such
telephonic notice but failure to provide such confirmation  shall not affect the
validity  of such  telephonic  notice.  Any  prepayment,  whether of a Base Rate
Segment or a Eurodollar Rate Segment,  shall be made at a prepayment price equal
to (i) the amount of principal  to be prepaid,  plus (ii) all accrued and unpaid
interest on the amount so prepaid,  to the date of prepayment.  All  prepayments
under this  Section  2.1(d)  shall be made in the  minimum  principal  amount of
$5,000,000  or any  integral  multiple of  $1,000,000  --------------  in excess
thereof (or in the entire remaining  principal  balance of the Term Loans),  and
all such  prepayments  of principal  shall be applied pro rata among Term Loan A
Outstandings  and Term Loan B  Outstandings  to  installments  of  principal  in
inverse order of their maturities.

     (d)  Mandatory  Prepayments.  In  addition  to  the  required  payments  of
principal  of the Term  Loans  set  forth in  Section  2.1(b)  and any  optional
payments of principal  of the Term Loans  effected  under  Section  2.1(c),  the
Borrowers shall make the following required  prepayments of the Term Loans, each
such  payment  to be made to the  Administrative  Agent for the  benefit  of the
Lenders within the time period specified below:

          (i) Equity  Offerings.  The Borrowers  shall make, or shall cause each
     applicable  Restricted  Subsidiary  to make, a prepayment of the Term Loans
     from the Net  Proceeds of any Equity  Offering in an amount  equal to fifty
     percent  (50%) of such Net  Proceeds.  Each such  prepayment  shall be made
     within  fifteen (15) Business Days of receipt of such Net Proceeds and upon
     not less than three (3) Business' Days written notice to the Administrative
     Agent,  and shall  include  within  one (1)  Business  Day of  repayment  a
     certificate  of an  Authorized  Representative  setting forth in reasonable
     detail  the  calculations  utilized  in  computing  the  amount  of the Net
     Proceeds.



                                       32
<PAGE>

          (ii) Debt  Offerings.  The  Borrowers  shall make, or shall cause each
     applicable  Restricted  Subsidiary  to make, a prepayment of the Term Loans
     from  the Net  Proceeds  of any Debt  Offering  in an  amount  equal to one
     hundred percent (100%) of such Net Proceeds.  Each such prepayment shall be
     made within  fifteen (15) Business Days of receipt of such Net Proceeds and
     upon  not  less  than  three  (3)  Business'  Days  written  notice  to the
     Administrative  Agent,  and shall  include  within one (1)  Business Day of
     repayment a certificate  of an Authorized  Representative  setting forth in
     reasonable detail the calculations  utilized in computing the amount of the
     Net Proceeds.

          (iii) Asset  Dispositions.  The  Borrowers  shall make, or shall cause
     each  applicable  Restricted  Subsidiary  to make, a prepayment of the Term
     Loans from the Net Proceeds of any Asset  Disposition in an amount equal to
     one hundred percent (100%) of such Net Proceeds. Each such prepayment shall
     be made within  fifteen (15)  Business Days of receipt of such Net Proceeds
     and upon not less  than  three (3)  Business'  Days  written  notice to the
     Administrative  Agent,  which  notice  shall  include a  certificate  of an
     Authorized   Representative   setting  forth  in   reasonable   detail  the
     calculations utilized in computing the amount of the Net Proceeds.

          (iv) Insurance or Condemnation  Proceeds. The Borrowers shall make, or
     shall cause each applicable  Restricted Subsidiary to make, a prepayment of
     the Term  Loans in an amount  equal to one  hundred  percent  (100%) of the
     proceeds of any condemnation or insurance;  provided,  however, that to the
     extent no Default or Event of Default has  occurred and is  continuing,  no
     such  prepayment  shall be  required  with  respect to  proceeds  which are
     reinvested  by the  Borrowers  in  repair  of any  damaged  property  or in
     replacement  property  of  approximately  equivalent  or greater  value and
     utility  as the  property  subject to such  taking or loss  within 180 days
     following receipt of such proceeds.  Each such prepayment shall be made (A)
     within  fifteen (15) Business Days of receipt of such proceeds and upon not
     less than three (3)  Business'  Days written  notice to the  Administrative
     Agent unless the Borrowers shall have delivered to the Administrative Agent
     a certificate  setting forth the amount of such  proceeds,  confirming  the
     intent of the  Borrowers to reinvest  such  proceeds as provided  above and
     containing a detailed  description of the plan of reinvestment with respect
     to such proceeds or (B) upon  expiration of 180 days  following  receipt of
     such  proceeds  if a  certificate  referred to in clause (A) above has been
     received by the Agent but such reinvestment has not been consummated within
     the 180 day reinvestment period referred to above.

          (v) Pledged  Notes.  The Parent  shall make a  prepayment  of the Term
     Loans in an amount  equal to one hundred  percent  (100%) of all  principal
     payments made by Delta with respect to the Delta  Subordinated  Notes. Each
     such  prepayment  shall be made within five (5) Business Days of receipt of
     such payment and upon not less than three (3) Business Days' written notice
     to the Administrative Agent.



                                       33
<PAGE>

     All mandatory  prepayments  made  pursuant to this Section  2.1(d) shall be
applied first to repay the Term Loans on a pro rata basis (that is, based on the
ratio each outstanding Term Loan bears to Term Loan Outstandings) until the Term
Loan  Outstandings  have been paid in full and then to reduce  Revolving  Credit
Outstandings,  if any. Each mandatory prepayment in an amount less than the Term
Loan  Outstandings  shall be applied pro rata to each  remaining  installment of
Term Loan A and Term Loan B (or if no Term Loan A Outstandings  then exist,  pro
rata  to each  remaining  installment  of  Term  Loan  B) in  inverse  order  of
maturities;  provided,  however,  that any  holder of Term Loan B shall have the
right  by  the  giving  of at  least  one  day's  prior  written  notice  to the
Administrative Agent to refuse prepayment of all or a portion of the Term Loan B
held by it if, but only to the extent that after  giving  effect to such partial
prepayment (and any reallocation of all refused Term Loan B repayments  provided
for  herein),  a  portion  of  Term  Loan A will  remain  outstanding,  and  any
prepayment so refused shall be applied to prepay the remaining  installments  of
Term Loan A in inverse order of  maturities.  If the amount of Term Loan B as to
which  prepayment  is  refused  is in  excess  of  the  remaining  Term  Loan  A
Outstandings,  then the  Administrative  Agent shall pro rate the amount of Term
Loan B which can be paid among holders of Term Loan A based upon the  proportion
that the principal  amount of Term Loan A held by each Lender bears to the Total
Term Loan A  Outstandings.  The  holders  of Term Loan B shall  have no right to
refuse  prepayment  of all or any  portion of Term Loan B to the extent that the
aggregate amount so refused in connection with any prepayment exceeds the amount
of Term Loan A Outstandings.  Any prepayment of an Eurodollar Rate Loan pursuant
to this Section 2.1(d) other than on the last day of an Interest Period shall be
accompanied by the additional  payment,  if any, required by Section 6.5 hereof.
Any  repayment  of  Revolving  Credit  Outstandings  with  proceeds  of an Asset
Disposition  shall  permanently  reduce the Total Revolving Credit Commitment by
the amount of such payment.

     2.2 Revolving Loans .

     (a) Commitment. Subject to the terms and conditions of this Agreement, each
Lender  severally  agrees to make Advances to the Borrowers  under the Revolving
Credit  Facility  from time to time from the  Closing  Date until the  Revolving
Credit Termination Date on a pro rata basis as to the total borrowing  requested
by a Borrower  on any day  determined  by such  Lender's  Applicable  Commitment
Percentage  up to but not  exceeding  the  Revolving  Credit  Commitment of such
Lender, provided,  however, that the Lenders will not be required and shall have
no  obligation  to make any such Advance (i) so long as a Default or an Event of
Default has occurred and is continuing or (ii) if the  Administrative  Agent has
accelerated the maturity of any of the Notes as a result of an Event of Default;
provided  further,  however,  that immediately  after giving effect to each such
Advance,  the amount of  Revolving  Credit  Outstandings  plus  Letter of Credit
Outstandings plus Swing Line  Outstandings  shall not exceed the Total Revolving
Credit  Commitment.  Within  such  limits  and  subject  to the other  terms and
conditions of this Agreement, the Borrowers may borrow, repay and reborrow under
the Revolving Credit Facility on a Business Day from the Closing Date until, but
(as  to  borrowings  and  reborrowings)  not  including,  the  Revolving  Credit
Termination Date.

     (b) Amounts.  The amount of Revolving  Credit  Outstandings  plus Letter of
Credit  Outstandings plus Swing Line  Outstandings  shall not exceed at any time
the  Total  Revolving  Credit  Commitment,  and,  in the  event  there  shall be
outstanding any such excess,  the Borrowers shall immediately make such payments
and  prepayments  as shall be  necessary to comply with this  restriction.  Each
Advance  under the Revolving  Credit  Facility,  other than Base Rate  Refunding
Loans,  shall be in an amount  of at least  $5,000,000,  and,  if  greater  than
$1,000,000, an integral multiple of $1,000,000.



                                       34
<PAGE>

     (c) Advances.

          (i) An Authorized  Representative  shall give the Administrative Agent
(1) at least three (3)  Business  Days'  irrevocable  telephonic  notice of each
Eurodollar  Rate Loan  (whether  representing  an  additional  borrowing  or the
Continuation of a borrowing hereunder or the Conversion of a borrowing hereunder
from a Base Rate Loan to a  Eurodollar  Rate Loan)  prior to 10:30 A.M.  and (2)
irrevocable  telephonic  notice of each Base  Rate  Loan  (other  than Base Rate
Refunding  Loans to the extent the same are effected  without notice pursuant to
Section 2.2(c)(iii) and whether  representing an additional  borrowing hereunder
or the Conversion of borrowing hereunder from Eurodollar Rate Loans to Base Rate
Loans) prior to 10:30 A.M. on the day of such proposed Revolving Loan. Each such
notice  shall be  effective  upon  receipt by the  Administrative  Agent,  shall
specify the amount of the  borrowing,  the type of Revolving  Loan (Base Rate or
Eurodollar  Rate),  the date of borrowing  and, if a Eurodollar  Rate Loan,  the
Interest  Period  to be used in the  computation  of  interest.  The  Authorized
Representative  shall provide the Administrative  Agent written  confirmation of
each such telephonic  notice in the form of a Borrowing  Notice or Interest Rate
Selection  Notice (as  applicable)  with  appropriate  insertions but failure to
provide  such  confirmation  shall not affect the  validity  of such  telephonic
notice.  Notice of receipt of such  Borrowing  Notice or Interest Rate Selection
Notice, as the case may be, together with the amount of each Lender's portion of
an Advance requested  thereunder,  shall be provided by the Administrative Agent
to each Lender by telefacsimile  transmission  with reasonable  promptness,  but
(provided  the  Administrative  Agent shall have  received  such notice by 10:30
A.M.) not later  than 1:00 P.M.  on the same day as the  Administrative  Agent's
receipt of such notice.

          (ii) Not later than 2:00 P.M. on the date specified for each borrowing
under this Section 2.2, each Lender shall,  pursuant to the terms and subject to
the conditions of this Agreement,  make the amount of the Advance or Advances to
be made by it on such day available by wire transfer to the Administrative Agent
in the  amount of its pro rata  share,  determined  according  to such  Lender's
Applicable  Commitment Percentage of the Revolving Loan or Revolving Loans to be
made on such day.  Such wire  transfer  shall be directed to the  Administrative
Agent at the Principal  Office and shall be in the form of Dollars  constituting
immediately  available funds. The amount so received by the Administrative Agent
shall, subject to the terms and conditions of this Agreement,  be made available
to the Borrower by delivery of the proceeds thereof to the applicable Borrower's
Account or otherwise as shall be directed in the applicable  Borrowing Notice by
the Authorized  Representative  and reasonably  acceptable to the Administrative
Agent.

          (iii)  Notwithstanding  the foregoing,  if a drawing is made under any
Letter of Credit, such drawing is honored by the Issuing Bank, and the Borrowers
shall not  immediately  fully  reimburse  the  Issuing  Bank in  respect of such
drawing from other funds  available  to the  Borrowers,  (A)  provided  that the
conditions  to  making  a  Revolving  Loan  as  herein  provided  shall  then be
satisfied,  the Reimbursement Obligation arising from such drawing shall be paid
to the Issuing  Bank by the  Administrative  Agent  without the  requirement  of
notice to or from the Borrowers from immediately  available funds which shall be
advanced  as a Base  Rate  Refunding  Loan to the  Administrative  Agent  at its
Principal Office by each Lender under the Revolving Credit Facility in an amount
equal to such Lender's  Applicable  Commitment  Percentage of such Reimbursement
Obligation,  and (B) if the  conditions  to  making a  Revolving  Loan as herein
provided shall not then be satisfied,  each of the Lenders shall fund by payment
to the  Administrative  Agent  (for  the  benefit  of the  Issuing  Bank) at its
Principal  Office in immediately  available  funds the purchase from the Issuing
Bank of their respective  Participations in the related Reimbursement Obligation
based on their respective Applicable Commitment  Percentages of the Total Letter
of Credit  Commitment.  If a drawing is presented  under any Letter of Credit in
accordance  with the terms  thereof  and the  Borrowers  shall  not  immediately
reimburse  the Issuing Bank in respect  thereof,  then notice of such drawing or
payment  shall be provided  promptly by the Issuing  Bank to the  Administrative
Agent and the  Administrative  Agent  shall  provide  notice  to each  Lender by
telephone or telefacsimile  transmission.  If notice to the Lenders of a drawing
under any  Letter of  Credit is given by the  Administrative  Agent at or before
12:00 noon on any  Business  Day,  each  Lender  shall  either  make a Base Rate
Refunding Loan or fund the purchase of its  Participation  as specified above in
the amount of such Lender's Applicable  Commitment Percentage of such drawing or
payment and shall pay such amount to the Administrative Agent for the account of
the Issuing Bank at the Principal Office in Dollars and in immediately available
funds before 2:30 P.M. on the same  Business  Day. If such notice to the Lenders
is given by the Administrative  Agent after 12:00 noon on any Business Day, each
Lender shall  either make such Base Rate  Refunding  Loan or fund such  purchase
before 12:00 noon on the next following Business Day.

     (d)  Repayment of Revolving  Loans The principal  amount of each  Revolving
Loan shall be due and  payable to the  Administrative  Agent for the  benefit of
each Lender in full on the  Revolving  Credit  Termination  Date,  or earlier as
specifically  provided herein. The principal amount of any Revolving Loan may be
prepaid in whole or in part on any  Business  Day,  upon (A) at least  three (3)
Business Days' irrevocable  telephonic notice in the case of each Revolving Loan
that is a Eurodollar Rate Loan from an Authorized Representative (effective upon
receipt) to the  Administrative  Agent prior to 10:30 A.M.  and (B)  irrevocable
telephonic  notice in the case of each  Revolving  Loan that is a Base Rate Loan
from an Authorized Representative (effective upon receipt) to the Administrative
Agent prior to 10:30 A.M. on the day of such proposed repayment.  The Authorized
Representative  shall provide the Administrative  Agent written  confirmation of
each such telephonic notice but failure to provide such  confirmation  shall not
effect the validity of such  telephonic  notice.  All  prepayments  of Revolving
Loans made by the Borrowers shall be in the amount of $5,000,000 or such greater
amount which is an integral  multiple of $1,000,000,  or the amount equal to all
Revolving Credit Outstandings,  or such other amount as necessary to comply with
Section 2.2(b).

     (e) Voluntary Reductions. The Borrowers shall, by notice from an Authorized
Representative,  have the right from time to time but not more  frequently  than
once each calendar  month,  upon not less than three (3) Business  Days' written
notice to the Administrative Agent,  effective upon receipt, to reduce the Total
Revolving Credit Commitment.  The  Administrative  Agent shall give each Lender,
within one (1) Business Day of receipt of such notice,  telefacsimile notice, or
telephonic notice (confirmed in writing), of such reduction. Each such reduction
shall be in the aggregate  amount of $5,000,000 or such greater  amount which is
in an integral  multiple of $1,000,000,  or the entire remaining Total Revolving
Credit  Commitment,  and shall  permanently  reduce the Total  Revolving  Credit
Commitment.  Each reduction of the Total Revolving  Credit  Commitment  shall be
accompanied  by payment of the Revolving  Loans to the extent that the principal
amount of Revolving Credit  Outstandings plus Letter of Credit Outstandings plus
Swing Line  Outstandings  exceeds the Total Revolving  Credit  Commitment  after
giving effect to such  reduction,  together with accrued and unpaid  interest on
the amounts prepaid.

     2.3 Use of  Proceeds  . The  proceeds  of the  Loans  shall  be used by the
Borrower  exclusively  to (i) repay  the  Existing  Indebtedness,  (ii) fund the
purchase  by the  Parent of the  Delta  Subordinated  Notes,  (iii) pay fees and
expenses  incurred in connection with the  Acquisition  Transaction in an amount
not to exceed  $8,500,000  and (iv) provide  working  capital and other  general
corporate  purposes  of the Parent and its  Restricted  Subsidiaries,  including
Permitted Acquisitions.

     2.4 Notes .

     (a) Revolving Notes. Revolving Loans made by each Lender shall be evidenced
by the  Revolving  Note  payable to the order of such  Lender in the  respective
amount of its Applicable  Commitment  Percentage of the Total  Revolving  Credit
Commitment, which Revolving Note shall be dated the Closing Date or a later date
pursuant to an Assignment and Acceptance and shall be duly  completed,  executed
and delivered by the Borrowers.

     (b) Term Notes. The portion of the Term Loan A and Term Loan B made by each
Lender  shall  be  evidenced  by a Term  Note A and Term  Note B,  respectively,
payable to the order of such Lender in the respective  amount of its Term Loan A
Commitment  and Term Loan B  Commitment,  which  Term  Notes  shall be dated the
Closing Date or a later date pursuant to an Assignment  and Acceptance and shall
be duly completed, executed and delivered by the Borrowers.

     (c) Swing Line Note.  The Swing Line  Outstandings  shall be evidenced by a
separate  Swing  Line Note  payable  to the order of the Bank of  America in the
amount of the Swing Line,  which Note shall be dated the Closing  Date and shall
be duly completed, executed and delivered by the Borrowers.

     2.5 Swing Line .

     (a)  Notwithstanding any other provision of this Agreement to the contrary,
in order to administer the Revolving  Credit Facility in an efficient manner and
to minimize  the  transfer of funds  between  the  Administrative  Agent and the
Lenders,  Bank of America shall make available Swing Line Loans to the Borrowers
prior to the Revolving  Credit  Termination  Date.  Bank of America shall not be
obligated  to make any Swing  Line Loan  pursuant  hereto  (i) if to the  actual
knowledge of Bank of America the Borrowers  are not in  compliance  with all the
conditions to the making of Revolving Loans set forth in this Agreement, (ii) if
after giving effect to such Swing Line Loan, the Swing Line Outstandings  exceed
$5,000,000,  or (iii) if after giving effect to such Swing Line Loan, the sum of
the Swing Line Outstandings,  Revolving Credit Outstandings and Letter of Credit
Outstandings  exceeds the Total Revolving Credit Commitment.  The Borrowers may,
subject to the conditions set forth in the preceding sentence, borrow, repay and
reborrow  under this  Section  2.5.  Unless  notified to the contrary by Bank of
America,  borrowings under the Swing Line shall be made in the minimum amount of
$100,000 or, if greater, in amounts which are integral multiples of $100,000, or
in the amount  necessary  to effect a Base Rate  Refunding  Loan,  upon  written
request by telefacsimile transmission,  effective upon receipt, by an Authorized
Representative made to Bank of America not later than 12:30 P.M. on the Business
Day of the requested  borrowing.  Each such  Borrowing  Notice shall specify the
amount of the borrowing  and the date of borrowing,  and shall be in the form of
Exhibit D-2, with  appropriate  insertions.  Unless  notified to the contrary by
Bank of America, each repayment of a Swing Line Loan shall be in an amount which
is an integral  multiple of $100,000 or the  aggregate  amount of all Swing Line
Outstandings.



                                       37
<PAGE>

     (b) The  interest  payable on Swing Line Loans is solely for the account of
Bank of America. Swing Line Loans shall bear interest solely at the Base Rate or
such other rate as the  Borrowers  and Bank of America  shall agree.  Swing Line
Loans shall accrue interest from and after the occurrence of an Event of Default
at the Default  Rate,  and all  accrued and unpaid  interest on Swing Line Loans
shall be payable,  on the dates and in the manner  provided in Sections 4.3 with
respect to interest on Base Rate Loans.

     (c) Upon the making of a Swing Line Loan,  each  Lender  shall be deemed to
have purchased from Bank of America a  Participation  therein in an amount equal
to that Lender's Applicable  Commitment Percentage of such Swing Line Loan. Upon
demand made by Bank of America,  each Lender shall,  according to its Applicable
Commitment  Percentage  of such  Swing Line  Loan,  promptly  provide to Bank of
America its  purchase  price  therefor in an amount  equal to its  Participation
therein.  Any Advance made by a Lender  pursuant to demand of Bank of America of
the  purchase  price of its  Participation  shall  when made be deemed to be (i)
provided that the  conditions to making  Revolving  Loans shall be satisfied,  a
Base Rate  Refunding  Loan under  Section 2.2, and (ii) in all other cases,  the
funding by each Lender of the purchase price of its  Participation in such Swing
Line Loan.  The  obligation  of each Lender to so provide its purchase  price to
Bank of America shall be absolute and unconditional and shall not be affected by
the occurrence of an Event of Default or any other occurrence or event.

     The Borrowers, at their option and subject to the terms hereof, may request
an Advance  pursuant to Section 2.2 in an amount  sufficient to repay Swing Line
Outstandings  on any date and the  Administrative  Agent shall  provide from the
proceeds of such  Advance to Bank of America the amount  necessary to repay such
Swing  Line  Outstandings  (which  Bank of  America  shall  then  apply  to such
repayment) and credit any balance of the Advance in immediately  available funds
in the manner  directed by the  Borrowers  pursuant to Section  2.2(c)(ii).  The
proceeds of such Advances  shall be paid to Bank of America for  application  to
the Swing Line  Outstandings  and the Lenders  shall then be deemed to have made
Revolving Loans in the amount of such Advances. The Swing Line shall continue in
effect until the Revolving Credit Termination Date, at which time all Swing Line
Outstandings and accrued interest thereon shall be due and payable in full.

     2.6 Joint and Several Liability, Contribution Rights .

     (a)  Notwithstanding  any other provision of this Agreement,  each Borrower
shall be  jointly  and  severally  liable as primary  obligor  and not merely as
surety for repayment of all Obligations  arising under the Loan Documents.  Such
joint and several  liability shall apply to each Borrower  regardless of whether
(x) any Loan was only requested by or made to the other Borrower or the proceeds
of any  Loan  were  used  only by the  other  Borrower,  (y) any  interest  rate
selection  was  made  only by the  other  Borrower,  or (z) any  indemnification
obligation or any other  obligation arose only as a result of the actions of the
other Borrower.



                                       38
<PAGE>

     (b) If any Borrower makes a payment in respect of the  Obligations it shall
have the rights of  contribution  set forth below  against  the other  Borrower;
provided,  that such Borrower shall not exercise its right of contribution until
all the Obligations shall have been finally paid in full in cash.

     (c) It is the intent of each  Borrower,  the  Administrative  Agent and the
Lenders that each Borrower's maximum Obligations shall be, but not in excess of:
(x) in a case or  proceeding  commenced  by or against such  Borrower  under the
Bankruptcy  Code on or  within  one  year  from  the  date on  which  any of the
Obligations are incurred,  the maximum amount that would not otherwise cause the
Obligations  (or any other  obligations  of such Borrower to the  Administrative
Agent and the Lenders) to be avoidable or  unenforceable  against such  Borrower
under  (A)  Section  548 of the  Bankruptcy  Code  or (B) any  state  fraudulent
transfer or  fraudulent  conveyance  act or statute  applied in any such case or
proceeding by virtue of Section 544 of the Bankruptcy  Code; or (y) in a case or
proceeding  commenced  by or against such  Borrower  under the  Bankruptcy  Code
subsequent  to one  year  from  the date on  which  any of the  Obligations  are
incurred,  the maximum amount that would not otherwise cause the Obligations (or
any other  obligations  of such  Borrower  to the  Administrative  Agent and the
Lenders) to be avoidable and unenforceable against such Borrower under any state
fraudulent transfer or fraudulent  conveyance act or statute applied in any such
case or proceeding by virtue of Section 544 of the Bankruptcy  Code; or (z) in a
case or proceeding  commenced by or against such Borrower under any law, statute
or regulation other than the Bankruptcy Code (including, without limitation, any
other bankruptcy, reorganization, arrangement, moratorium, readjustment of debt,
dissolution, liquidation or similar debtor relief laws), the maximum amount that
would not otherwise  cause the  Obligations  (or any other  obligations  of such
Borrower  to the  Administrative  Agent  and the  Lenders)  to be  avoidable  or
unenforceable  against  such  Borrower  under such law,  statute  or  regulation
including,  without  limitation,  any state  fraudulent  transfer or  fraudulent
conveyance act or statute applied in any such case or proceeding.

     (d) The Borrowers  acknowledge  and agree that they have requested that the
Lenders make credit  available to the Borrowers with each Borrower  expecting to
derive  benefit,  directly  and  indirectly,  from the Advances and other credit
extended by the Lenders to the Borrowers.

                                       39
<PAGE>


                                   ARTICLE III
                               Letters of Credit

     3.1 Letters of Credit . The Issuing Bank  agrees,  subject to the terms and
conditions of this  Agreement,  upon request of the Borrowers to issue from time
to time for the  account of a Borrower  Letters of Credit  upon  delivery to the
Issuing  Bank of an  Application  and  Agreement  for Letter of Credit  relating
thereto in form and content acceptable to the Issuing Bank;  provided,  that (i)
the Issuing  Bank shall not be  obligated to issue or renew any Letter of Credit
if it has been notified by the Administrative Agent or has actual knowledge that
a Default or Event of Default has occurred and is continuing, (ii) the Letter of
Credit  Outstandings  shall not exceed the Total Letter of Credit Commitment and
(iii) no Letter of Credit  shall be issued or renewed if,  after  giving  effect
thereto,  Letter of Credit  Outstandings plus Revolving Credit Outstandings plus
Swing Line Outstandings shall exceed the Total Revolving Credit  Commitment.  No
Letter of Credit shall have an expiry date (including all rights of the Borrower
or any beneficiary named in such Letter of Credit to require renewal) or payment
date occurring later than the earlier to occur of one year after the date of its
issuance or the seventh Business Day prior to the Stated Termination Date.

     3.2 Reimbursement and Participations .

     (a) The Borrowers hereby,  jointly and severally,  unconditionally agree to
pay to the  Issuing  Bank  immediately  on demand at the  Principal  Office  all
amounts  required to pay all drafts  drawn or  purporting  to be drawn under the
Letters of Credit and all  reasonable  expenses  incurred by the Issuing Bank in
connection  with the Letters of Credit,  and in any event and without  demand to
place in possession of the Issuing Bank (which shall include  Advances under the
Revolving  Credit  Facility if  permitted by Section 2.2 and Swing Line Loans if
permitted  by Section  2.5)  sufficient  funds to pay all debts and  liabilities
arising  under  any  Letter  of  Credit.  The  Issuing  Bank  agrees to give the
Borrowers prompt notice of any request for a draw under a Letter of Credit.  The
Issuing Bank may charge any account the  Borrowers  may have with it for any and
all  amounts the Issuing  Bank pays under a Letter of Credit,  plus  charges and
reasonable  expenses as from time to time agreed to by the Issuing  Bank and the
Borrowers;  provided  that to the extent  permitted by Section  2.2(c)(iii)  and
Section 2.5,  amounts  shall be paid  pursuant to Advances  under the  Revolving
Credit  Facility  or, if the  Borrowers  shall elect,  by Swing Line Loans.  The
Borrowers  agree  to  pay  the  Issuing  Bank  interest  on  any   Reimbursement
Obligations not paid when due hereunder at the Default Rate.

     (b) In accordance with the provisions of Section  2.2(c),  the Issuing Bank
shall notify the Administrative  Agent of any drawing under any Letter of Credit
promptly following the receipt by the Issuing Bank of such drawing.

     (c) Each Lender (other than the Issuing Bank) shall  automatically  acquire
on the date of issuance thereof, a Participation in the liability of the Issuing
Bank in respect  of each  Letter of Credit in an amount  equal to such  Lender's
Applicable Commitment  Percentage of such liability,  and to the extent that the
Borrowers  are  obligated to pay the Issuing  Bank under  Section  3.2(a),  each
Lender (other than the Issuing Bank) thereby shall  absolutely,  unconditionally
and irrevocably  assume,  and shall be  unconditionally  obligated to pay to the
Issuing  Bank,  its  Applicable  Commitment  Percentage  of the liability of the
Issuing  Bank  under  such  Letter of Credit in the  manner  and with the effect
provided in Section  2.2(c)(iii).




                                       50
<PAGE>

     (d)  Simultaneously  with the  making  of each  payment  by a Lender to the
Issuing   Bank   pursuant  to  Section   2.2(c)(iii)(B),   such  Lender   shall,
automatically  and without any further action on the part of the Issuing Bank or
such  Lender,  acquire  a  Participation  in an  amount  equal  to such  payment
(excluding the portion thereof  constituting  interest accrued prior to the date
the Lender  made its  payment) in the related  Reimbursement  Obligation  of the
Borrowers.  Each Lender's obligation to make payment to the Administrative Agent
for the account of the Issuing Bank pursuant to Section  2.2(c)(iii) and Section
3.2(c), and the right of the Issuing Bank to receive the same, shall be absolute
and  unconditional,  shall not be affected by any  circumstance  whatsoever  and
shall  be  made  without  any  offset,   abatement,   withholding  or  reduction
whatsoever.  In the event  the  Lenders  have  purchased  Participations  in any
Reimbursement  Obligation as set forth above, then at any time payment (in fully
collected,  immediately  available funds) of such Reimbursement  Obligation,  in
whole or in part,  is  received  by the  Issuing  Bank from the  Borrowers,  the
Issuing Bank shall promptly pay to each Lender an amount equal to its Applicable
Commitment Percentage of such payment from the Borrowers.

     (e) Promptly  following the end of each calendar quarter,  the Issuing Bank
shall  deliver to the  Administrative  Agent a notice  describing  the aggregate
undrawn  amount of all  Letters of Credit at the end of such  quarter.  Upon the
request of any Lender from time to time,  the Issuing Bank shall  deliver to the
Administrative Agent, and the Administrative Agent shall deliver to such Lender,
any other information  reasonably  requested by such Lender with respect to each
Letter of Credit outstanding.

     (f) The  issuance by the Issuing  Bank of each Letter of Credit  shall,  in
addition to the conditions precedent set forth in Article VII, be subject to the
conditions  that such Letter of Credit be in such form and contain such terms as
shall be reasonably  satisfactory  to the Issuing Bank  consistent with the then
current  practices  and  procedures  of the Issuing Bank with respect to similar
letters of credit,  and the Borrowers  shall have  executed and  delivered  such
other  instruments  and  agreements  relating  to such  Letters of Credit as the
Issuing Bank shall have reasonably  requested consistent with such practices and
procedures  and shall not be in conflict  with any of the express  terms  herein
contained.  All Letters of Credit shall be issued pursuant to and subject to the
Uniform   Customs  and  Practice  for   Documentary   Credits,   1993  revision,
International  Chamber of Commerce  Publication  No. 500 or, if the Issuing Bank
shall  elect  by  express  reference  in  an  affected  Letter  of  Credit,  the
International  Chamber of  Commerce  International  Standby  Practices  commonly
referred  to as  "ISP98,"  or any  subsequent  amendment  or  revision of either
thereof.

     (g) The Borrowers agree that the Issuing Bank may, in its sole  discretion,
accept or pay, as complying  with the terms of any Letter of Credit,  any drafts
or other  documents  otherwise  in order  which  may be  signed  or issued by an
administrator,  executor, trustee in bankruptcy, debtor in possession,  assignee
for the benefit of creditors,  liquidator,  receiver,  attorney in fact or other
legal representative of a party who is authorized under such Letter of Credit to
draw or issue any drafts or other documents.

     (h) Without  limiting the generality of the provisions of Section 13.9, the
Borrowers  hereby agree to indemnify and hold  harmless the Issuing  Bank,  each
other  Lender and the  Administrative  Agent from and against any and all claims
and  damages,  losses,  liabilities,  reasonable  costs and  expenses  which the
Issuing Bank, such other Lender or the Administrative  Agent may incur (or which
may be claimed against the Issuing Bank, such other Lender or the Administrative
Agent) by any Person by reason of or in connection with the issuance or transfer
of or payment or  failure to pay under any Letter of Credit;  provided  that the
Borrowers  shall not be required to indemnify the Issuing Bank, any other Lender
or the Administrative Agent for any claims, damages, losses, liabilities,  costs
or  expenses to the  extent,  but only to the extent,  (i) caused by the willful
misconduct or gross  negligence of the party to be indemnified or (ii) caused by
the  failure of the  Issuing  Bank to pay under any  Letter of Credit  after the
presentation  to it of a request for payment  strictly  complying with the terms
and  conditions  of such Letter of Credit,  unless such payment is prohibited by
any  law,  regulation,  court  order or  decree.  The  indemnification  and hold
harmless  provisions  of this  Section  3.2(h)  shall  survive  repayment of the
Obligations,  occurrence of the Revolving Credit  Termination Date, the Facility
Termination Date and expiration or termination of this Agreement.



                                       41
<PAGE>

          (i) Without  limiting  the  Borrowers'  rights as set forth in Section
3.2(h),  the  obligation of the Borrowers to  immediately  reimburse the Issuing
Bank for drawings made under  Letters of Credit and the Issuing  Bank's right to
receive such payment shall be absolute,  unconditional and irrevocable, and such
obligations of the Borrowers shall be performed  strictly in accordance with the
terms of this  Agreement and such Letters of Credit and the related  Application
and  Agreement  for any Letter of Credit,  under all  circumstances  whatsoever,
including the following circumstances:

          (i) any lack of  validity or  enforceability  of the Letter of Credit,
the  obligation  supported  by the  Letter of Credit or any other  agreement  or
instrument relating thereto (collectively, the "Related LC Documents");

          (ii) any  amendment or waiver of or any consent to or  departure  from
all or any of the Related LC Documents;

          (iii) the  existence  of any claim,  setoff,  defense  (other than the
defense of  payment in  accordance  with the terms of this  Agreement)  or other
rights which the Borrowers may have at any time against any  beneficiary  or any
transferee  of a Letter of Credit (or any persons or entities  for whom any such
beneficiary or any such transferee may be acting), the Administrative Agent, the
Lenders or any other Person, whether in connection with the Loan Documents,  the
Related LC Documents or any unrelated transaction;

          (iv) any breach of contract  or other  dispute  between  either of the
Borrowers and any  beneficiary  or any  transferee of a Letter of Credit (or any
persons or entities  for whom such  beneficiary  or any such  transferee  may be
acting), the Administrative Agent, the Lenders or any other Person;

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

          (vi) any  delay,  extension  of  time,  renewal,  compromise  or other
indulgence or  modification  granted or agreed to by the  Administrative  Agent,
with or without  notice to or  approval  by the  Borrowers  in respect of any of
Borrowers' Obligations under this Agreement.

                                   ARTICLE IV
               Eurodollar Funding, Fees, and Payment Conventions

     4.1 Interest Rate Options .  Eurodollar  Rate Loans and Base Rate Loans may
be  outstanding  at the same time and, so long as no Default or Event of Default
shall have occurred and be  continuing,  the Borrowers  shall have the option to
elect  the Type of Loan  and the  duration  of the  initial  and any  subsequent
Interest  Periods and to Convert  Revolving Loans and Segments of the Term Loans
in accordance with Sections 2.2(c)(i) and 4.2, as applicable; provided, however,
(a) there shall not be outstanding at any one time  Eurodollar Rate Loans having
more than ten (10) different  Interest  Periods,  (b) each  Eurodollar Rate Loan
(including each Conversion into and each Continuation as a Eurodollar Rate Loan)
shall be in an amount of $5,000,000 or, if greater than $1,000,000,  an integral
multiple  of  $1,000,000,  and (c) no  Eurodollar  Rate  Segment  shall  have an
Interest Period that extends beyond,  in the case of Term Loan A the Term Loan A
Termination  Date,  or, in the case of Term  Loan B the Term Loan B  Termination
Date,  and no other  Eurodollar  Rate Loan shall have an  Interest  Period  that
extends beyond the Stated Termination Date. If the Administrative Agent does not
receive a Borrowing Notice or an Interest Rate Selection Notice giving notice of
election of the duration of an Interest  Period or of  Conversion of any Loan to
or  Continuation  of a Loan as a Eurodollar  Rate Loan by the time prescribed by
Sections 2.2(c)(i) and 4.2, as applicable, the Borrowers shall be deemed to have
elected to obtain or Convert such Loan to (or Continue such Loan as) a Base Rate
Loan until the Borrowers  notify the  Administrative  Agent in  accordance  with
Section 4.2. The  Borrowers  shall not be entitled to elect to Continue any Loan
as or  Convert  any Loan into a  Eurodollar  Rate Loan if a Default  or Event of
Default shall have occurred and be continuing.

     4.2 Conversions and Elections of Subsequent  Interest  Periods . Subject to
the limitations set forth in the definition of "Interest  Period" and in Section
4.1 and Article VI, the Borrowers may:

     (a) upon delivery of telephonic notice to the  Administrative  Agent (which
shall be irrevocable)  on or before 10:30 A.M. on any Business Day,  Convert any
Eurodollar  Rate Loan to a Base Rate Loan on the last day of the Interest Period
for such Eurodollar Rate Loan; and

     (b) provided that no Default or Event of Default shall have occurred and be
continuing,  upon  delivery of  telephonic  notice to the  Administrative  Agent
(which shall be  irrevocable)  on or before 10:30 A.M.  three (3) Business Days'
prior to the date of such Conversion or Continuation:

          (i) elect a subsequent Interest Period for any Eurodollar Rate Loan to
begin on the last day of the then current  Interest  Period for such  Eurodollar
Rate Loan; or

          (ii)  Convert  any Base  Rate  Loan to a  Eurodollar  Rate Loan on any
Business Day.

Each such notice shall be effective  upon receipt by the  Administrative  Agent,
shall specify the amount of the Eurodollar Rate Loan affected,  the type of Loan
(Revolving Loan or Segment of a Term Loan)  affected,  and, if a Continuation as
or Conversion into a Eurodollar Rate Loan, the Interest Period to be used in the
computation  of  interest.  The  Authorized  Representative  shall  provide  the
Administrative  Agent written confirmation of each such telephonic notice in the
form of a Borrowing  Notice or Interest Rate  Selection  Notice (as  applicable)
with appropriate  insertions but failure to provide such confirmation  shall not
affect  the  validity  of such  telephonic  notice.  Notice of  receipt  of such
Borrowing Notice or Interest Rate Selection Notice, as the case may be, shall be
provided  by  the   Administrative   Agent  to  each  Lender  by   telefacsimile
transmission with reasonable promptness,  but (provided the Administrative Agent
shall have  received  such notice by 10:30 A.M.) not later than 3:00 P.M. on the
same  day as the  Administrative  Agent's  receipt  of  such  notice.  All  such
Continuations  or  Conversions  of Loans shall be effected pro rata based on the
Applicable Commitment Percentages of the Lenders.



                                       43
<PAGE>

     4.3  PAYMENT OF INTEREST. (a)  The  Borrowers  shall  pay  interest  on the
outstanding and unpaid principal amount of each Segment of the Term Loans and on
each Revolving  Loan,  commencing on the first date of such Segment or Revolving
Loan until such Segment or Revolving  Loan, as the case may be, shall be repaid,
at the applicable Base Rate or Eurodollar Rate as designated by the Borrowers in
the related  Borrowing  Notice or Interest Rate Selection Notice or as otherwise
provided hereunder. Interest on each Segment and on each Revolving Loan shall be
paid on the  earlier  of (a) in the case of any Base  Rate  Loan,  quarterly  in
arrears on the last  Business Day of each March,  June,  September and December,
commencing on December 31, 1999,  until,  as to any Base Rate Segment,  the Term
Loan A Termination Date or the Term Loan B Termination Date, as the case may be,
and as to any other Base Rate Loans, the Revolving Credit  Termination  Date, at
which date as applicable the entire principal amount of and all accrued interest
on the Term Loan and the Revolving Loans,  respectively,  shall be paid in full,
(b) in the case of any  Eurodollar  Rate  Loan,  on last  day of the  applicable
Interest  Period  for such  Eurodollar  Rate  Loan and if such  Interest  Period
extends for more than three (3) months,  at  intervals of three (3) months after
the first day of such Interest Period, and (c) upon payment in full of such Term
Loan (or Segment thereof) or the related Revolving Loan; provided, however, that
if any Event of Default shall occur and be continuing,  all amounts  outstanding
hereunder shall bear interest thereafter until paid in full at the Default Rate.

     (b) For each period  beginning on the Business Day next  following the date
of receipt by the Administrative Agent of a Compliance Certificate in respect of
a quarterly  fiscal  period of the Parent  ending on or after March 31, 2000 and
ending on the date next  following  the Business Day next  following the date of
receipt by the Administrative Agent of a Compliance  Certificate in respect of a
subsequent fiscal quarter,  the Applicable Margin and Applicable  Commitment Fee
shall be determined based upon the  Consolidated  Leverage Ratio as set forth in
the Pricing Grid. Any change in the Applicable Margin and Applicable  Commitment
Fee, if any,  shall become  effective on the first  Business Day next  following
receipt of a  Compliance  Certificate.  Notwithstanding  the  foregoing,  if the
Parent  shall  receive a Rating of BB or higher  from S&P and Ba2 or higher from
Moody's, then upon receipt by the Administrative Agent of a Rating Election from
an Authorized  Representative and evidence of the Ratings, the Applicable Margin
and  Applicable  Commitment  Fee shall be  determined by its then Ratings as set
forth on the Pricing Grid and subsequent  changes in the  Applicable  Margin and
Applicable  Commitment  Fee,  if any,  shall  become  effective  on the day next
following   the  receipt  by  the   Administrative   Agent  from  an  Authorized
Representative  of evidence of such change in Rating. If at any time following a
Rating  Election the Rating by S&P shall become less than BB or less than Ba2 by
Moody's then,  effective as of the date of such change in Rating, the Applicable
Margin and Applicable  Commitment  shall thereafter be determined based upon the
Consolidated  Leverage  Ratio  set  forth  in the  Compliance  Certificate  most
recently received by the Agent pursuant to Section 9.1 as hereinabove  provided.
If the Borrowers  shall fail to furnish any  Compliance  Certificate by the time
required  hereunder when the Applicable  Margin as  determinable by reference to
the  Consolidated  Leverage Ratio,  then the Applicable  Margin shall be Tier IV
from the date such Compliance Certificate was required to be delivered until the
Business Day next following its date of delivery.



                                       44
<PAGE>

     4.4  Prepayments  of  Eurodollar  Rate  Loans .  Whenever  any  payment  of
principal shall be made in respect of any Loan  hereunder,  whether at maturity,
on acceleration, by optional or mandatory prepayment or as otherwise required or
permitted  hereunder,  with the effect  that any  Eurodollar  Rate Loan shall be
prepaid  in whole  or in part  prior  to the  last  day of the  Interest  Period
applicable  to such  Eurodollar  Rate Loan,  such payment of principal  shall be
accompanied by the additional payment, if any, required by Section 6.5.

     4.5 Manner of Payment .

     (a) Each payment of principal  (including  any  prepayment)  and payment of
interest and fees,  and any other amount  required to be paid by or on behalf of
the Borrowers to the Lenders,  the Issuing Bank, the  Administrative  Agent,  or
Bank of  America  with  respect  to any Loan,  Letter of  Credit,  Reimbursement
Obligation or Swing Line Loan, shall be made to the Administrative  Agent at the
Principal Office in Dollars in immediately  available funds without condition or
deduction for any setoff,  recoupment,  deduction or  counterclaim  on or before
12:30 P.M. on the date such  payment is due. The  Administrative  Agent may, but
shall not be obligated to, debit the amount of such payment from any one or more
ordinary deposit accounts of the Borrowers with the Administrative Agent.

     (b) Any payment made by or on behalf of the Borrowers that is not made both
in Dollars  and in  immediately  available  funds and prior to 12:30 P.M. on the
date such payment is to be made shall constitute a non-conforming  payment.  Any
such  non-conforming  payment shall not be deemed to be received until the later
of (i) the time such funds  become  available  funds and (ii) the next  Business
Day. Any  non-conforming  payment may constitute or become a Default or Event of
Default as otherwise  provided herein.  Interest shall continue to accrue at the
Default Rate on any principal or fees as to which no payment or a non-conforming
payment is made from the date such amount was due and payable until the later of
(i) the date such funds become available funds or (ii) the next Business Day.

     (c) In the  event  that any  payment  hereunder  or under  any of the Notes
becomes due and payable on a day other than a Business  Day,  then such due date
shall be extended to the next succeeding  Business Day unless provided otherwise
under the  definition of "Interest  Period";  provided,  however,  that interest
shall continue to accrue during the period of any such  extension;  and provided
further,  however,  that in no event shall any such due date be extended (i) for
any Term Loan,  beyond the applicable Term Loan  Termination  Date, and (ii) for
any Revolving Loan, beyond the Revolving Credit Termination Date.

     4.6 Fees .

     (a) Commitment Fee. For the period beginning on the Closing Date and ending
on the Revolving Credit  Termination  Date, the Borrowers  jointly and severally
agree  to pay to the  Administrative  Agent,  for the pro  rata  benefit  of the
Lenders based on their Applicable Commitment Percentages, a commitment fee equal
to the Applicable Commitment Fee multiplied by the average daily amount by which
the Total Revolving  Credit  Commitment  exceeds the sum of (i) Revolving Credit
Outstandings  without giving effect to Swing Line Outstandings) plus (ii) Letter
of Credit  Outstandings.  Such fees shall be due in arrears on the last Business
Day of each March, June,  September and December commencing December 31, 1999 to
and on the Revolving Credit Termination Date.  Notwithstanding the foregoing, so
long as any Lender fails to make  available any portion of its Revolving  Credit
Commitment when requested,  such Lender shall not be entitled to receive payment
of its pro rata share of such fee until such Lender  shall make  available  such
portion.



                                       45
<PAGE>

     (b) Term Loan Fees. In consideration of the making of the Term Loans by the
Lenders,  the Borrowers jointly and severally agree to pay to the Administrative
Agent for the pro rata  benefit of the  Lenders  according  to their  respective
Applicable  Commitment  Percentages an underwriting  fee, such fee to be due and
payable in full on the Closing Date.

     (c)  Letter  of  Credit  Facility  Fees.  The  Borrowers  shall  pay to the
Administrative  Agent,  for the pro rata  benefit of the Lenders  based on their
Applicable Commitment Percentages, a fee on the aggregate amount available to be
drawn on each  outstanding  Letter of Credit at a rate  equal to the  Applicable
Margin for  Eurodollar  Rate Loans.  Such fees shall be due with respect to each
Letter of Credit  quarterly  in  arrears  on the last day of each  March,  June,
September and December, the first such payment to be made on the first such date
occurring after the date of issuance of a Letter of Credit.

     (d) Letter of Credit Fronting and Administrative  Fees. The Borrowers shall
pay to the Issuing Bank a fronting fee of one-eighth percent per annum (1/8%) on
the aggregate amount available to be drawn on each outstanding Letter of Credit,
such fee to be payable  quarterly  in  arrears  with  respect to each  Letter of
Credit on the dates  established  in Section 4.6(c) for the payment of Letter of
Credit facility fees with respect to such Letter of Credit.  The Borrowers shall
also pay to the Issuing Bank such  administrative fee and other fees, if any, in
connection  with the Letters of Credit in such  amounts and at such times as the
Issuing Bank and the Borrowers shall agree from time to time.

     (e)  Administrative   Agent  Fees.  The  Borrowers  agree  to  pay  to  the
Administrative  Agent, for the  Administrative  Agent's individual  account,  an
annual Administrative Agent's fee, such fee to be payable in such amounts and at
such dates as from time to time  agreed to by the  Borrower  and  Administrative
Agent in writing.

     4.7 Pro Rata  Payments . Except as  otherwise  specified  herein,  (a) each
payment on account of the principal of and interest on Loans, the fees described
in  Section  4.6(a),  (b) and  (c),  and  Swing  Line  Loans  and  Reimbursement
Obligations as to which the Lenders have funded their respective  Participations
which  remain  outstanding,  shall be made to the  Administrative  Agent for the
account  of  the  Lenders  pro  rata  based  on  their   Applicable   Commitment
Percentages,  and (b) the Administrative  Agent will promptly  distribute to the
Lenders in immediately  available  funds payments  received in fully  collected,
immediately available funds from the Borrowers.

     4.8  Computation  of Rates and Fees . Except as may be otherwise  expressly
provided, all interest rates (including the Base Rate, each Eurodollar Rate, and
the Default  Rate) and fees shall be computed on the basis of a year of 360 days
and calculated for actual days elapsed.



                                       46
<PAGE>

     4.9 Deficiency  Advances;  Failure to Purchase  Participations  . No Lender
shall be  responsible  for any  default  of any other  Lender in respect to such
other Lender's  obligation to make any Loan or Advance  hereunder or to fund its
purchase  of  any  Participation   hereunder  nor  shall  the  Revolving  Credit
Commitment,  Term Loan A Commitment,  Term Loan B Commitment or Letter of Credit
Commitment  of any Lender  hereunder be increased as a result of such default of
any other  Lender.  Without  limiting  the  generality  of the  foregoing or the
provisions  of Section 4.10, in the event any Lender shall fail to advance funds
to the  Borrowers  as  herein  provided,  the  Administrative  Agent  may in its
discretion,  but shall not be obligated to, advance under the applicable Note in
its favor as a Lender all or any  portion of such  amount or  amounts  (each,  a
"deficiency  advance") and shall thereafter be entitled to payments of principal
of and  interest on such  deficiency  advance in the same manner and at the same
interest  rate or rates to which such other Lender would have been  entitled had
it made such Advance under its Note;  provided that, (i) such defaulting  Lender
shall not be entitled to receive  payments of  principal,  interest or fees with
respect to such deficiency  advance until such deficiency advance (together with
interest  thereon as provided  in clause  (ii)) shall be paid by such Lender and
(ii) upon  payment to the  Administrative  Agent  from such other  Lender of the
entire outstanding amount of each such deficiency advance, together with accrued
and unpaid  interest  thereon,  from the most recent date or dates  interest was
paid to the  Administrative  Agent by a  Borrower  on each Loan  comprising  the
deficiency  advance  at the  Federal  Funds  Rate,  then such  payment  shall be
credited against the applicable Note of the Administrative Agent in full payment
of such  deficiency  advance and such Borrower  shall be deemed to have borrowed
the a4.9abmount of such deficiency advance from such other Lender as of the most
recent date or dates,  as the case may be,  upon which any  payments of interest
were made by such Borrower  thereon.  In the event any Lender shall fail to fund
its  purchase of a  Participation  after notice from the Issuing Bank or Bank of
America as the Swing Line lender,  as  applicable,  such Lender shall pay to the
Issuing Bank or Bank of America as the Swing Line lender,  as  applicable,  such
amount on demand, together with interest at the Federal Funds Rate on the amount
so due from the date of such notice to the date such purchase  price is received
by the Issuing Bank or Bank of America as the Swing Line lender, as applicable.

     4.10  Intraday  Funding . Without  limiting the  provisions of Section 4.9,
unless the  Borrowers or any Lender has notified  the  Administrative  Agent not
later than 12:00 Noon of the Business Day before the date any payment (including
in the case of Lenders any Advance) to be made by them is due,  that they do not
intend to remit such payment,  the Administrative  Agent may, in its discretion,
assume that the Borrowers or each Lender, as the case may be, have or has timely
remitted  such  payment  in  the  manner  required  hereunder  and  may,  in its
discretion  and in reliance  thereon,  make  available  such payment (or portion
thereof) to the Person entitled thereto as otherwise  provided  herein.  If such
payment  was not in fact  remitted  to the  Administrative  Agent in the  manner
required hereunder, then:

          (i) if the Borrowers  failed to make such  payment,  each Lender shall
     forthwith  on demand repay to the  Administrative  Agent the amount of such
     assumed  payment  made  available to such Lender,  together  with  interest
     thereon in respect of each day from and  including the date such amount was
     made available by the Administrative  Agent to such Lender to the date such
     amount is repaid to the Administrative Agent at the Federal Funds Rate; and



                                       47
<PAGE>

          (ii) if any Lender  failed to make such  payment,  the  Administrative
     Agent shall be entitled to recover such corresponding amount forthwith upon
     the  Administrative  Agent's  demand  therefor,  the  Administrative  Agent
     promptly shall notify the Borrowers,  and the Borrowers  shall promptly pay
     such  corresponding  amount  to the  Administrative  Agent  in  immediately
     available funds upon receipt of such demand. The Administrative  Agent also
     shall be  entitled  to recover  interest  on such  corresponding  amount in
     respect  of each  day  from the date  such  corresponding  amount  was made
     available  by the  Administrative  Agent to the  Borrowers to the date such
     corresponding  amount is recovered by the  Administrative  Agent,  (A) from
     such  Lender at a rate per annum equal to the daily  Federal  Funds Rate or
     (B) from the  Borrowers,  at a rate per annum  equal to the  interest  rate
     applicable to the Loan which includes such corresponding  amount. Until the
     Administrative  Agent shall recover such corresponding amount together with
     interest thereon,  such corresponding  amount shall constitute a deficiency
     advance  within the meaning of Section 4.9.  Nothing herein shall be deemed
     to relieve  any Lender  from its  obligation  to  fulfill  its  commitments
     hereunder or to prejudice any rights which the Administrative  Agent or the
     Borrowers  may have  against  any Lender as a result of any default by such
     Lender hereunder.

                                       48
<PAGE>


                                    ARTICLE V
                                    Security

     5.1 Security . As security for the full and timely payment and  performance
of all  Obligations,  the  Borrowers  shall,  and shall  cause all other  Credit
Parties  to, on or before the  Closing  Date,  do or cause to be done all things
necessary in the opinion of the Administrative Agent and its counsel to grant to
the  Administrative  Agent for the benefit of the  Administrative  Agent and the
Lenders a duly  perfected  first  priority  security  interest in all Collateral
subject to no prior Lien or other  encumbrance or restriction on transfer (other
than  restrictions on transfer  imposed by applicable  securities laws and Liens
permitted under Section 10.3).  Without  limiting the foregoing,  the Parent and
each Restricted  Subsidiary having rights in any Subsidiary  Securities shall on
the Closing  Date deliver to the  Administrative  Agent,  in form and  substance
reasonably  acceptable to the Administrative Agent, (A) a Pledge Agreement which
shall pledge to the  Administrative  Agent for the benefit of the Administrative
Agent and the Lenders (i) 65% of the Voting  Securities  of each Direct  Foreign
Subsidiary  and 100% of the other  Subsidiary  Securities of such Direct Foreign
Subsidiary,  (ii) all of the Subsidiary Securities of all Domestic Subsidiaries,
(B) if such Subsidiary  Securities are in the form of  certificated  securities,
such  certificated  securities,  together  with  undated  stock  powers or other
appropriate transfer documents endorsed in blank pertaining thereto, (C) if such
Subsidiary  Securities do not  constitute  securities and the Subsidiary has not
elected to have such  interests  treated as  securities  under  Article 8 of the
Uniform  Commercial  Code,  a  control  agreement   (containing  the  provisions
described in Section  9.20(e)) from the Registrar of such Subsidiary  Securities
and (D) Uniform  Commercial  Code  financing  statements  reflecting the Lien in
favor of the Administrative  Agent on such Subsidiary  Securities,  each in form
and substance acceptable to the Administrative Agent, (E) the Delta Subordinated
Notes together with endorsements affixed thereto, (F) the Mortgage Notes and (G)
a Note Pledge Agreement,  which shall pledge to the Administrative Agent for the
benefit of the  Administrative  Agent and the  Lenders  the items of  Collateral
described in clauses (E) and (F) above,  and shall take such further  action and
deliver or cause to be  delivered  such  further  documents  as  required by the
Security  Instruments  or otherwise as the  Administrative  Agent may request to
effect the  transactions  contemplated by this Article V. The Parent shall,  and
shall cause each Restricted  Subsidiary,  to pledge to the Administrative  Agent
for the benefit of the Administrative  Agent and the Lenders (and as appropriate
to reaffirm its prior pledge of) all of the Pledged  Interests of any Restricted
Subsidiary  acquired  or created  after the  Closing  Date and to deliver to the
Administrative  Agent  all  of  the  documents  and  instruments  in  connection
therewith  as are  required  pursuant  to the terms of  Section  9.20 and of the
Security Instruments.

     5.2 Further  Assurances . At the request of the  Administrative  Agent, the
Borrowers  will or will cause all other Credit  Parties,  as the case may be, to
execute,  by its duly  authorized  officers,  alone  or with the  Administrative
Agent, any certificate,  instrument,  financing  statement,  control  agreement,
statement or document, or to procure any such certificate, instrument, statement
or document,  or to take such other action (and pay all  connected  costs) which
the Administrative Agent reasonably deems necessary from time to time to create,
continue or preserve the liens and security  interests  in  Collateral  (and the
perfection and priority thereof) of the Administrative Agent contemplated hereby
and by the other  Loan  Documents  and  specifically  including  all  Collateral
acquired by the  Borrowers  or other Credit  Party after the Closing  Date.  The
Administrative  Agent is hereby  irrevocably  authorized  to execute and file or
cause to be filed,  with or if permitted by applicable law without the signature
of the Borrowers or any Credit Party appearing  thereon,  all Uniform Commercial
Code financing statements  reflecting the Borrowers or any other Credit Party as
"debtor" and the  Administrative  Agent as "secured  party",  and  continuations
thereof and amendments  thereto,  as the  Administrative  Agent reasonably deems
necessary or advisable to give effect to the  transactions  contemplated  hereby
and by the other Loan Documents.



                                       49
<PAGE>

     5.3 Information  Regarding Collateral.  Each Borrower represents,  warrants
and covenants that (i) the chief executive office of the Borrower and each other
Person  providing   Collateral  pursuant  to  a  Security  Instrument  (each,  a
"Grantor") at the Closing Date is located at the address or addresses  specified
on Schedule  5.3, and (ii) Schedule 5.3 contains a true and complete list of (a)
the exact legal name, jurisdiction of formation, and address of each Grantor and
of each  other  Person  that has  effected  any merger or  consolidation  with a
Grantor or contributed  or  transferred  to a Grantor any property  constituting
Collateral at any time since January 1, 1994 (excluding  Persons making sales in
the ordinary  course of their  businesses to a Grantor of property  constituting
inventory in the hands of such seller),  (b) the exact legal name,  jurisdiction
of formation, and each location of the chief executive office of each Grantor at
any time since January 1, 1994,  (c) each  location in which goods  constituting
Collateral  are or have been located  since January 1, 1994  (together  with the
name of each owner of the property located at such address if not the applicable
Grantor,  and a summary  description of the relationship  between the applicable
Grantor and such  Person),  and (d) each trade  style used by any Grantor  since
January 1, 1994 and the purposes for which it was used.  Neither  Borrower shall
change, and shall not permit any other Grantor to change, its name, jurisdiction
of formation (whether by reincorporation,  merger or otherwise), the location of
its  chief  executive  office or any  location  specified  in clause  (c) of the
immediately  preceding sentence,  or use or permit any other Grantor to use, any
additional trade style, except upon giving not less than thirty (30) days' prior
written notice to the Administrative Agent and taking or causing to be taken all
such action at Borrower's or such other  Grantor's  expense as may be reasonably
requested by the  Administrative  Agent to perfect or maintain the perfection of
the Lien of the Administrative Agent in Collateral.


                                       50
<PAGE>



                                   ARTICLE VI
                            Change in Circumstances

     6.1 Increased Cost and Reduced Return .

     (a) If, after the date hereof, the adoption of any applicable law, rule, or
regulation,  or any change in any applicable  law,  rule, or regulation,  or any
change in the  interpretation  or  administration  thereof  by any  governmental
authority, central bank, or comparable agency charged with the interpretation or
administration  thereof,  or compliance by any Lender (or its Applicable Lending
Office) with any request or  directive  (whether or not having the force of law)
of any such governmental authority, central bank, or comparable agency:

          (i) shall subject such Lender (or its  Applicable  Lending  Office) to
any tax,  duty, or other charge with respect to any Eurodollar  Rate Loans,  its
Note, or its obligation to make  Eurodollar  Rate Loans,  or change the basis of
taxation  of any  amounts  payable  to such  Lender (or its  Applicable  Lending
Office) under this  Agreement or its Note or Notes in respect of any  Eurodollar
Rate Loans (other than taxes imposed on the overall net income of such Lender by
the  jurisdiction  in  which  such  Lender  has  its  principal  office  or such
Applicable Lending Office);

          (ii) shall impose,  modify,  or deem  applicable any reserve,  special
deposit,  assessment,  compulsory loan, or similar  requirement  (other than the
Reserve  Requirement  utilized  in the  determination  of the  Eurodollar  Rate)
relating to any extensions of credit or other assets of, or any deposits with or
other  liabilities  or commitments  of, such Lender (or its  Applicable  Lending
Office),  including  the Term  Loan A  Commitment  , Term Loan B  Commitment  or
Revolving Credit Commitment of such Lender hereunder; or

          (iii) shall impose on such Lender (or its Applicable  Lending  Office)
or on the London interbank  market any other condition  affecting this Agreement
or its Note or Notes or any of such  extensions  of  credit  or  liabilities  or
commitments;

         and the result of any of the  foregoing is to increase the cost to such
         Lender (or its Applicable  Lending Office) of making,  Converting into,
         Continuing,  or maintaining  any Loans or to reduce any sum received or
         receivable by such Lender (or its Applicable Lending Office) under this
         Agreement  or its Note or Notes  with  respect to any  Eurodollar  Rate
         Loans,  then the  Borrowers  shall pay to such  Lender  on demand  such
         amount or amounts as will  compensate  such  Lender for such  increased
         cost or reduction. If any Lender requests compensation by the Borrowers
         under this Section 6.1(a),  the Borrowers may, by notice to such Lender
         (with a copy to the  Administrative  Agent),  suspend the obligation of
         such Lender to make or Continue Loans of the Type with respect to which
         such  compensation is requested,  or to Convert Loans of any other Type
         into Loans of such Type,  until the event or  condition  giving rise to
         such request  ceases to be in effect (in which case the  provisions  of
         Section 6.4 shall be applicable);  provided that such suspension  shall
         not affect  the right of such  Lender to receive  the  compensation  so
         requested.



                                       51
<PAGE>

     (b) If, after the date hereof,  any Lender shall have  determined  that the
adoption of any applicable law, rule, or regulation  regarding  capital adequacy
or any change therein or in the interpretation or administration  thereof by any
governmental  authority,  central bank, or  comparable  agency  charged with the
interpretation or administration  thereof, or any request or directive regarding
capital  adequacy  (whether  or not  having  the  force  of  law)  of  any  such
governmental  authority,  central bank, or comparable  agency, has or would have
the effect of  reducing  the rate of return on the capital of such Lender or any
corporation   controlling   such  Lender  as  a  consequence  of  such  Lender's
obligations  hereunder  to  a  level  below  that  which  such  Lender  or  such
corporation  could have  achieved but for such  adoption,  change,  request,  or
directive  (taking  into  consideration  its  policies  with  respect to capital
adequacy),  then from time to time upon demand the  Borrowers  shall pay to such
Lender such additional amount or amounts as will compensate such Lender for such
reduction; provided, that no Lender will be entitled to any compensation for any
such additional amounts if (i) demand for payment thereof is made by such Lender
more than 180 days after the occurrence of the circumstances giving rise to such
claim or (ii)  similar  claims are not made by such Lender from other  borrowers
under similar situations.

     (c) Each Lender shall promptly notify the Borrowers and the  Administrative
Agent of any event of which it has knowledge,  occurring  after the date hereof,
which will entitle such Lender to compensation  pursuant to this Section 6.1 and
will designate a different  Applicable  Lending Office if such  designation will
avoid the need for, or reduce the amount of, such  compensation and will not, in
the judgment of such  Lender,  be  otherwise  disadvantageous  to it. Any Lender
claiming  compensation under this Section 6.1 shall furnish to the Borrowers and
the  Administrative  Agent a statement  setting forth the  additional  amount or
amounts to be paid to it hereunder  which shall be  conclusive in the absence of
manifest error. In determining  such amount,  such Lender may use any reasonable
averaging and attribution methods.

     6.2  Limitation  on Types of Loans . If on or prior to the first day of any
Interest Period for any Eurodollar Rate Loan:

          (a) the Administrative  Agent determines (which determination shall be
conclusive)  that by reason of  circumstances  affecting  the  relevant  market,
adequate and reasonable  means do not exist for ascertaining the Eurodollar Rate
for such Interest Period; or

          (b) the  Required  Lenders  determine  (which  determination  shall be
conclusive)  and notify the  Administrative  Agent that the Eurodollar Rate will
not adequately and fairly reflect the cost to the Lenders of funding  Eurodollar
Rate Loans for such Interest Period;

then the  Administrative  Agent shall give the Borrowers  prompt notice  thereof
specifying the relevant Type of Loans and the relevant  amounts or periods,  and
so long as such  condition  remains in  effect,  the  Lenders  shall be under no
obligation to make additional  Loans of such Type,  Continue Loans of such Type,
or to Convert  Loans of any other Type into Loans of such Type and the Borrowers
shall,  on the  last  day(s)  of the then  current  Interest  Period(s)  for the
outstanding Loans of the affected Type, either prepay such Loans or Convert such
Loans into another Type of Loan in accordance with the terms of this Agreement.

     6.3 Illegality.  Notwithstanding any other provision of this Agreement,  in
the event that it becomes  unlawful  for any  Lender or its  Applicable  Lending
Office to make,  maintain,  or fund Eurodollar Rate Loans  hereunder,  then such
Lender shall promptly notify the Borrowers thereof and such Lender's  obligation
to make or Continue  Eurodollar  Rate Loans and to Convert  other Types of Loans
into Eurodollar Rate Loans shall be suspended until such time as such Lender may
again  make,  maintain,  and fund  Eurodollar  Rate  Loans  (in  which  case the
provisions of Section 6.4 shall be applicable).



                                       52
<PAGE>

     6.4 Treatment of Affected  Loans. If the obligation of any Lender to make a
Eurodollar Rate Loan or to Continue, or to Convert Loans of any other Type into,
Loans of a  particular  Type shall be  suspended  pursuant to Section 6.1 or 6.3
hereof  (Loans of such Type being herein called  "Affected  Loans" and such Type
being herein called the "Affected Type"),  such Lender's Affected Loans shall be
automatically  Converted  into  Base Rate  Loans on the last  day(s) of the then
current  Interest  Period(s) for Affected Loans (or, in the case of a Conversion
required by Section 6.3 hereof,  on such earlier date as such Lender may specify
to the Borrowers with a copy to the Administrative  Agent) and, unless and until
such Lender gives notice as provided below that the  circumstances  specified in
Section 6.1 or 6.3 hereof that gave rise to such Conversion no longer exist:

     (a) to the extent that such Lender's Affected Loans have been so Converted,
all payments and  prepayments  of principal  that would  otherwise be applied to
such Lender's  Affected  Loans shall be applied  instead to its Base Rate Loans;
and

     (b) all Loans that would  otherwise  be made or Continued by such Lender as
Loans of the  Affected  Type  shall be made or  Continued  instead  as Base Rate
Loans, and all Loans of such Lender that would otherwise be Converted into Loans
of the Affected  Type shall be Converted  instead into (or shall remain as) Base
Rate Loans.

If such Lender gives notice to the Borrowers (with a copy to the  Administrative
Agent) that the  circumstances  specified in Section 6.1 or 6.3 hereof that gave
rise to the Conversion of such Lender's  Affected Loans pursuant to this Section
6.4 no  longer  exist  (which  such  Lender  agrees  to do  promptly  upon  such
circumstances  ceasing to exist) at a time when Loans of the Affected  Type made
by other  Lenders  are  outstanding,  such  Lender's  Base Rate  Loans  shall be
automatically  Converted,  on the first day(s) of the next  succeeding  Interest
Period(s)  for  such  outstanding  Loans of the  Affected  Type,  to the  extent
necessary so that,  after giving effect  thereto,  all Loans held by the Lenders
holding  Loans of the Affected  Type and by such Lender are held pro rata (as to
principal  amounts,  Types,  and  Interest  Periods)  in  accordance  with their
respective Term Loan A Commitments, Term Loan B Commitments and Revolving Credit
Commitments.

     6.5 Compensation . Upon the request of any Lender,  the Borrowers shall pay
to such Lender such amount or amounts as shall be sufficient  (in the reasonable
opinion  of such  Lender)  to  compensate  it for any  loss,  cost,  or  expense
(including loss of anticipated profits) incurred by it as a result of:

     (a) any payment,  prepayment,  or Conversion of a Eurodollar  Rate Loan for
any  reason  (including,  without  limitation,  the  acceleration  of the  Loans
pursuant  to Section  11.1) on a date  other  than the last day of the  Interest
Period for such Loan; or

     (b) any  failure  by the  Borrowers  for  any  reason  (including,  without
limitation,  the failure of any condition  precedent specified in Article VII to
be satisfied) to borrow, Convert,  Continue, or prepay a Eurodollar Rate Loan on
the date for such borrowing,  Conversion,  Continuation, or prepayment specified
in the relevant  notice of borrowing,  prepayment,  Continuation,  or Conversion
under this Agreement.


                                       53
<PAGE>

     6.6 Taxes.

     (a) Any and all  payments  by the  Borrowers  to or for the  account of any
Lender or the  Administrative  Agent  hereunder or under any other Loan Document
shall be made free and clear of and without deduction for any and all present or
future taxes, duties, levies, imposts, deductions,  charges or withholdings, and
all liabilities with respect thereto,  excluding, in the case of each Lender and
the  Administrative  Agent,  taxes imposed on its income,  and  franchise  taxes
imposed on it, by the  jurisdiction  under the laws of which such Lender (or its
Applicable Lending Office) or the  Administrative  Agent (as the case may be) is
organized or any political  subdivision  thereof (all such  non-excluded  taxes,
duties, levies,  imposts,  deductions,  charges,  withholdings,  and liabilities
being hereinafter referred to as "Taxes"). If the Borrowers shall be required by
law to  deduct  any Taxes  from or in  respect  of any sum  payable  under  this
Agreement or any other Loan Document to any Lender or the Administrative  Agent,
(i) the sum payable  shall be  increased  as  necessary so that after making all
required deductions  (including deductions applicable to additional sums payable
under this  Section  6.6) such Lender or the  Administrative  Agent  receives an
amount equal to the sum it would have received had no such deductions been made,
(ii) the Borrowers shall make such deductions, (iii) the Borrowers shall pay the
full amount  deducted to the relevant  taxation  authority or other authority in
accordance  with  applicable  law, and (iv) the  Borrowers  shall furnish to the
Administrative  Agent, at its address  referred to in Section 13.2, the original
or a certified copy of a receipt evidencing payment thereof.

     (b) In addition,  the Borrowers  agree to pay any and all present or future
stamp or documentary  taxes and any other excise or property taxes or charges or
similar  levies  which arise from any payment  made under this  Agreement or any
other Loan  Document or from the  execution or delivery  of, or  otherwise  with
respect to, this Agreement or any other Loan Document  (hereinafter  referred to
as "Other Taxes").

     (c) The  Borrowers  agree to indemnify  each Lender and the  Administrative
Agent  for the  full  amount  of  Taxes  and  Other  Taxes  (including,  without
limitation,  any Taxes or Other Taxes imposed or asserted by any jurisdiction on
amounts   payable   under  this   Section  6.6)  paid  by  such  Lender  or  the
Administrative  Agent  (as  the  case  may  be)  and  any  liability  (including
penalties, interest, and expenses) arising therefrom or with respect thereto.

     (d) Each  Lender  organized  under the laws of a  jurisdiction  outside the
United  States,  on or prior to the date of its  execution  and delivery of this
Agreement in the case of each Lender listed on the signature pages hereof and on
or prior to the date on which  it  becomes  a Lender  in the case of each  other
Lender,  and  from  time to time  thereafter  if  requested  in  writing  by the
Borrowers or the  Administrative  Agent (but only so long as such Lender remains
lawfully able to do so),  shall  provide the  Borrowers  and the  Administrative
Agent with (i) Internal  Revenue Service Form 1001 or 4224, as  appropriate,  or
any successor form prescribed by the Internal Revenue  Service,  certifying that
such  Lender is  entitled  to  benefits  under an income tax treaty to which the
United States is a party which reduces the rate of  withholding  tax on payments
of interest or certifying that the income receivable  pursuant to this Agreement
is  effectively  connected with the conduct of a trade or business in the United
States,  (ii) Internal  Revenue Service Form W-8 or W-9, as appropriate,  or any
successor form prescribed by the Internal Revenue  Service,  and (iii) any other
form or certificate  required by any taxing authority (including any certificate
required by Sections 871(h) and 881(c) of the Internal Revenue Code), certifying
that such Lender is entitled to an  exemption  from or a reduced  rate of tax on
payments pursuant to this Agreement or any of the other Loan Documents.



                                       54
<PAGE>

     (e) For any period with respect to which a Lender has failed to provide the
Borrowers and the  Administrative  Agent with the  appropriate  form pursuant to
Section  6.6(d)  (unless  such  failure  is due to a change in treaty,  law,  or
regulation  occurring  subsequent  to the  date on which a form  originally  was
required to be provided),  such Lender shall not be entitled to  indemnification
under  Section  6.6(a) or 6.6(b)  with  respect  to Taxes  imposed by the United
States; provided,  however, that should a Lender, which is otherwise exempt from
or subject to a reduced rate of withholding tax, become subject to Taxes because
of its failure to deliver a form required  hereunder,  the Borrowers  shall take
such steps as such  Lender  shall  reasonably  request to assist  such Lender to
recover such Taxes.

     (f) If the Borrowers are required to pay  additional  amounts to or for the
account of any Lender  pursuant to this Section 6.6, then such Lender will agree
to use reasonable  efforts to change the jurisdiction of its Applicable  Lending
Office  so as to  eliminate  or reduce  any such  additional  payment  which may
thereafter  accrue  if such  change,  in the  judgment  of such  Lender,  is not
otherwise disadvantageous to such Lender.

     (g) Within  thirty  (30) days after the date of any  payment of Taxes,  the
Borrowers shall furnish to the Administrative  Agent the original or a certified
copy of a receipt evidencing such payment.

     (h)  Without  prejudice  to the  survival  of any  other  agreement  of the
Borrowers  hereunder,  the agreements and obligations of the Borrowers contained
in this  Section  6.6 shall  survive the  termination  of the  Revolving  Credit
Commitments, Term Loan A Commitments, Term Loan B Commitments and the payment in
full of the Notes and the Facility Termination Date.



                                       55
<PAGE>

                                   ARTICLE VII
            Conditions to Making Loans and Issuing Letters of Credit

     7.1  Conditions of Term Loans and Initial  Advance . The  obligation of the
Lenders  to make the Term  Loans and the  initial  Advance  under the  Revolving
Credit Facility,  and of the Issuing Bank to issue any Letter of Credit,  and of
Bank of  America to make any Swing  Line  Loan,  is  subject  to the  conditions
precedent that:

     (a) the  Administrative  Agent shall have  received on the Closing Date, in
form and substance  satisfactory to the  Administrative  Agent and Lenders,  the
following:

          (i)  executed  originals  of each of this  Agreement,  the Notes,  the
initial Facility Guaranties, the Security Instruments, the LC Account Agreement,
the other Loan Documents, together with all schedules and exhibits thereto;

          (ii) the  favorable  written  opinion or opinions  with respect to the
Loan Documents and the transactions  contemplated  thereby of special counsel to
the Credit Parties dated the Closing Date, addressed to the Administrative Agent
and the Lenders and satisfactory to Smith Helms Mulliss & Moore, L.L.P., special
counsel to the Administrative Agent, substantially in the form of Exhibit G;

          (iii)  resolutions  of the boards of  directors  or other  appropriate
governing body (or of the  appropriate  committee  thereof) of each Credit Party
certified  by its  secretary  or  assistant  secretary  as of the Closing  Date,
approving  and  adopting the Loan  Documents to be executed by such Person,  and
authorizing the execution and delivery thereof;

          (iv)   specimen   signatures   of   officers   or  other   appropriate
representatives  executing  the Loan  Documents  on behalf of each of the Credit
Parties, certified by the secretary or assistant secretary of such Credit Party;

          (v)  the  Organizational  Documents  of  each  of the  Credit  Parties
certified  as of a  recent  date by the  Secretary  of  State  of its  state  of
organization;

          (vi) Operating Documents of each of the Credit Parties certified as of
the Closing Date as true and correct by its secretary or assistant secretary;

          (vii)  certificates  issued as of a recent date by the  Secretaries of
State of the respective jurisdictions of formation of each of the Credit Parties
as to the due existence and good standing of such Person;

          (viii) appropriate  certificates of qualification to do business, good
standing and,  where  appropriate,  authority to conduct  business under assumed
name, issued in respect of each of the Credit Parties as of a recent date by the
Secretary  of State or  comparable  official of each  jurisdiction  in which the
failure to be  qualified  to do business or  authorized  so to conduct  business
could have a Material Adverse Effect;

          (ix)   notice   of    appointment    of   the    initial    Authorized
Representative(s);

          (x)    ab  certificate  of  an  Authorized  Representative  dated  the
Closing Date demonstrating  compliance with the financial covenants contained in
Sections 10.1(a) through 10.1(c) as of June 30, 1999,  substantially in the form
of Exhibit H;



                                       56
<PAGE>

          (xi) evidence of all insurance required by the Loan Documents;

          (xii) an initial  Borrowing  Notice,  if any,  and,  if elected by the
Borrowers, Interest Rate Selection Notice;

          (xiii)  evidence of the filing of Uniform  Commercial  Code  financing
statements  reflecting  the filing in all places  required by applicable  law to
perfect the Liens of the Administrative  Agent under the Security Instruments as
a first priority Lien as to items of Collateral in which a security interest may
be  perfected by the filing of financing  statements,  and such other  documents
and/or  evidence of other actions as may be necessary  under  applicable  law to
perfect the Liens of the Administrative  Agent under the Security Instruments as
a first  priority  Lien in and to such other  Collateral  as the  Administrative
Agent may require, including without limitation:



                                       56
<PAGE>

               (1) the  delivery  by the  Borrowers  of all  stock  certificates
evidencing  Pledged  Interests  accompanied  in each case by duly executed stock
powers (or other appropriate transfer documents) in blank affixed thereto; and

               (2)  the  delivery  by  the  Borrowers  of  certificates  of  the
Registrar of each partnership or limited liability company Restricted Subsidiary
evidencing the due registration on the registration  books of such Person of the
Lien  in  favor  of  the  Administrative  Agent  conferred  under  the  Security
Instruments;

          (xiv)  the  Mortgage  Notes and Delta  Subordinated  Notes,  with duly
executed endorsements affixed thereto;

          (xv)  evidence  of  consummation  of the  Acquisition  Transaction  in
accordance with the terms of the Transaction Documents;

          (xvi)  evidence  of  repayment  of  the  Existing   Indebtedness   and
termination of the credit  facilities under which such  indebtedness was created
and any related Liens;

          (xvii) evidence  satisfactory to the Agent of the ownership by PepsiCo
of not less than 20% of the Parent;

          (xviii) evidence of ownership by the Parent of the Delta  Subordinated
Notes and the right of Delta to make current cash interest payments on the Delta
Subordinated Notes;

          (xix) Proxy Statement;

          (xx) the  Historical  Financial  Statements  and  Historical Pro Forma
Financial Statements;



                                       57
<PAGE>

          (xxi)  evidence  of  the  entering  into  by  the  Borrowers  of  Swap
Agreements  which  provide  coverage  in an  notional  amount  equal to at least
$37,500,000 for a duration of at least two (2) years from the Closing Date;

          (xxii)  evidence that all fees payable by the Borrowers on the Closing
Date to the Administrative Agent, BAS and the Lenders have been paid in full;

          (xxiii)  Uniform  Commercial  Code search  results  showing only those
Liens as are acceptable to the Lenders; and

          (xxiv) such other documents, instruments, certificates and opinions as
the Administrative Agent or any Lender may reasonably request on or prior to the
Closing  Date  in  connection  with  the   consummation   of  the   transactions
contemplated hereby; and

     (b) In the good faith judgment of the Administrative Agent and the Lenders:

          (i)  there   shall  not  have   occurred   or  become   known  to  the
Administrative  Agent or the Lenders any event,  condition,  situation or status
since  the date of the  information  contained  in the  financial  and  business
projections, budgets, pro forma data and forecasts concerning the Parent and its
Subsidiaries  delivered  to the  Administrative  Agent prior to the Closing Date
that has had or could  reasonably  be expected  to result in a Material  Adverse
Effect;

          (ii) no litigation,  action,  suit,  investigation  or other arbitral,
administrative or judicial proceeding shall be pending or threatened which could
reasonably  be likely to enjoin,  restrain  or  otherwise  adversely  affect the
Acquisition Transaction or otherwise result in a Material Adverse Effect; and

          (iii) the Credit Parties shall have received all  approvals,  consents
and waivers,  and shall have made or given all necessary  filings and notices as
shall be  required  to  consummate  the  Acquisition  Transaction  and the other
transactions  contemplated  hereby  without the occurrence of any default under,
conflict with or violation of (A) any applicable law, rule, regulation, order or
decree of any Governmental Authority or arbitral authority or (B) any agreement,
document or instrument to which any of the Credit Parties is a party or by which
any of them or their properties is bound.

     7.2 Conditions of Revolving Loans and Letter of Credit . The obligations of
the Lenders to make any Revolving  Loans, and the Issuing Bank to issue or renew
Letters of Credit and Bank of America to make Swing Line Loans,  hereunder on or
subsequent to the Closing Date are subject to the  satisfaction of the following
conditions:

     (a) the  Administrative  Agent or, in the case of Swing Line Loans, Bank of
America shall have received a Borrowing Notice if required by Article II;

     (b) the  representations  and warranties of the Credit Parties set forth in
Article VIII and in each of the other Loan  Documents  shall be true and correct
in all material respects on and as of the date of such Advance,  Swing Line Loan
or Letter of Credit  issuance  or  renewal,  with the same effect as though such
representations  and warranties had been made on and as of such date,  except to
the extent  that such  representations  and  warranties  expressly  relate to an
earlier  date and except that the  financial  statements  referred to in Section
8.6(a)  shall be  deemed  (solely  for the  purpose  of the  representation  and
warranty  contained in such Section  8.6(a) but not for the purpose of any cross
reference  to such  Section  8.6(a)  or to the  financial  statements  described
therein  contained in any other provision of Section 8.6 or elsewhere in Article
8)  to  be  those   financial   statements   most  recently   delivered  to  the
Administrative  Agent and the  Lenders  pursuant  to  Section  9.1 from the date
financial  statements are delivered to the Administrative  Agent and the Lenders
in accordance with such Section;



                                       58
<PAGE>

     (c) in the case of the  issuance  of a Letter of Credit,  the  Borrower  or
Borrowers,  as the case may be, shall have executed and delivered to the Issuing
Bank an  Application  and  Agreement  for  Letter of Credit in form and  content
acceptable  to the  Issuing  Bank  together  with  such  other  instruments  and
documents as it shall request;

     (d) at the time of (and after giving  effect to) each  Advance,  Swing Line
Loan or the  issuance  of a Letter of  Credit,  no  Default  or Event of Default
specified in Article XI shall have occurred and be continuing; and

     (e) immediately after giving effect to:

          (i)  a  Revolving  Loan,  the  aggregate   principal  balance  of  all
outstanding  Revolving  Loans for each  Lender  shall not exceed  such  Lender's
Revolving Credit Commitment;

          (ii) a Letter of Credit or renewal  thereof,  the aggregate  principal
balance of all outstanding Participations in Letters of Credit and Reimbursement
Obligations  (or in the case of the Issuing Bank,  its remaining  interest after
deduction  of  all   Participations  in  Letters  of  Credit  and  Reimbursement
Obligations  of other  Lenders) for each Lender and in the  aggregate  shall not
exceed,  respectively,  (X) such Lender's Letter of Credit Commitment or (Y) the
Total Letter of Credit Commitment;

          (iii) a Swing Line Loan, the Swing Line Outstandings  shall not exceed
$5,000,000; and

          (iv) a  Revolving  Loan,  Swing  Line  Loan or a Letter  of  Credit or
renewal thereof,  the sum of Letter of Credit Outstandings plus Revolving Credit
Outstandings plus Swing Line  Outstandings  shall not exceed the Total Revolving
Credit Commitment.



                                       59
<PAGE>

                                  ARTICLE VIII
                         Representations and Warranties

          Each  Borrower  represents  and warrants with respect to itself and to
its  Subsidiaries  (which  representations  and  warranties  shall  survive  the
delivery of the documents mentioned herein and the making of Loans), that:

     8.1 Organization and Authority .

     (a) The Borrower and each  Subsidiary is a corporation,  limited  liability
company or partnership duly organized and validly existing under the laws of the
jurisdiction of its formation;

     (b) The  Borrower  and each  Subsidiary  (x) has the  requisite  power  and
authority to own its  properties  and assets and to carry on its business as now
being conducted and as contemplated in the Loan Documents,  and (y) is qualified
to do business in every jurisdiction in which failure so to qualify would have a
Material Adverse Effect;

     (c) The  Borrower  has the power and  authority  to  execute,  deliver  and
perform this Agreement and the Notes, and to borrow  hereunder,  and to execute,
deliver and perform each of the other Loan Documents to which it is a party;

     (d)  Each  Credit  Party  (other  than the  Borrowers)  has the  power  and
authority to execute,  deliver and perform the Facility Guaranty and each of the
other Loan Documents to which it is a party; and

     (e) When executed and  delivered,  each of the Loan  Documents to which any
Credit  Party is a party  will be the legal,  valid and  binding  obligation  or
agreement,  as the case may be, of such Credit Party,  enforceable  against such
Credit  Party in  accordance  with  its  terms,  subject  to the  effect  of any
applicable bankruptcy, moratorium,  insolvency,  reorganization or other similar
law  affecting the  enforceability  of  creditors'  rights  generally and to the
effect of general  principles of equity  (whether  considered in a proceeding at
law or in equity).

     8.2 Loan Documents . The execution, delivery and performance by each Credit
Party of each of the Loan Documents to which it is a party:

     (a) have been duly  authorized  by all requisite  Organizational  Action of
such Credit Party required for the lawful  execution,  delivery and  performance
thereof;

     (b) do not  violate  any  provisions  of (i) any  applicable  law,  rule or
regulation,  (ii) any judgment, writ, order,  determination,  decree or arbitral
award of any Governmental Authority or arbitral authority binding on such Credit
Party or its  properties,  or  (iii) the  Organizational  Documents or Operating
Documents of such Credit Party;

     (c) does not and will not be in  conflict  with,  result  in a breach of or
constitute an event of default,  or an event which, with notice or lapse of time
or both,  would constitute an event of default,  under any contract,  indenture,
agreement or other instrument or document to which such Credit Party is a party,
or by which the properties or assets of such Credit Party are bound; and



                                       60
<PAGE>

     (d) does not and will not result in the creation or  imposition of any Lien
upon any of the  properties  or assets of such  Credit  Party or any  Subsidiary
except any Liens in favor of the Administrative Agent and the Lenders created by
the Security Instruments.

     8.3  Solvency.  Each Credit  Party is Solvent  after  giving  effect to the
transactions contemplated by the Loan Documents.

     8.4 Subsidiaries and Stockholders.  The Borrower has no Subsidiaries  other
than  those  Persons  listed as  Subsidiaries  in  Schedule  8.4 and  additional
Subsidiaries  created or acquired  after the  Closing  Date in  compliance  with
Section 9.20;  Schedule 8.4 states as of the date hereof the organizational form
of each entity,  the authorized  and issued  capitalization  of each  Subsidiary
listed thereon,  the number of shares or other equity interests of each class of
capital stock or interest issued and outstanding of each such Subsidiary and the
number  and/or  percentage  of  outstanding  shares  or  other  equity  interest
(including  options,  warrants and other rights to acquire any interest) of each
such class of capital stock or other equity interest owned by Borrower or by any
such Subsidiary;  the outstanding  shares or other equity interests of each such
Subsidiary  have been duly  authorized and validly issued and are fully paid and
nonassessable;  and Borrower and each such Subsidiary owns  beneficially  and of
record  all the shares and other  interests  it is listed as owning in  Schedule
8.4, free and clear of any Lien.

     8.5 Ownership Interests.  The Borrower owns no interest in any Person other
than the  Persons  listed in Schedule  8.4,  equity  investments  in Persons not
constituting   Subsidiaries   permitted   under   Section 10.6   and  additional
Subsidiaries  created or acquired  after the  Closing  Date in  compliance  with
Section 9.20.

     8.6 Financial Condition .

     (a) The Borrowers have  heretofore  furnished to each Lender the Historical
Financial  Statements.  Except as set forth therein,  such financial  statements
(including  the notes  thereto)  present  fairly the financial  condition of the
Parent  and its  Subsidiaries  as of the end of such  Fiscal  Years and  interim
period and  results of their  operations  and the  changes in its  stockholders'
equity for the Fiscal  Years and interim  period then ended,  all in  conformity
with  GAAP  applied  on a  Consistent  Basis,  subject  however,  in the case of
unaudited interim statements to year end audit adjustments;

     (b) the Borrowers have heretofore  furnished each Lender (i) the Historical
Pro Forma  Financial  Statements,  which fairly  present the combined  financial
position of the Parent and its Restricted Subsidiaries as of the dates set forth
therein,  in each case in  accordance  with GAAP applied on a  Consistent  Basis
(except as set forth therein) and (ii) pro forma financial statement projections
of the Parent and its  Restricted  Subsidiaries  for each of the five (5) Fiscal
Years of the Parent and its  Restricted  Subsidiaries  ending  December 31, 1999
through  December  31,  2004,  which pro forma  projections  fairly  present the
estimated  consolidated  income and cash flows of the Parent and its  Restricted
Subsidiaries assuming the consummation of the Acquisition Transaction;

     (c)  since the later of (i) the date of the  audited  financial  statements
delivered  pursuant  to Section  8.6(a)  hereof or (ii) the date of the  audited
financial  statements most recently delivered pursuant to Section 9.1(a) hereof,
there  has been no  material  adverse  change  in the  condition,  financial  or
otherwise,  of the  Borrower or any of its  Subsidiaries  or in the  businesses,
properties,  performance,  prospects  or  operations  of  the  Borrower  or  its
Subsidiaries,  nor have such businesses or properties been materially  adversely
affected  as a result  of any fire,  explosion,  earthquake,  accident,  strike,
lockout, combination of workers, flood, embargo or act of God; and



                                       61
<PAGE>

     (d)  except  as  set  forth  in the  financial  statements  referred  to in
Section 8.6(a)  or in Schedule  8.6 or permitted  by  Section 10.4,  neither the
Borrower nor any Subsidiary has incurred,  other than in the ordinary  course of
business, any material  Indebtedness,  Contingent Obligation or other commitment
or liability which remains outstanding or unsatisfied.

     8.7 Title to  Properties . The Borrower  and each of its  Subsidiaries  and
each  other  Credit  Party  has  good and  marketable  title to all its real and
personal properties,  subject to no transfer  restrictions or Liens of any kind,
except for the  transfer  restrictions  and Liens  described in Schedule 8.7 and
Liens permitted by Section 10.3.

     8.8 Taxes . Except as set forth in Schedule  8.8,  the Borrower and each of
its  Subsidiaries  has filed or caused to be filed all federal,  state and local
tax  returns  which are  required  to be filed by it and,  except  for taxes and
assessments being contested in good faith by appropriate  proceedings diligently
conducted  and against  which  reserves  reflected in the  financial  statements
described in  Section 8.6(a)  or Sections 9.1(a) or (b) and  satisfactory to the
Borrower's independent certified public accountants have been established,  have
paid or  caused  to be paid  all  taxes  as  shown  on  said  returns  or on any
assessment received by it, to the extent that such taxes have become due.

     8.9 Other Agreements. No Credit Party nor any Subsidiary is

     (a) a party to or subject to any judgment, order, decree, agreement,  lease
or instrument,  or subject to other  restrictions,  which individually or in the
aggregate could reasonably be expected to have a Material Adverse Effect; or

     (b) in default in the performance,  observance or fulfillment of any of the
obligations, covenants or conditions contained in any agreement or instrument to
which such Credit Party or any  Subsidiary is a party,  which default has, or if
not remedied  within any applicable  grace period could  reasonably be likely to
have, a Material Adverse Effect.

     8.10 Litigation.  Except as set forth in Schedule 8.10, there is no action,
suit,  investigation  or  proceeding  at law or in equity  or by or  before  any
governmental  instrumentality  or agency or arbitral  body  pending,  or, to the
knowledge  of  the  Borrower,  threatened  by or  against  the  Borrower  or any
Subsidiary or other Credit Party or affecting the Borrower or any  Subsidiary or
other Credit Party or any properties or rights of the Borrower or any Subsidiary
or other Credit  Party,  which would  reasonably  be expected to have a Material
Adverse Effect.

     8.11 Margin Stock.  The proceeds of the  borrowings  made hereunder will be
used by the Borrower only for the purposes expressly  authorized herein. None of
such  proceeds  will  be  used,  directly  or  indirectly,  for the  purpose  of
purchasing  or  carrying  any margin  stock or for the  purpose of  reducing  or
retiring any  Indebtedness  which was  originally  incurred to purchase or carry
margin stock or for any other  purpose which might  constitute  any of the Loans
under this Agreement a "purpose  credit" within the meaning of said Regulation U
or Regulation X (12 C.F.R. Part 221) of the Board.  Neither the Borrower nor any
agent  acting in its behalf has taken or will take any action  which might cause
this Agreement or any of the documents or instruments  delivered pursuant hereto
to violate any regulation of the Board or to violate the Securities Exchange Act
of 1934, as amended,  or the  Securities  Act of 1933, as amended,  or any state
securities laws, in each case as in effect on the date hereof.



                                       62
<PAGE>

     8.12 Investment Company. No Credit Party is an "investment company," or an
"affiliated  person"  of, or  "promoter"  or  "principal  underwriter"  for,  an
"investment company," as such terms are defined in the Investment Company Act of
1940, as amended (15 U.S.C. ss. 80a-1, et seq.). The application of the proceeds
of the Loans and repayment  thereof by the Borrower and the  performance  by the
Borrower and the other Credit Parties of the  transactions  contemplated  by the
Loan  Documents  will not  violate  any  provision  of said  Act,  or any  rule,
regulation or order issued by the Securities and Exchange Commission thereunder,
in each case as in effect on the date hereof.

     8.13  Patents,  Etc. The  Borrower and each other Credit Party owns or has
the right to use,  under valid license  agreements  or  otherwise,  all material
patents, licenses, franchises,  trademarks, trademark rights, trade names, trade
name rights, trade secrets and copyrights necessary to or used in the conduct of
its  businesses  as now  conducted and as  contemplated  by the Loan  Documents,
without known conflict with any patent,  license,  franchise,  trademark,  trade
secret, trade name, copyright, other proprietary right of any other Person.

     8.14 No Untrue  Statement.  Neither (a) this  Agreement  nor any other Loan
Document or  certificate  or document  executed and delivered by or on behalf of
the  Borrower or any other Credit  Party in  accordance  with or pursuant to any
Loan Document nor (b) any statement, representation, or warranty provided to the
Administrative  Agent in connection  with the  negotiation or preparation of the
Loan Documents  contains any  misrepresentation  or untrue statement of material
fact or omits to state a material fact necessary,  in light of the  circumstance
under which it was made, in order to make any such warranty,  representation  or
statement contained therein not misleading.

     8.15 No Consents,  Etc. Neither the respective  businesses or properties of
the Credit  Parties or any  Subsidiary,  nor any  relationship  among the Credit
Parties  or any  Subsidiary  and  any  other  Person,  nor any  circumstance  in
connection  with the execution,  delivery and  performance of the Loan Documents
and the  transactions  contemplated  thereby,  is such as to  require a consent,
approval or authorization of, or filing, registration or qualification with, any
Governmental  Authority or any other Person on the part of any Credit Party as a
condition to the execution,  delivery and performance of, or consummation of the
transactions  contemplated  by the Loan  Documents,  which,  if not  obtained or
effected,  would be reasonably  likely to have a Material Adverse Effect,  or if
so, such consent, approval, authorization, filing, registration or qualification
has been duly obtained or effected, as the case may be.

     8.16 Employee Benefit Plans. Except as set forth on Schedule 8.16,

     (a) The  Borrower  and  each  ERISA  Affiliate  is in  compliance  with all
applicable provisions of ERISA and the regulations and published interpretations
thereunder and in compliance  with all Foreign  Benefit Laws with respect to all
Employee Benefit Plans except for any required amendments for which the remedial
amendment period as defined in  Section 401(b)  of the Code has not yet expired.
Each Employee Benefit Plan that is intended to be qualified under Section 401(a)
of the Code has been  determined or the Borrower or its  Subsidiaries  is in the
process of obtaining a  determination  by the Internal  Revenue Service to be so
qualified,  each  trust  related to such plan has been  determined  to be exempt
under Section 501(a) of the Code, and each Employee  Benefit Plan subject to any
Foreign  Benefit Law has  received the  required  approvals by any  Governmental
Authority  regulating such Employee Benefit Plan. No material liability has been
incurred by the Borrower or any ERISA  Affiliate  which remains  unsatisfied for
any  taxes  or  penalties  with  respect  to any  Employee  Benefit  Plan or any
Multiemployer Plan;



                                       63
<PAGE>

     (b)  Neither  the  Borrower  nor any ERISA  Affiliate  has (i) engaged in a
nonexempt  prohibited  transaction  described  in  Section  4975 of the  Code or
Section 406 of ERISA  affecting any of the Employee  Benefit Plans or the trusts
created  thereunder  which could subject any such Employee Benefit Plan or trust
to a material tax or penalty on prohibited  transactions  imposed under Internal
Revenue Code  Section  4975 or ERISA,  (ii)  incurred  any  accumulated  funding
deficiency with respect to any Employee Benefit Plan,  whether or not waived, or
any other liability to the PBGC which remains outstanding other than the payment
of premiums and there are no premium  payments  which are due and unpaid,  (iii)
failed to make a required  contribution or payment to a Multiemployer Plan, (iv)
failed to make a required  installment or other  required  payment under Section
412 of the  Code,  Section  302 of ERISA or the terms of such  Employee  Benefit
Plan,  or (v) failed to make a required  contribution  or payment,  or otherwise
failed to operate in  compliance  with any Foreign  Benefit Law  regulating  any
Employee Benefit Plan;

     (c) No  Termination  Event has occurred or is reasonably  expected to occur
with respect to any Pension Plan or Multiemployer Plan, and neither the Borrower
nor any ERISA  Affiliate  has  incurred  any unpaid  withdrawal  liability  with
respect to any Multiemployer Plan;

     (d) The present value of all vested  accrued  benefits  under each Employee
Benefit  Plan which is subject to Title IV of ERISA,  or the funding of which is
regulated  by any Foreign  Benefit Law did not, as of the most recent  valuation
date for each such  plan,  exceed the then  current  value of the assets of such
Employee Benefit Plan allocable to such benefits;

     (e) To the best of the  Borrower's  knowledge,  each Employee  Benefit Plan
which is subject to Title IV of ERISA or the  funding of which is  regulated  by
any Foreign Benefit Law, maintained by the Borrower or any ERISA Affiliate,  has
been  administered in accordance with its terms in all material  respects and is
in  compliance  in all material  respects with all  applicable  requirements  of
ERISA, applicable Foreign Benefit Law and other applicable laws, regulations and
rules;

     (f) The consummation of the Loans and the issuance of the Letters of Credit
provided  for herein  will not involve any  prohibited  transaction  under ERISA
which is not subject to a statutory or administrative exemption; and

     (g) No material proceeding,  claim, lawsuit and/or investigation exists or,
to  the  best  knowledge  of the  Borrower  after  due  inquiry,  is  threatened
concerning or involving any Employee Benefit Plan;

     8.17 No Default. As of the date hereof, there does not exist any Default or
Event of Default hereunder.

     8.18  Environmental  Laws.  Except as listed on Schedule 8.18, the Borrower
and each Subsidiary is in compliance with all applicable  Environmental Laws and
has been issued and currently  maintains all required  federal,  state and local
permits, licenses,  certificates and approvals except where the failure to be in
compliance or to have such permits,  licenses,  certificates or approvals, would
not reasonably be expected to have a Material  Adverse Effect.  Except as listed
on Schedule  8.18,  neither the Borrower nor any Subsidiary has been notified of
any pending or threatened action, suit, proceeding or investigation, and neither
the  Borrower  nor any  Subsidiary  is aware of any facts,  which (a) calls into
question,  or could reasonably be expected to call into question,  compliance by
the Borrower or any Subsidiary with any Environmental  Laws, (b) seeks, or could
reasonably  be  expected  to form the  basis  of a  meritorious  proceeding,  to
suspend,  revoke or terminate any license,  permit or approval necessary for the
operation of the  Borrower's or any  Subsidiary's  business or facilities or for
the  generation,  handling,  storage,  treatment  or disposal  of any  Hazardous
Materials,  or (c) seeks to cause,  or could  reasonably be expected to form the
basis of a meritorious  proceeding to cause, any property of the Borrower or any
Subsidiary or other Credit Party to be subject to any restrictions on ownership,
use, occupancy or  transferability  under any Environmental Law, which in any of
the foregoing  instances would reasonably be expected to have a Material Adverse
Effect.



                                       64
<PAGE>

     8.19 Employment Matters.

     (a) None of the  employees of the Borrower or any  Subsidiary is subject to
any collective bargaining agreement which would reasonably be expected to have a
Material  Adverse Effect and there are no strikes,  work stoppages,  election or
decertification   petitions  or   proceedings,   unfair  labor  charges,   equal
opportunity proceedings,  or other material labor/employee related controversies
or  proceedings  pending or, to the best  knowledge of the Borrower,  threatened
against the Borrower or any Subsidiary or between the Borrower or any Subsidiary
and any of its employees, other than employee grievances arising in the ordinary
course of business  which could not reasonably be expected,  individually  or in
the aggregate, to have a Material Adverse Effect; and

     (b) Except to the extent a failure to maintain  compliance would not have a
Material  Adverse  Effect,  the Borrower and each Subsidiary is in compliance in
all respects with all applicable laws, rules and regulations pertaining to labor
or employment  matters,  including without limitation those pertaining to wages,
hours,  occupational  safety  and  taxation  and  there is  neither  pending  or
threatened any  litigation,  administrative  proceeding nor, to the knowledge of
the Borrower,  any  investigation,  in respect of such matters which, if decided
adversely, could reasonably be likely, individually or in the aggregate, to have
a Material Adverse Effect.

     8.20 RICO.  Neither the  Borrower nor any  Subsidiary  is engaged in or has
engaged in any course of conduct  that  could  subject  any of their  respective
properties  to any Lien,  seizure or other  forfeiture  under any criminal  law,
racketeer influenced and corrupt  organizations law, civil or criminal, or other
similar laws.

     8.21 Year 2000  Compliance.  The  Borrower  and its  Subsidiaries  have (i)
initiated  a review  and  assessment  of all  areas  within  its and each of its
Subsidiaries'  business and operations  (including those affected by information
received from  suppliers  and vendors)  that could  reasonably be expected to be
adversely affected by the Year 2000 Problem,  (ii) developed a plan and timeline
for  addressing  the Year 2000  Problem  on a timely  basis,  and (iii) to date,
implemented  that plan  substantially  in accordance  with that  timetable.  The
Borrower  reasonably  believes that all computer  applications  (including those
affected by  information  received  from its  suppliers  and  vendors)  that are
material to its or any of its  Subsidiaries'  business and operations  will on a
timely basis be Year 2000  Compliant,  except to the extent that a failure to do
so could not reasonably be expected to have Material Adverse Effect.

                                   ARTICLE IX

                              Affirmative Covenants

     Until the Facility  Termination  Date,  unless the Required  Lenders  shall
otherwise  consent in writing,  the Parent will, and where applicable will cause
each Restricted Subsidiary to:

     9.1 Financial Reports, Etc.

     (a) As soon as  practical  and in any event within 95 days after the end of
each  Fiscal  Year of the  Parent,  deliver  or  cause  to be  delivered  to the
Administrative Agent and each Lender (i) consolidated and consolidating  balance
sheets  of the  Parent  and its  Restricted  Subsidiaries,  the  Parent  and its
consolidated  Subsidiaries  and of Delta and its  Subsidiaries  as at the end of
such  Fiscal  Year,  and the notes  thereto,  and the related  consolidated  and
consolidating statements of income, stockholders' equity and cash flows, and the
respective  notes thereto,  for such Fiscal Year,  setting forth (other than for
consolidating  statements)  comparative  financial  statements for the preceding
Fiscal Year, all prepared in accordance with GAAP applied on a Consistent  Basis
and containing, with respect to the consolidated financial statements,  opinions
of Arthur Andersen LLP, or other such independent  certified public  accountants
selected  by the Parent and  approved  by the  Administrative  Agent,  which are
unqualified as to the scope of the audit performed and as to the "going concern"
status of the Parent and Delta and without any exception  not  acceptable to the
Lenders,  and (ii) a certificate of an Authorized  Representative  demonstrating
compliance with Sections 10.1(a) through 10.1(c),  which certificate shall be in
the form of Exhibit H;

     (b) as soon as  practical  and in any event within 50 days after the end of
each fiscal quarter (except the last fiscal quarter of the Fiscal Year), deliver
to the  Administrative  Agent and each Lender (i) consolidated and consolidating
balance sheets of the Parent and its Restricted Subsidiaries, the Parent and its
consolidated  Subsidiaries  and of Delta and its  Subsidiaries  as at the end of
such fiscal quarter, and the related  consolidated and consolidating  statements
of income,  stockholders'  equity and cash flows for such fiscal quarter and for
the period from the beginning of the then current Fiscal Year through the end of
such  reporting  period,  and  accompanied  by a  certificate  of an  Authorized
Representative to the effect that such financial  statements  present fairly the
financial  position of the Parent and its Restricted  Subsidiaries  and of Delta
and its  Subsidiaries  as of the end of such  fiscal  period and the  results of
their  operations  and the changes in their  financial  position for such fiscal
period,  in  conformity  with the  standards  set forth in Section  8.6(a)  with
respect to interim financial statements, and (ii) a certificate of an Authorized
Representative  containing  computations  for such  quarter  comparable  to that
required pursuant to Section 9.1(a)(ii);

     (c) together  with each delivery of the  financial  statements  required by
Section 9.1(a)(i),  deliver to the Administrative Agent and each Lender a letter
from the Parent's  accountants  specified in Section  9.1(a)(i)  stating that in
performing the audit necessary to render an opinion on the financial  statements
delivered under Section 9.1(a)(i),  they obtained no knowledge of any Default or
Event of Default by the Borrowers in the fulfillment of the terms and provisions
of this Agreement insofar as they relate to financial matters (which at the date
of  such  statement  remains  uncured);  or if  the  accountants  have  obtained
knowledge of such Default or Event of Default, a statement specifying the nature
and period of existence thereof;



                                       67
<PAGE>

     (d) promptly upon their becoming  available to the Parent, the Parent shall
deliver to the Administrative Agent and each Lender a copy of (i) all regular or
special  reports  or  effective  registration  statements  which  Parent  or any
Subsidiary  shall  file with the  Securities  and  Exchange  Commission  (or any
successor  thereto)  or  any  securities  exchange,  (ii)  any  proxy  statement
distributed by the Parent or any Subsidiary to its shareholders,  bondholders or
the financial  community in general,  and (iii) any  management  letter or other
report  submitted to the Parent or any Subsidiary by independent  accountants in
connection  with any  annual,  interim  or  special  audit of the  Parent or any
Subsidiary; and

     (e) not later than the last  Business Day of each Fiscal  Year,  deliver to
the  Administrative   Agent  and  each  Lender  consolidated  and  consolidating
financial  projections  including a capital and operating expense budget for the
Parent and its  Restricted  Subsidiaries  for the next Fiscal Year,  prepared in
accordance with GAAP applied on a Consistent Basis;

     (f) as soon as  practicable  and in any event within 15 days following June
30 and December 31 of each Fiscal Year, deliver to the Administrative  Agent and
each Lender an accounts receivable aging report in form and detail substantially
similar to that furnished to the Administrative Agent prior to the Closing Date;

     (g)  promptly,  from time to time,  deliver or cause to be delivered to the
Administrative Agent and each Lender such other information regarding the Parent
and any  Restricted  Subsidiary's  operations,  business  affairs and  financial
condition as the Administrative Agent or such Lender may reasonably request;

     The Administrative Agent and the Lenders are hereby authorized to deliver a
copy of any such  financial  or other  information  delivered  hereunder  to the
Lenders (or any affiliate of any Lender) or to the Administrative  Agent, to any
Governmental  Authority having jurisdiction over the Administrative Agent or any
of the  Lenders  pursuant  to any written  request  therefor or in the  ordinary
course of examination of loan files, or to any other Person who shall acquire or
consider the assignment of, or acquisition of any participation interest in, any
Obligation permitted by this Agreement.

     9.2  Maintain   Properties.   Maintain  all  properties  necessary  to  its
operations  in good  working  order  and  condition,  make all  needed  repairs,
replacements and renewals to such  properties,  and maintain free from Liens all
trademarks, trade names, patents, copyrights, trade secrets, know-how, and other
intellectual   property  and  proprietary   information  (or  adequate  licenses
thereto),  in each case as are  reasonably  necessary to conduct its business as
currently conducted or as contemplated  hereby, all in accordance with customary
and prudent business practices.

     9.3 Existence,  Qualification, Etc. Except as otherwise expressly permitted
under Section 10.7, do or cause to be done all things  necessary to preserve and
keep in full  force  and  effect  its  existence  and all  material  rights  and
franchises,  and  maintain  its  license or  qualification  to do  business as a
foreign  corporation  and  good  standing  in each  jurisdiction  in  which  its
ownership or lease of property or the nature of its business  makes such license
or qualification necessary.

     9.4 Regulations and Taxes.  Comply in all material respects with or contest
in good  faith all  statutes  and  governmental  regulations  and pay all taxes,
assessments,  governmental  charges,  claims for labor,  supplies,  rent and any
other  obligation  which,  if unpaid,  would  become a Lien  against  any of its
properties  except  liabilities  being  contested  in good faith by  appropriate
proceedings  diligently conducted and against which adequate reserves acceptable
to the Parent's  independent  certified public accountants have been established
unless and until any Lien  resulting  therefrom  attaches to any of its property
and becomes enforceable against its creditors.



                                       68
<PAGE>

     9.5 Insurance.  (a) Keep all of its insurable properties adequately insured
at all times with responsible  insurance carriers against loss or damage by fire
and other  hazards to the extent  and in the manner as are  customarily  insured
against by similar  businesses  owning such  properties  similarly  situated and
otherwise as required by the Security  Instruments,  (b) maintain general public
liability  insurance at all times with  responsible  insurance  carriers against
liability  on  account  of damage  to  persons  and  property  and (c)  maintain
insurance  under  all  applicable   workers'   compensation   laws  (or  in  the
alternative,   maintain   required   reserves  if   self-insured   for  workers'
compensation  purposes) and against loss by reason by business interruption such
policies of insurance to have such limits, deductibles, exclusions, co-insurance
and other provisions providing no less coverages than that specified in Schedule
9.5,  such  insurance  policies  to be in form  reasonably  satisfactory  to the
Administrative  Agent.  Each of the  policies  of  insurance  described  in this
Section 9.5 shall provide that the insurer shall give the  Administrative  Agent
not less than  thirty  (30) days' prior  written  notice  before any such policy
shall be terminated, lapse or be altered in any manner.

     9.6 True Books.  Keep true books of record and account in which full,  true
and correct  entries will be made of all of its dealings and  transactions,  and
set up on its books such  reserves as may be  required  by GAAP with  respect to
doubtful  accounts and all taxes,  assessments,  charges,  levies and claims and
with respect to its business in general, and include such reserves in interim as
well as year-end financial statements.

     9.7  Year  2000   Compliance.   The  Parent   will   promptly   notify  the
Administrative  Agent  and the  Lenders  in the event the  Parent  discovers  or
determines  that  any  computer   application   (including   those  affected  by
information  received from its suppliers and vendors) that is material to its or
any of its Subsidiaries' business and operations will not be Year 2000 Compliant
on a timely basis,  except to the extent that such failure could not  reasonably
be expected to have a Material Adverse Effect.

     9.8 Right of Inspection.  Permit any Person designated by any Lender or the
Administrative Agent to visit and inspect any of the properties, corporate books
and  financial  reports  of the  Parent or any  Subsidiary  and to  discuss  its
affairs,  finances  and accounts  with its  principal  officers and  independent
certified public accountants,  all at reasonable times, at reasonable  intervals
and with reasonable prior notice.

     9.9 Observeall Laws.  Conform to and duly observe in all respects all laws,
rules and  regulations  and all other  valid  requirements  of any  Governmental
Authority with respect to the conduct of its business,  except where the failure
to do so could not reasonably be expected to have a Material Adverse Effect.

     9.10  Governmental  Licenses.  Obtain and maintain all  licenses,  permits,
certifications and approvals of all applicable  Governmental  Authorities as are
required  for  the  conduct  of  its  business  as  currently  conducted  and as
contemplated by the Loan Documents,  except where the failure to do so could not
reasonably be expected to have a Material Adverse Effect.



                                      69
<PAGE>

     9.11  Covenants  Extending to Other  Persons.  Cause each of its Restricted
Subsidiaries to do with respect to itself, its business and its assets,  each of
the things  required  of the  Parent in  Sections  9.2  through  9.10,  and 9.20
inclusive.

     9.12 Officer's  Knowledge of Default.  Upon any officer of either  Borrower
obtaining  knowledge  of any Default or Event of Default  hereunder or under any
other  obligation of the Borrower or any Subsidiary or other Credit Party to any
Lender,  or any event,  development  or  occurrence  which could  reasonably  be
expected to have a Material Adverse Effect,  cause such officer or an Authorized
Representative  to  promptly  notify  the  Administrative  Agent  of the  nature
thereof,  the period of existence thereof,  and what action the Borrower or such
Subsidiary or other Credit Party proposes to take with respect thereto.

     9.13  Suitsor  Other  Proceedings.  Upon any  officer  of  either  Borrower
obtaining  knowledge of any  litigation or other  proceedings  being  instituted
against the Parent or any Subsidiary or other Credit Party,  or any  attachment,
levy,  execution or other  process  being  instituted  against any assets of the
Parent or any  Subsidiary or other Credit Party,  making a claim or claims in an
aggregate  amount greater than  $5,000,000  not otherwise  covered by insurance,
promptly deliver to the Administrative  Agent written notice thereof stating the
nature and status of such litigation,  dispute,  proceeding,  levy, execution or
other process.

     9.14 Notice of  Environmental  Complaint or Condition.  Promptly provide to
the  Administrative  Agent true,  accurate  and  complete  copies of any and all
notices,  complaints,  orders,  directives,  claims or citations received by the
Parent or any Subsidiary  relating to any (a) violation or alleged  violation by
the Parent or any Subsidiary of any applicable Environmental Law; (b) release or
threatened  release by the Parent or any Subsidiary,  or by any Person handling,
transporting  or disposing of any Hazardous  Material on behalf of the Parent or
any  Subsidiary,  or at any facility or property  owned or leased or operated by
the Parent or any Subsidiary,  of any Hazardous Material, except where occurring
legally pursuant to a permit or license;  or (c) liability or alleged  liability
of the  Parent  or any  Subsidiary  for the  costs  of  cleaning  up,  removing,
remediating or responding to a release of Hazardous  Materials,  which in any of
the foregoing  instances would reasonably be expected to have a Material Adverse
Effect.

     9.15  Environmental  Compliance.  If the  Parent  or any  Subsidiary  shall
receive any  letter,  notice,  complaint,  order,  directive,  claim or citation
alleging that the Parent or any Subsidiary has violated any  Environmental  Law,
has released any Hazardous Material,  or is liable for the costs of cleaning up,
removing,  remediating  or responding to a release of Hazardous  Materials,  the
Parent and any  Subsidiary  shall,  within the time period  permitted and to the
extent  required  by  the  applicable  Environmental  Law  or  the  Governmental
Authority responsible for enforcing such Environmental Law, remove or remedy, or
cause the applicable  Subsidiary to remove or remedy,  such violation or release
or  satisfy  such  liability,  unless  and  only  during  the  period  that  the
applicability of the Environmental  Law, the fact of such violation or liability
or the action  required to remove or remedy such violation is being contested by
the Parent or the applicable  Subsidiary by appropriate  proceedings  diligently
conducted  and all  reserves  with  respect  thereto  as may be  required  under
Generally Accepted Accounting Principles, if any, have been made, and no Lien in
connection  therewith  shall have  attached to any property of the Parent or the
applicable  Subsidiary which shall have become enforceable  against creditors of
such Person.



                                       70
<PAGE>

     9.16 Indemnification.  Without limiting the generality of Section 13.9, the
Borrowers  hereby  jointly  and  severally  agree  to  indemnify  and  hold  the
Administrative  Agent,  the Lenders and any  affiliate  of any Lender party to a
Swap Agreement, and their respective officers, directors,  employees and agents,
harmless from and against any and all claims,  losses,  penalties,  liabilities,
damages and expenses  (including  assessment  and cleanup  costs and  reasonable
attorneys',  consultants'  or other  expert fees,  expenses  and  disbursements)
arising directly or indirectly from, out of or by reason of (a) the violation of
any  Environmental Law by the Borrowers or any Subsidiary or with respect to any
property owned, operated or leased by the Borrowers or any Subsidiary or (b) the
handling, storage,  transportation,  treatment,  emission, release, discharge or
disposal  of any  Hazardous  Materials  by or on behalf of the  Borrower  or any
Subsidiary, or on or with respect to property owned or leased or operated by the
Borrower or any  Subsidiary.  The  provisions of this Section 9.16 shall survive
repayment of the Obligations and the Facility Termination Date and expiration or
termination of this Agreement.

     9.17 Further Assurances.  At the Borrower's cost and expense,  upon request
of the  Administrative  Agent,  duly  execute  and  deliver  or cause to be duly
executed and delivered,  to the Administrative  Agent such further  instruments,
documents, certificates, financing and continuation statements, and do and cause
to be done such  further acts that may be  reasonably  necessary or advisable in
the reasonable opinion of the Administrative Agent to carry out more effectively
the provisions and purposes of this Agreement,  the Security Instruments and the
other Loan Documents.

     9.18 Employee Benefit Plans.

     (a) With  reasonable  promptness,  and in any event within thirty (30) days
thereof, give notice to the Administrative Agent of (a) the establishment of any
new  Pension  Plan (which  notice  shall  include a copy of such plan),  (b) the
commencement of contributions to any Employee Benefit Plan to which the Borrower
or any of its ERISA Affiliates was not previously contributing, (c) any material
increase in the benefits of any existing Employee Benefit Plan, (d) each funding
waiver  request  filed with respect to any Pension  Plan and all  communications
received or sent by the  Borrower or any ERISA  Affiliate  with  respect to such
request and (e) the failure of the  Borrower  or any ERISA  Affiliate  to make a
required installment or payment under Section 302 of ERISA or Section 412 of the
Code (in the case of Employee  Benefit Plans  regulated by the Code or ERISA) or
under any Foreign  Benefit Law (in the case of Employee  Benefit Plans regulated
by any Foreign Benefit Law) by the due date;

     (b) Promptly and in any event within fifteen (15) days of becoming aware of
the occurrence or  forthcoming  occurrence of any (a)  Termination  Event or (b)
nonexempt  "prohibited  transaction,"  as such term is defined in Section 406 of
ERISA or Section 4975 of the Code, in connection with any Employee  Benefit Plan
or any trust created  thereunder,  deliver to the Administrative  Agent a notice
specifying the nature  thereof,  what action the Borrower or any ERISA Affiliate
has taken,  is taking or proposes to take with respect  thereto and, when known,
any action taken or threatened by the Internal Revenue  Service,  the Department
of Labor or the PBGC with respect thereto;

     (c) With  reasonable  promptness  but in any event within fifteen (15) days
for purposes of clauses (a), (b) and (c),  deliver to the  Administrative  Agent
copies of (a) any  unfavorable  determination  letter from the Internal  Revenue
Service  regarding the  qualification  of an Employee Benefit Plan under Section
401(a)  of the Code,  (b) all  notices  received  by the  Borrower  or any ERISA
Affiliate of the PBGC's or any Governmental  Authority's intent to terminate any
Pension Plan or to have a trustee  appointed to administer any Pension Plan, (c)
each Schedule B (Actuarial  Information) to the annual report (Form 5500 Series)
filed by the Parent or any ERISA  Affiliate  with the Internal  Revenue  Service
with respect to each Employee  Benefit Plan and (d) all notices  received by the
Parent or any ERISA Affiliate from a Multiemployer  Plan sponsor  concerning the
imposition or amount of withdrawal  liability pursuant to Section 4202 of ERISA.
The Parent  will  notify the  Administrative  Agent in writing  within  five (5)
Business Days of the Parent or any ERISA Affiliate obtaining knowledge or reason
to know that the  Parent or any ERISA  Affiliate  has filed or intends to file a
notice of intent to  terminate  any  Pension  Plan under a distress  termination
within the meaning of Section 4041(c) of ERISA; and



                                       71
<PAGE>

     (d)  cause to be done  within a period of thirty  (30)  days  those  things
described on Schedule 8.16.

     9.19  Continued  Operations.  Continue at all times to conduct its business
and engage  principally in the same line or lines of business  substantially  as
heretofore conducted.

     9.20 New Subsidiaries.  Simultaneously  with the acquisition or creation of
any Restricted  Subsidiary,  cause to be delivered to the  Administrative  Agent
each of the following:

     (a) a Facility  Guaranty  executed by such Restricted  Subsidiary that is a
Domestic Subsidiary substantially in the form of Exhibit I;

     (b) a Security  Agreement of such Restricted  Subsidiary that is a Domestic
Subsidiary  substantially  in the form of Exhibit J,  together with such Uniform
Commercial Code financing statements on Form UCC-1 or otherwise duly executed by
such Restricted  Subsidiary as "Debtor" and naming the Administrative  Agent for
the benefit of the  Administrative  Agent and the Lenders as "Secured Party," in
form,  substance  and  number  sufficient  in  the  reasonable  opinion  of  the
Administrative  Agent  and  its  special  counsel  to be  filed  in all  Uniform
Commercial Code filing offices in all jurisdictions in which filing is necessary
or advisable to perfect in favor of the Administrative  Agent for the benefit of
the Administrative  Agent and the Lenders the Lien on Collateral conferred under
such  Security  Instrument  to the extent such Lien may be  perfected by Uniform
Commercial Code filing;

     (c) if the Subsidiary  Securities issued by such Restricted Subsidiary that
are,  or are  required  to  become,  Pledged  Interests,  shall  be  owned  by a
Restricted   Subsidiary   who  has  not  then  executed  and  delivered  to  the
Administrative  Agent a Pledge Agreement  granting a Lien to the  Administrative
Agent,  for the benefit of the  Administrative  Agent and the  Lenders,  in such
equity interests,  a Pledge Agreement executed by the Restricted Subsidiary that
directly  owns such  Subsidiary  Securities  substantially  in the form attached
hereto as  Exhibit  K (or,  as to the  Pledged  Interests  issued by any  Direct
Foreign  Subsidiary,  in a form acceptable to the Administrative  Agent), and if
such  Subsidiary  Securities  shall be owned by the  Borrowers  or a  Restricted
Subsidiary who has previously  executed a Pledge  Agreement,  a Pledge Agreement
Supplement  in the form  required by such Pledge  Agreement  pertaining  to such
Subsidiary Securities;

     (d)  If  the  Pledged  Interests  issued  by  such  Restricted   Subsidiary
constitute  securities  under Article 8 of the Uniform  Commercial  Code (i) the
certificates  representing  100% of such  Subsidiary  Securities  and (ii)  duly
executed,  undated  stock powers or other  appropriate  powers of  assignment in
blank affixed thereto;



                                       72
<PAGE>

     (e) (i)  Uniform  Commercial  Code  financing  statements  on form UCC-1 or
otherwise duly executed by the pledgor as "Debtor" and naming the Administrative
Agent for the  benefit of the  Administrative  Agent and the Lenders as "Secured
Party," in form,  substance and number  sufficient in the reasonable  opinion of
the  Administrative  Agent and its  special  counsel to be filed in all  Uniform
Commercial  Code filing  offices  and in all  jurisdictions  in which  filing is
necessary or advisable to perfect in favor of the  Administrative  Agent for the
benefit of the Administrative  Agent and the Lenders the Lien on such Subsidiary
Securities  and  (ii)  if  the  Pledged  Interests  issued  by  such  Restricted
Subsidiary do not constitute  securities and such  Subsidiary has not elected to
have such  interests  treated as securities  under  Article 8 of the  applicable
Uniform  Commercial  Code,  and a control  agreement  from the Registrar of such
Restricted  Subsidiary,  in form and substance  acceptable to the Administrative
Agent and in which the  Registrar  (1)  acknowledges  that the pledgor is at the
date of such  acknowledgment the sole record,  and to its knowledge,  beneficial
owner of such Subsidiary  Securities,  (2) acknowledges the Lien in favor of the
Administrative  Agent  conferred  under the Pledge  Agreement and that such Lien
will be reflected on the registry  for such  Subsidiary  Securities,  (3) agrees
that it will  not  register  any  transfer  of such  Subsidiary  Securities  nor
acknowledge any Lien in favor of any other Person on such Subsidiary Securities,
without the prior written consent of the Administrative Agent, in each instance,
until it receives  notice from the  Administrative  Agent that all Liens on such
Collateral  in  favor  of  the  Administrative  Agent  for  the  benefit  of the
Administrative  Agent and the Lenders have been released or terminated,  and (4)
agrees that upon receipt of notice from the  Administrative  Agent that an Event
of Default has occurred and is  continuing  and that the  Subsidiary  Securities
identified in such notice have been  transferred  to a transferee  identified in
such notice,  it will duly record such transfer of Subsidiary  Securities on the
appropriate  registry  without  requiring  further  consent from the pledgor and
shall thereafter treat the transferee as the sole record and beneficial owner of
such  Subsidiary  Securities  pending  further  transfer,   notwithstanding  any
contrary instruction received from the pledgor;

     (f) a supplement to the  appropriate  schedule  attached to the appropriate
Security  Instruments  listing the  additional  Collateral,  certified  as true,
correct and complete by the Authorized Representative (provided that the failure
to deliver  such  supplement  shall not impair  the rights  conferred  under the
Security Instruments in after acquired Collateral);

     (g) an opinion of counsel to the Restricted Subsidiary dated as of the date
of delivery of the Facility  Guaranty and other Loan  Documents  provided for in
this Section 9.20 and addressed to the Administrative  Agent and the Lenders, in
form and  substance  reasonably  acceptable to the  Administrative  Agent (which
opinion may include  assumptions and  qualifications  of similar effect to those
contained in the opinions of counsel delivered  pursuant to Section 7.1(a)),  to
the effect that:

          (i) such  Subsidiary is duly organized,  validly  existing and in good
standing in the  jurisdiction  of its  formation,  has the  requisite  power and
authority to own its  properties and conduct its business as then owned and then
conducted and proposed to be conducted  and to execute,  deliver and perform the
Facility  Guaranty  and other Loan  Documents  described in this Section 9.20 to
which such Subsidiary is a signatory, and is duly qualified to transact business
and is in good standing as a foreign  corporation  or  partnership in each other
jurisdiction  in which the character of the properties  owned or leased,  or the
business carried on by it, requires such  qualification and the failure to be so
qualified would reasonably be likely to result in a Material Adverse Effect;

          (ii) the execution,  delivery and performance of the Facility Guaranty
and other Loan Documents described in this Section 9.20 to which such Subsidiary
is a  signatory  have  been  duly  authorized  by  all  requisite  corporate  or
partnership  action  (including any required  shareholder or partner  approval),
each of such agreements has been duly executed and delivered and constitutes the
valid  and  binding  agreement  of such  Subsidiary,  enforceable  against  such
Subsidiary in accordance with its terms, subject to the effect of any applicable
bankruptcy,  moratorium,   insolvency,   reorganization  or  other  similar  law
affecting the enforceability of creditors' rights generally and to the effect of
general  principles of equity  (whether  considered in a proceeding at law or in
equity);

          (iii)  the   Subsidiary   Securities  of  such   Subsidiary  are  duly
authorized,  validly  issued,  fully  paid  and  nonassessable,  and free of any
preemptive rights,  and the applicable  Security  Instrument  (including foreign
collateral  documents) is effective to create a valid security interest in favor
of the Administrative  Agent for the benefit of the Administrative Agent and the
Lenders in such Subsidiary Securities as constitute Pledged Interests;

          (iv) the Uniform  Commercial  Code financing  statements on Form UCC-1
delivered to the  Administrative  Agent by the Subsidiary in connection with the
delivery of the Security  Instruments of such Subsidiary have been duly executed
by the Subsidiary and are in form, substance and number sufficient for filing in
all Uniform  Commercial Code filing offices in all jurisdictions in which filing
is necessary to perfect in favor of the Administrative  Agent for the benefit of
the Administrative  Agent and the Lenders the Lien on Collateral conferred under
such  Security  Instruments  to the extent such Lien may be perfected by Uniform
Commercial Code filing; and

          (v) in the case of Direct Foreign  Subsidiaries  only,  that under the
laws of the applicable foreign jurisdiction,  all agreements,  notices and other
documents that are required to be executed, delivered, filed or recorded and all
other  action  required  to be  taken,  within or  pursuant  to the laws of such
jurisdiction to perfect the Lien conferred in favor of the Administrative  Agent
under the applicable  Security Instrument as against creditors of and purchasers
for value  from the  holder of the  Pledged  Interests  has been duly  executed,
delivered, filed, recorded or taken, as the case may be; and

     (h) current copies of the Organizational  Documents and Operating Documents
of such Restricted Subsidiary, minutes of duly called and conducted meetings (or
duly  effected  consent  actions)  of  the  Board  of  Directors,  partners,  or
appropriate   committees  thereof  (and,  if  required  by  such  Organizational
Documents,  Operating Documents or applicable law, of the shareholders,  members
or  partners)  of such  Restricted  Subsidiary  authorizing  the actions and the
execution and delivery of documents described in this Section 9.20.



                                       75
<PAGE>

                                    ARTICLE X
                               Negative Covenants

     Until the Facility  Termination  Date,  unless the Required  Lenders  shall
otherwise  consent  in  writing,  the  Parent  will not,  nor will it permit any
Restricted Subsidiary to:

     10.1 Financial Covenants.

     (a) Consolidated Net Worth.  Permit  Consolidated Net Worth to be less than
(i) $95,000,000  from the Closing Date until (but excluding) the last day of the
fiscal  quarter that includes the Closing Date (the "Closing Date  Quarter") and
(ii) as at the last day of each fiscal  quarter of the Parent  after the Closing
Date and until (but excluding) the last day of the next following fiscal quarter
of the Parent,  the sum of (A) the amount of Consolidated  Net Worth required to
be maintained  pursuant to this Section 10.1(a) as at the end of the immediately
preceding fiscal quarter (or, in the case of the Closing Date Quarter,  required
to be  maintained  as of the Closing  Date),  plus (B) 75% of  Consolidated  Net
Income  (with no  reduction  for net losses  during any  period)  for the fiscal
quarter of the Parent ending on such day  (including  within  "Consolidated  Net
Income" certain items otherwise  excluded,  as provided for in the definition of
"Consolidated  Net  Income"),  plus  (C)  100% of the  aggregate  amount  of all
increases in the stated capital and additional  paid-in capital  accounts of the
Parent  resulting  from the  issuance  of  equity  securities  or other  capital
investments.

     (b)  Consolidated  Leverage  Ratio.  Permit  at any time  the  Consolidated
Leverage Ratio to be greater than (i) 5.50 to 1.00 from the Closing Date through
December 31, 1999 and (ii) 5.00 to 1.00 thereafter.

     (c) Consolidated  Fixed Charge Ratio.  Permit the Consolidated Fixed Charge
Ratio to be less than 1.50 to 1.00.

     10.2  Capital  Expenditures  . Make or  become  committed  to make  Capital
Expenditures, excluding Costs of Acquisitions, which exceed in the aggregate (on
a noncumulative  basis,  with the effect that amounts not expended in any Fiscal
Year may not be  carried  forward to a  subsequent  period)  $22,000,000  in the
Fiscal Year ending December 31, 2000 and $20,000,000 in any other Fiscal Year.

     10.3  Liens.  Incur,  create or  permit to exist any Lien,  charge or other
encumbrance of any nature  whatsoever with respect to any property or assets now
owned or hereafter  acquired by the Parent or any Restricted  Subsidiary,  other
than

     (a)  Liens  created  under  the  Security   Instruments  in  favor  of  the
Administrative  Agent and the  Lenders,  and  otherwise  existing as of the date
hereof and as set forth in Schedule 8.7;

     (b)  Liens  imposed  by  law  for  taxes,  assessments  or  charges  of any
Governmental  Authority  for claims not yet due or which are being  contested in
good faith by appropriate  proceedings  diligently conducted and with respect to
which adequate reserves or other appropriate  provisions are being maintained in
accordance  with GAAP and  which  Liens are not yet  enforceable  against  other
creditors;



                                       75
<PAGE>

     (c)  statutory  Liens of  landlords  and Liens of  carriers,  warehousemen,
mechanics, materialmen and other Liens imposed by law or created in the ordinary
course of business and in existence  less than 90 days from the date of creation
thereof for amounts  not yet due or which are being  contested  in good faith by
appropriate  proceedings diligently conducted and with respect to which adequate
reserves or other appropriate provisions are being maintained in accordance with
GAAP and which Liens are not yet enforceable against other creditors;

     (d) Liens  incurred or  deposits  made in the  ordinary  course of business
(including,  without  limitation,  surety bonds and appeal  bonds) in connection
with  workers'  compensation,  unemployment  insurance and other types of social
security  benefits  or to secure  the  performance  of  tenders,  bids,  leases,
contracts (other than for the repayment of Indebtedness),  statutory obligations
and other similar  obligations or arising as a result of progress payments under
government contracts;

     (e)  easements  (including   reciprocal  easement  agreements  and  utility
agreements),  rights-of-way,  covenants, consents, reservations,  encroachments,
variations and zoning and other restrictions,  charges or encumbrances  (whether
or not recorded), which do not interfere materially with the ordinary conduct of
the  business of the  Borrower  or any  Subsidiary  and which do not  materially
detract from the value of the property to which they attach or materially impair
the use thereof to the Borrower or any Subsidiary;

     (f) purchase  money Liens to secure  Indebtedness  permitted  under Section
10.4(d) and  incurred to  purchase  fixed  assets,  provided  such  Indebtedness
represents not less than 75% of the purchase price of such assets as of the date
of purchase  thereof and no property other than the assets so purchased  secures
such Indebtedness;

     (g) Liens arising in connection with Capital Leases permitted under Section
10.4(d);  provided  that no such Lien shall extend to any  Collateral  or to any
other property other than the assets subject to such Capital Leases; and

     (h) Liens securing Indebtedness  permitted under Section 10.4(h) so long as
such Liens existed at the time of the Acquisition.

     10.4  Indebtedness.   Incur,   create,   assume  or  permit  to  exist  any
Indebtedness, howsoever evidenced, except:

     (a)  Indebtedness  existing as of the Closing Date as set forth in Schedule
8.6;  provided,  none of the instruments and agreements  evidencing or governing
such Indebtedness  shall be amended,  modified or supplemented after the Closing
Date to change any terms of  subordination,  repayment or rights of  conversion,
put,  exchange  or other  rights  from such terms and rights as in effect on the
Closing Date;

     (b)  Indebtedness  owing  to the  Administrative  Agent  or any  Lender  in
connection with this Agreement, any Note or other Loan Document;

     (c) the endorsement of negotiable  instruments for deposit or collection or
similar transactions in the ordinary course of business;



                                       76
<PAGE>

     (d)  purchase  money   Indebtedness   described  in  Section   10.3(f)  and
Indebtedness  arising under Capital  Leases  described in Section  10.3(g),  the
aggregate outstanding principal amount of all which at any time shall not exceed
$5,000,000;

     (e)  Indebtedness  arising from Rate Hedging  Obligations  permitted  under
Section 10.14;

     (f)  unsecured  intercompany  Indebtedness  for loans and advances  made by
either  Borrower or any Guarantor to a Borrower or any Guarantor,  provided that
such  intercompany  Indebtedness  is evidenced  by a promissory  note or similar
written instrument  acceptable to the  Administrative  Agent which provides that
such  Indebtedness is subordinated to obligations,  liabilities and undertakings
of the obligor  thereof  under the Loan  Documents  on terms  acceptable  to the
Administrative Agent;

     (g)  additional  unsecured  Indebtedness  for Money  Borrowed not otherwise
covered  by  clauses  (a)  through  (f)  above,   provided  that  the  aggregate
outstanding principal amount of all such other Indebtedness permitted under this
clause (g) shall in no event exceed $7,500,000 at any time; and

     (h)  existing   Indebtedness   assumed  in  connection   with  a  Permitted
Acquisition  so long as the aggregate  outstanding  amount of such  Indebtedness
does not exceed $2,000,000.

     10.5 Transfer of Assets. Sell, lease,  transfer or otherwise dispose of any
assets of Parent or any Restricted  Subsidiary  other than (a)  dispositions  of
inventory in the ordinary course of business,  (b) dispositions of property that
is substantially worn,  damaged,  obsolete or, in the judgment of the Parent, no
longer best used or useful in its business or that of any Restricted Subsidiary,
(c)  transfers  of assets  necessary  to give effect to merger or  consolidation
transactions  permitted  by  Section  10.7,  (d)  the  disposition  of  Eligible
Securities in the ordinary  course of management of the investment  portfolio of
the Parent and its Restricted Subsidiaries, (e) except as otherwise permitted in
this Section 10.5 sales or other  dispositions  of assets so long as (i) the Net
Proceeds  are  applied as provided  in Section  2.1(d)(iii),  (ii) no Default or
Event of Default exists after giving effect to such sale or other  dispositions,
and (iii) the absence of such asset will not have a Material  Adverse Effect and
(f) brand related assets acquired in the Jamaica  Transaction or other Permitted
Acquisition which are disposed of within thirty (30) days of such Acquisition so
long as the proceeds of such disposition are used to repay Revolving Loans.

     10.6  Investments  and  Acquisitions  . Make any  Acquisition  or otherwise
purchase, own, invest in or otherwise acquire, directly or indirectly, any stock
or other securities,  or make or permit to exist any interest  whatsoever in any
other Person or permit to exist any loans or advances to any Person, except that
Parent and its Restricted Subsidiaries may:

     (a) consummate  Permitted  Acquisitions and mergers permitted under Section
10.7 hereof;

     (b) invest in Eligible Securities and the Delta Subordinated Notes;

     (c) maintain investments existing as of the date hereof and as set forth in
Schedule 8.4;



                                       77
<PAGE>

     (d)  accept and  maintain  accounts  receivable  arising  and trade  credit
granted in the  ordinary  course of  business  and any  securities  received  in
satisfaction  or partial  satisfaction  thereof in  connection  with accounts of
financially  troubled  Persons to the extent  reasonably  necessary  in order to
prevent or limit loss; and

     (e) make and maintain investments in Subsidiaries which are Guarantors;

     (f) make and  maintain  loans and  advances  between the  Borrower  and the
Guarantors described in Section 10.5(f);

     (g) so long as no  Default  or Event  of  Default  exists  make  loans  and
advances to Subsidiaries who are not Guarantors in an aggregate principal amount
at any time outstanding not to exceed $5,000,000;

     (h) so long as no Default or Event of Default  shall exist either before or
after giving effect thereto make investments in Delta to be used to redeem Delta
Preferred  Stock Series AA shares  issued as a dividend on such Delta  Preferred
Stock after October 2, 1999; and

     (i) in addition to loans and  advances  permitted  under  Section  10.6(g),
loans and advances made to Restricted  Subsidiaries  who are not  Guarantors the
proceeds of which are used to make Capital  Expenditures to the extent permitted
under Section 10.2.

     10.7 Merger or Consolidation . (a) Consolidate with or merge into any other
Person,  or (b) permit any other Person to merge into it, or (c) sell,  transfer
or lease or otherwise  dispose of all or a substantial part of its assets (other
than sales permitted under Section 10.5(a), (b) and (e)); provided, however, (i)
any  Restricted   Subsidiary  of  the  Parent  may  merge  or  transfer  all  or
substantially  all of its  assets  into or  consolidate  with the  Parent or any
wholly-owned  Restricted Subsidiary of the Parent, and (ii) any other Person may
merge  into or  consolidate  with  the  Parent  or any  wholly-owned  Restricted
Subsidiary and any Restricted  Subsidiary may merge into or consolidate with any
other Person in order to consummate an Acquisition permitted by Section 10.6(a),
provided  further,  that any  resulting  or surviving  entity shall  execute and
deliver such agreements and other documents,  including a Facility Guaranty, and
take such other  action as the  Administrative  Agent may require to evidence or
confirm  its  express  assumption  of the  obligations  and  liabilities  of its
predecessor entities under the Loan Documents.

     10.8 Restricted Payments. Make any Restricted Payment or apply or set apart
any of their assets therefor or agree to do any of the foregoing.

     10.9 Transactions with Affiliates.  Other than transactions permitted under
Sections  10.6 and 10.7,  enter into any  transaction  after the  Closing  Date,
including,  without  limitation,  the  purchase,  sale,  lease  or  exchange  of
property,  real or personal, or the rendering of any service, with any Affiliate
of the Parent, except (a) that such Persons may render services to the Parent or
its Restricted Subsidiaries for compensation at the same rates generally paid by
Persons  engaged  in the same or  similar  businesses  for the  same or  similar
services,  (b) that the Parent or any Restricted  Subsidiary may render services
to such  Persons for  compensation  at the same rates  generally  charged by the
Parent or such  Restricted  Subsidiary  and (c) in either  case in the  ordinary
course of business and pursuant to the reasonable  requirements  of the Parent's
(or any Restricted  Subsidiary's)  business consistent with past practice of the
Parent and its Restricted  Subsidiaries  and upon fair and  reasonable  terms no
less  favorable  to the  Parent  (or any  Restricted  Subsidiary)  than would be
obtained  in  a  comparable  arm's-length  transaction  with  a  Person  not  an
Affiliate.



                                       78
<PAGE>

     10.10  Compliance  with ERISA,  the Code and  Foreign  Benefit  Laws.  With
respect to any Pension Plan, Employee Benefit Plan or Multiemployer Plan:

     (a) permit the occurrence of any Termination  Event which would result in a
liability on the part of a Borrower or any ERISA Affiliate to the PBGC or to any
Governmental Authority; or

     (b) except as set forth on Schedule  8.16,  permit the present value of all
benefit  liabilities  under all Pension Plans to exceed the current value of the
assets of such Pension Plans allocable to such benefit liabilities; or

     (c) permit any accumulated funding deficiency (as defined in Section 302 of
ERISA and Section 412 of the Code) with respect to any Pension Plan,  whether or
not waived; or

     (d) fail to make any  contribution  or  payment to any  Multiemployer  Plan
which the  Parent or any  ERISA  Affiliate  may be  required  to make  under any
agreement relating to such Multiemployer Plan, or any law pertaining thereto; or

     (e) engage, or permit any Borrower or any ERISA Affiliate to engage, in any
prohibited  transaction  under Section 406 of ERISA or Sections 4975 of the Code
for which a civil penalty  pursuant to Section 502(I) of ERISA or a tax pursuant
to Section 4975 of the Code may be imposed; or

     (f) except as set forth on Schedule 8.16,  permit the  establishment of any
Employee Benefit Plan providing post-retirement welfare benefits or establish or
amend any Employee Benefit Plan which establishment or amendment could result in
liability to a Borrower or any ERISA  Affiliate or increase the  obligation of a
Borrower or any ERISA Affiliate to a Multiemployer  Plan which annual  liability
or  increase,   individually  or  together  with  all  similar  liabilities  and
increases, is in excess of $10,000; or

     (g)  fail,  or  permit a  Borrower  or any  ERISA  Affiliate  to  fail,  to
establish,  maintain and operate each Employee Benefit Plan in compliance in all
material respects with the provisions of ERISA, the Code, all applicable Foreign
Benefit  Laws  and  all  other   applicable   laws  and  the   regulations   and
interpretations thereof.

     10.11 Fiscal Year. Change its Fiscal Year.

     10.12  Dissolution,  etc. Wind up,  liquidate or dissolve  (voluntarily  or
involuntarily)  or commence or suffer any  proceedings  seeking any such winding
up,  liquidation  or  dissolution,   except  in  connection  with  a  merger  or
consolidation permitted pursuant to Section 10.7.



                                       79
<PAGE>

     10.13  Change  in  Control.  Cause,  suffer or permit to exist or occur any
Change of Control.

     10.14 Rate Hedging Obligations. Incur any Rate Hedging Obligations or enter
into any  agreements,  arrangements,  devices or  instruments  relating  to Rate
Hedging Obligations, except pursuant to Swap Agreements in an aggregate notional
amount not to exceed at any time the Total Term Loan Commitment.

     10.15 Negative  Pledge  Clauses.  Enter into or cause,  suffer or permit to
exist any agreement with any Person other than the Administrative  Agent and the
Lenders  pursuant to this Agreement or any other Loan Documents  which prohibits
or limits  the  ability  of any of the Parent or any  Restricted  Subsidiary  to
create,  incur,  assume or  suffer  to exist any Lien upon any of its  property,
assets or revenues,  whether now owned or hereafter acquired,  provided that the
Parent  and any  Restricted  Subsidiary  may  enter  into such an  agreement  in
connection  with,  and  that  applies  only  to,  property  subject  to any Lien
permitted by this  Agreement and not released  after the date hereof,  when such
prohibition  or  limitation  is by its terms  effective  only against the assets
subject to such Lien.

     10.16 Prepayments, Etc. of Indebtedness.

     (a) Prepay,  redeem,  purchase,  defease or otherwise  satisfy prior to the
scheduled  maturity  thereof in any manner,  or make any payment in violation of
any subordination terms of, any Indebtedness (other than the Obligations); or

     (b)  amend,  modify or change in any manner  any term or  condition  of any
Indebtedness  described  in  Section  10.4(a) or any lease so that the terms and
conditions  thereof  are less  favorable  to the  Administrative  Agent  and the
Lenders than the terms of such Indebtedness or leases as of the Closing Date.



                                       81
<PAGE>

                                   ARTICLE XI
                       Events of Default and Acceleration

     11.1 Events of Default.  If any one or more of the following events (herein
called "Events of Default")  shall occur for any reason  whatsoever (and whether
such  occurrence  shall be voluntary or involuntary or come about or be effected
by operation of law or pursuant to or in compliance with any judgment, decree or
order  of any  court  or any  order,  rule  or  regulation  of any  Governmental
Authority), that is to say:

     (a) if  default  shall  be  made in the due  and  punctual  payment  of the
principal of any Loan, Reimbursement Obligation or other Obligation, when and as
the same shall be due and payable  whether  pursuant to any provision of Article
II or Article III or Article IV, at maturity, by acceleration or otherwise; or

     (b) if default shall be made in the due and punctual  payment of any amount
of interest on any Loan,  Reimbursement Obligation or other Obligation or of any
fees or other amounts payable to any of the Lenders or the Administrative  Agent
on the  date on which  the  same  shall  be due and  payable  and  such  default
continues unremedied for three (3) days; or

     (c) if  default  shall  be made in the  performance  or  observance  of any
covenant set forth in Sections 9.8, 9.12, 9.13, 9.20 or Article X;

     (d) if a default  shall be made in the  performance  or  observance  of, or
shall occur  under,  any  covenant,  agreement  or  provision  contained in this
Agreement  or the Notes  (other than as  described  in clauses  (a),  (b) or (c)
above) and such  default  shall  continue for thirty (30) or more days after the
earlier of receipt of notice of such  default by the  Authorized  Representative
from the Administrative  Agent or an officer of a Borrower becomes aware of such
default,  or if a default shall be made in the  performance or observance of, or
shall occur under, any covenant,  agreement or provision contained in any of the
other Loan Documents  (beyond any  applicable  grace period,  if any,  contained
therein) or in any instrument or document evidencing or creating any obligation,
guaranty,  or Lien in favor of the Administrative Agent or any of the Lenders or
delivered to the  Administrative  Agent or any of the Lenders in connection with
or pursuant to this Agreement or any of the Obligations, or if any Loan Document
ceases to be in full force and effect  (other  than as  expressly  provided  for
hereunder  or   thereunder   or  with  the  express   written   consent  of  the
Administrative  Agent),  or if without the written consent of the Lenders,  this
Agreement or any other Loan Document shall be disaffirmed or shall terminate, be
terminable  or be  terminated  or become  void or  unenforceable  for any reason
whatsoever (other than as expressly provided for hereunder or thereunder or with
the express written consent of the Administrative Agent); or

     (e) if there shall occur (i) a default, which is not waived, in the payment
of any  principal,  interest,  premium  or  other  amount  with  respect  to any
Indebtedness  (other than the Loans and other  Obligations) of the Parent or any
Restricted  Subsidiary  in an amount not less than  $1,000,000  in the aggregate
outstanding,  or  (ii) a  default,  which  is not  waived,  in the  performance,
observance or fulfillment of any term or covenant  contained in any agreement or
instrument  under or  pursuant  to which  any such  Indebtedness  may have  been
issued, created, assumed,  guaranteed or secured by the Parent or any Restricted
Subsidiary, or (iii) any other event of default as specified in any agreement or
instrument  under or  pursuant  to which  any such  Indebtedness  may have  been
issued, created, assumed,  guaranteed or secured by the Parent or any Restricted
Subsidiary;  and such default or event of default  shall  continue for more than
the period of grace,  if any,  therein  specified,  or such  default or event of
default  shall  permit  the  holder  of any such  Indebtedness  (or any agent or
trustee  acting on behalf of one or more  holders) to  accelerate  the  maturity
thereof; or



                                       81
<PAGE>

     (f) if any representation, warranty or other statement of fact contained in
any Loan  Document or in any  writing,  certificate,  report or statement at any
time  furnished to the  Administrative  Agent or any Lender by or on behalf of a
Borrower or any other Credit Party  pursuant to or in  connection  with any Loan
Document,  or otherwise,  shall be false or  misleading in any material  respect
when given; or

     (g) if a Borrower or any Restricted  Subsidiary or other Credit Party shall
be unable to pay its debts generally as they become due; file a petition to take
advantage of any insolvency  statute;  make an assignment for the benefit of its
creditors;  commence a proceeding for the  appointment  of a receiver,  trustee,
liquidator or conservator of itself or of the whole or any  substantial  part of
its property;  file a petition or answer seeking liquidation,  reorganization or
arrangement  or similar  relief under the federal  bankruptcy  laws or any other
applicable law or statute; or

     (h) if a court of competent  jurisdiction shall enter an order, judgment or
decree appointing a custodian, receiver, trustee, liquidator or conservator of a
Borrower or any  Restricted  Subsidiary or other Credit Party or of the whole or
any  substantial  part of its  properties  and such  order,  judgment  or decree
continues  unstayed and in effect for a period of sixty (60) days,  or approve a
petition  filed  against  a  Borrower  or  any  Restricted   Subsidiary  seeking
liquidation,  reorganization  or arrangement or similar relief under the federal
bankruptcy  laws or any other  applicable law or statute of the United States of
America or any state, which petition is not dismissed within sixty (60) days; or
if, under the  provisions  of any other law for the relief or aid of debtors,  a
court of competent jurisdiction shall assume custody or control of a Borrower or
any  Restricted  Subsidiary  or  other  Credit  Party  or of  the  whole  or any
substantial  part of its properties,  which control is not  relinquished  within
sixty (60) days; or if there is commenced  against a Borrower or any  Restricted
Subsidiary   or  other  Credit  Party  any   proceeding   or  petition   seeking
reorganization,  arrangement or similar relief under the federal bankruptcy laws
or any other  applicable  law or statute of the United  States of America or any
state which  proceeding or petition  remains  undismissed  for a period of sixty
(60) days; or if a Borrower or any  Restricted  Subsidiary or other Credit Party
takes any action to indicate  its consent to or approval of any such  proceeding
or petition; or

     (i) if (i) one or more  judgments or orders where the amount not covered by
insurance (or the amount as to which the insurer denies  liability) is in excess
of $250,000 is rendered against a Borrower or any Restricted Subsidiary, or (ii)
there is any attachment,  injunction or execution against any of a Borrower's or
Restricted  Subsidiaries' properties for any amount in excess of $250,000 in the
aggregate;  and such  judgment,  attachment,  injunction  or  execution  remains
unpaid, unstayed,  undischarged,  unbonded or undismissed for a period of thirty
(30) days; or

     (j) if a Borrower or any  Restricted  Subsidiary  shall,  other than in the
ordinary  course of business (as determined by past  practices),  suspend all or
any part of its operations material to the conduct of the business of a Borrower
or such Restricted Subsidiary for a period of more than 60 days; or

     (k) if a Borrower  shall breach any of the material  terms or conditions of
any  agreement  under which any Rate  Hedging  Obligations  permitted  hereby is
created and such breach shall continue beyond any grace period, if any, relating
thereto  pursuant  to the  terms  of  such  agreement,  or if a  Borrower  shall
disaffirm or seek to  disaffirm  any such  agreement  or any of its  obligations
thereunder; or



                                       82
<PAGE>

     (l) if there  shall  occur and not be waived an Event of Default as defined
in any of the other Loan Documents; or

     (m) if at any time there shall be a  termination  or suspension of Beverage
Agreements which  individually or collectively  account for or give rise to five
percent  (5%) or more of the gross  revenues  of the Parent  and its  Restricted
Subsidiaries  and  the  Borrower  shall  not  have  demonstrated  that it or its
Subsidiaries  have entered into additional  Beverage  Agreements and as a result
thereof the net loss of revenues will be less than 5% of gross revenues;

     (n) if at the Closing Date and at all times  thereafter  the  Borrowers and
Delta are not parties to the Master Bottling Agreements;

     (o) if Delta  shall  fail to make cash  interest  payments  when due on the
Delta  Subordinated  Notes when such payment is not otherwise  prohibited by the
terms of any financing  agreement existing as of the date hereof, to which Delta
is a party; or

     (p) if at any time after December 30, 1999 any Person other than the Parent
shall be the holder of any of the Delta Subordinated Notes.

then, and in any such event and at any time thereafter, if such Event of Default
or any other Event of Default shall have not been waived,

          (A)  either or both of the  following  actions  may be taken:  (i) the
     Administrative  Agent may, and at the  direction  of the  Required  Lenders
     shall,  declare any  obligation of the Lenders and the Issuing Bank to make
     further Revolving Loans and Swing Line Loans or to issue additional Letters
     of Credit  terminated,  whereupon  the  obligation  of each  Lender to make
     further  Revolving  Loans,  of Bank of America to make  further  Swing Line
     Loans,  and of the  Issuing  Bank to issue  additional  Letters  of Credit,
     hereunder shall terminate  immediately,  and (ii) the Administrative  Agent
     shall at the direction of the Required Lenders, at their option, declare by
     notice to the Borrowers any or all of the Obligations to be immediately due
     and payable,  and the same,  including all interest accrued thereon and all
     other  obligations  of the  Borrowers to the  Administrative  Agent and the
     Lenders,  shall  forthwith  become  immediately  due  and  payable  without
     presentment, demand, protest, notice or other formality of any kind, all of
     which are hereby  expressly  waived,  anything  contained  herein or in any
     instrument  evidencing  the  Obligations  to the contrary  notwithstanding;
     provided,  however, that notwithstanding the above, if there shall occur an
     Event of Default under clause (g) or (h) above,  then the obligation of the
     Lenders  to make  Revolving  Loans,  of Bank of  America to make Swing Line
     Loans,  and of the Issuing Bank to issue Letters of Credit  hereunder shall
     automatically  terminate  and  any  and  all of the  Obligations  shall  be
     immediately  due and  payable  without the  necessity  of any action by the
     Administrative   Agent  or  the   Required   Lenders   or   notice  to  the
     Administrative Agent or the Lenders;

          (B) The Borrowers shall,  upon demand of the  Administrative  Agent or
     the  Required  Lenders,  deposit cash with the  Administrative  Agent in an
     amount  equal to the  amount  of any  Letter  of  Credit  Outstandings,  as
     collateral  security for the  repayment of any future  drawings or payments
     under  such  Letters  of  Credit,  and  such  amounts  shall be held by the
     Administrative Agent pursuant to the terms of the LC Account Agreement; and



                                       83
<PAGE>

          (C) the Administrative Agent and each of the Lenders shall have all of
     the rights and  remedies  available  under the Loan  Documents or under any
     applicable law.

     11.2 Administrative Agent to Act. In case any one or more Events of Default
shall occur and not have been waived, the  Administrative  Agent may, and at the
direction of the Required  Lenders  shall,  proceed to protect and enforce their
rights or  remedies  either  by suit in  equity  or by  action at law,  or both,
whether  for the  specific  performance  of any  covenant,  agreement  or  other
provision  contained  herein or in any other Loan  Document,  or to enforce  the
payment of the Obligations or any other legal or equitable right or remedy.

     11.3  Cumulative  Rights.  No right or  remedy  herein  conferred  upon the
Lenders or the  Administrative  Agent is intended to be  exclusive  of any other
rights or remedies  contained  herein or in any other Loan  Document,  and every
such right or remedy shall be cumulative and shall be in addition to every other
such right or remedy contained  herein and therein or now or hereafter  existing
at law or in equity or by statute, or otherwise.

     11.4 No Waiver.  No course of dealing  between the Borrowers and any Lender
or the Administrative Agent or any failure or delay on the part of any Lender or
the  Administrative  Agent in exercising  any rights or remedies  under any Loan
Document or otherwise available to it shall operate as a waiver of any rights or
remedies  and no single or  partial  exercise  of any rights or  remedies  shall
operate as a waiver or preclude  the  exercise  of any other  rights or remedies
hereunder or of the same right or remedy on a future occasion.

     11.5  Allocation  of Proceeds.  If an Event of Default has occurred and not
been  waived,  and the  maturity of the Notes has been  accelerated  pursuant to
Article XI hereof, all payments received by the Administrative  Agent hereunder,
in respect of any  principal  of or  interest  on the  Obligations  or any other
amounts   payable  by  the  Borrowers   hereunder,   shall  be  applied  by  the
Administrative Agent in the following order:

     (a) the reasonable expenses incurred in connection with retaking,  holding,
preserving,  processing,  maintaining  or  preparing  for  sale,  lease or other
disposition of, any Collateral,  including reasonable  attorney's fees and legal
expenses pertaining thereto;

     (b) amounts due to the  Lenders and the Issuing  Bank  pursuant to Sections
4.6(a), 4.6(b), 4.6(c), 4.6(d) and 13.5;

     (c) amounts due to the Administrative Agent pursuant to Section 4.6(e);

     (d)  payments  of  interest  on Loans,  Swing Line Loans and  Reimbursement
Obligations,  to be applied for the ratable benefit of the Lenders(with  amounts
payable in respect of Swing Line Outstandings being included in such calculation
and paid to Bank of America);

     (e)  payments of  principal  of Loans,  Swing Line Loans and  Reimbursement
Obligations,  to be applied for the ratable benefit of the Lenders (with amounts
payable in respect of Swing Line Outstandings being included in such calculation
and paid to Bank of America);



                                       84
<PAGE>

     (f)  payments  of cash  amounts to the  Administrative  Agent in respect of
outstanding Letters of Credit pursuant to Section 11.1(B);

     (g) amounts  due to the  Issuing  Bank,  the  Administrative  Agent and the
Lenders pursuant to Sections 3.2(h), 9.16 and 13.9;

     (h) payments of all other amounts due under any of the Loan  Documents,  if
any, to be applied for the ratable benefit of the Lenders;

     (i)  amounts due to any of the  Lenders or their  affiliates  in respect of
Obligations  consisting of liabilities  under any Swap Agreement with any of the
Lenders or their  affiliates on a pro rata basis  according to the amounts owed;
and

     (j) any surplus  remaining after application as provided for herein, to the
Borrower or otherwise as may be required by applicable law.



                                       67
<PAGE>

                                   ARTICLE XII

                            The Administrative Agent

     12.1 Appointment,  Powers,  and Immunities.  Each Lender hereby irrevocably
appoints and authorizes the Administrative  Agent to act as its agent under this
Agreement and the other Loan  Documents  with such powers and  discretion as are
specifically  delegated  to the  Administrative  Agent  by  the  terms  of  this
Agreement and the other Loan  Documents,  together with such other powers as are
reasonably  incidental thereto.  The Administrative Agent (which term as used in
this sentence and in Section 12.5 and the first  sentence of Section 12.6 hereof
shall  include  its  affiliates  and  its  own  and  its  affiliates'  officers,
directors, employees, and agents):

     (a) shall not have any duties or  responsibilities  except those  expressly
set forth in this  Agreement  and shall not be a trustee  or  fiduciary  for any
Lender;

     (b) shall not be  responsible  to the Lenders for any  recital,  statement,
representation,  or warranty  (whether written or oral) made in or in connection
with any Loan  Document  or any  certificate  or other  document  referred to or
provided for in, or received by any of them under, any Loan Document, or for the
value, validity, effectiveness,  genuineness,  enforceability, or sufficiency of
any Loan Document,  or any other document referred to or provided for therein or
for any  failure by any Credit  Party or any other  Person to perform any of its
obligations  thereunder;

     (c) shall not be  responsible  for or have any duty to  ascertain,  inquire
into, or verify the  performance or observance of any covenants or agreements by
any Credit Party or the satisfaction of any condition or to inspect the property
(including the books and records) of any Credit Party or any of its Subsidiaries
or affiliates;

     (d)  shall not be  required  to  initiate  or  conduct  any  litigation  or
collection proceedings under any Loan Document; and

     (e) shall not be responsible for any action taken or omitted to be taken by
it under or in  connection  with any Loan  Document,  except  for its own  gross
negligence or willful misconduct.

The Administrative Agent may employ agents and  attorneys-in-fact  and shall not
be  responsible  for  the  negligence  or  misconduct  of  any  such  agents  or
attorneys-in-fact selected by it with reasonable care.

     12.2 Reliance by Administrative  Agent. The  Administrative  Agent shall be
entitled to rely upon any certification,  notice, instrument,  writing, or other
communication  (including,  without  limitation,  any  thereof by  telephone  or
telefacsimile) believed by it to be genuine and correct and to have been signed,
sent or made by or on behalf of the proper  Person or  Persons,  and upon advice
and  statements  of legal  counsel  (including  counsel  for any Credit  Party),
independent accountants, and other experts selected by the Administrative Agent.
The Administrative  Agent may deem and treat the payee of any Note as the holder
thereof  for all  purposes  hereof  unless  and until the  Administrative  Agent
receives and accepts an Assignment  and Acceptance  executed in accordance  with
Section  13.1  hereof.  As to any matters  not  expressly  provided  for by this
Agreement,  the  Administrative  Agent shall not be  required  to  exercise  any
discretion  or take any action,  but shall be required to act or to refrain from
acting (and shall be fully  protected  in so acting or  refraining  from acting)
upon the instructions of the Required Lenders,  and such  instructions  shall be
binding on all of the Lenders; provided,  however, that the Administrative Agent
shall not be required to take any action that exposes the  Administrative  Agent
to personal liability or that is contrary to any Loan Document or applicable law
or unless it shall  first be  indemnified  to its  satisfaction  by the  Lenders
against any and all  liability and expense which may be incurred by it by reason
of taking any such action.



                                       86
<PAGE>

     12.3  Defaults.  The  Administrative  Agent  shall  not be  deemed  to have
knowledge or notice of the  occurrence  of a Default or Event of Default  unless
the  Administrative  Agent  has  received  written  notice  from a Lender or the
Borrowers  specifying  such  Default or Event of Default and  stating  that such
notice is a "Notice  of  Default."  In the event that the  Administrative  Agent
receives such a notice of the  occurrence of a Default or Event of Default,  the
Administrative  Agent  shall give  prompt  notice  thereof to the  Lenders.  The
Administrative  Agent shall  (subject to Section  12.2  hereof) take such action
with respect to such Default or Event of Default as shall reasonably be directed
by the Required  Lenders,  provided  that,  unless and until the  Administrative
Agent shall have received such  directions,  the  Administrative  Agent may (but
shall not be obligated to) take such action, or refrain from taking such action,
with respect to such  Default or Event of Default as it shall deem  advisable in
the best interest of the Lenders.

     12.4 Rights as Lender.  With respect to its Revolving Credit Commitment and
Term Loan  Commitment  and the Loans made by it and Letters of Credit  issued by
it, Bank of America (and any successor  acting as  Administrative  Agent) in its
capacity as a Lender  hereunder shall have the same rights and powers  hereunder
as any other  Lender and may  exercise  the same as though it were not acting as
the Administrative  Agent, and the term "Lender" or "Lenders" shall,  unless the
context otherwise indicates,  include the Administrative Agent in its individual
capacity. Bank of America (and any successor acting as Administrative Agent) and
its  affiliates  may (without  having to account  therefor to any Lender) accept
deposits from,  lend money to, make  investments  in,  provide  services to, and
generally  engage in any kind of  lending,  trust,  or other  business  with any
Credit Party or any of its  Subsidiaries  or affiliates as if it were not acting
as  Administrative  Agent,  and Bank of  America  (and any  successor  acting as
Administrative Agent) and its affiliates may accept fees and other consideration
from any Credit Party or any of its  Subsidiaries  or affiliates for services in
connection  with this  Agreement or otherwise  without having to account for the
same to the Lenders.

     12.5  Indemnification.  The Lenders agree to indemnify  the  Administrative
Agent (to the extent not  reimbursed  under  Section  13.9  hereof,  but without
limiting  the  obligations  of the  Borrowers  under  such  Section)  ratably in
accordance  with their  respective  Revolving  Credit  Commitments and Term Loan
Commitments,  for  any  and  all  liabilities,   obligations,  losses,  damages,
penalties,  actions,  judgments,  suits, costs,  expenses (including  attorneys'
fees), or  disbursements  of any kind and nature  whatsoever that may be imposed
on, incurred by or asserted against the  Administrative  Agent (including by any
Lender)  in any way  relating  to or  arising  out of any Loan  Document  or the
transactions  contemplated  thereby  or  any  action  taken  or  omitted  by the
Administrative  Agent under any Loan Document;  provided that no Lender shall be
liable  for any of the  foregoing  to the  extent  they  arise  from  the  gross
negligence  or  willful  misconduct  of the  Person to be  indemnified.  Without
limitation of the foregoing,  each Lender agrees to reimburse the Administrative
Agent  promptly  upon  demand  for its  ratable  share of any costs or  expenses
payable  by  the   Borrowers   under  Section  13.5,  to  the  extent  that  the
Administrative  Agent is not promptly  reimbursed for such costs and expenses by
the  Borrowers.  The  agreements  contained in this  Section 12.5 shall  survive
payment in full of the Loans and all other amounts payable under this Agreement.



                                       87
<PAGE>

     12.6  Non-Reliance on Administrative  Agent and Other Lenders.  Each Lender
agrees that it has,  independently  and without  reliance on the  Administrative
Agent or any other Lender, and based on such documents and information as it has
deemed appropriate, made its own credit analysis of the Credit Parties and their
Subsidiaries  and  decision  to  enter  into  this  Agreement  and that it will,
independently  and without reliance upon the  Administrative  Agent or any other
Lender, and based on such documents and information as it shall deem appropriate
at the time,  continue to make its own analysis  and  decisions in taking or not
taking action under the Loan Documents.  Except for notices,  reports, and other
documents and information  expressly  required to be furnished to the Lenders by
the Administrative Agent hereunder,  the Administrative Agent shall not have any
duty  or  responsibility  to  provide  any  Lender  with  any  credit  or  other
information  concerning  the affairs,  financial  condition,  or business of any
Credit Party or any of its  Subsidiaries  or  affiliates  that may come into the
possession of the Administrative Agent or any of its affiliates.

     12.7  Resignation of  Administrative  Agent. The  Administrative  Agent may
resign at any time by giving  notice  thereof to the Lenders and the  Borrowers.
Upon any such resignation,  the Required Lenders shall have the right to appoint
a successor  Administrative  Agent. If no successor  Administrative  Agent shall
have been so  appointed  by the Required  Lenders and shall have  accepted  such
appointment  within thirty (30) days after the retiring  Administrative  Agent's
giving of notice of resignation,  then the retiring Administrative Agent may, on
behalf of the Lenders, appoint a successor Administrative Agent which shall be a
commercial  bank organized under the laws of the United States of America having
combined  capital and surplus of at least  $500,000,000.  Upon the acceptance of
any appointment as Administrative Agent hereunder by a successor, such successor
shall  thereupon  succeed  to and become  vested  with all the  rights,  powers,
discretion, privileges, and duties of the retiring Administrative Agent, and the
retiring   Administrative   Agent  shall  be  discharged  from  its  duties  and
obligations  hereunder.  After any retiring  Administrative  Agent's resignation
hereunder as  Administrative  Agent,  the  provisions  of this Article XII shall
continue in effect for its benefit in respect of any actions taken or omitted to
be taken by it while it was acting as Administrative Agent.

                                       88
<PAGE>

                                  ARTICLE XIII

                                 Miscellaneous

     13.1 Assignments and Participations.

     (a) Each  Lender  may  assign to one or more  Eligible  Assignees  all or a
portion of its rights and obligations under this Agreement  (including,  without
limitation,  all or a portion of its  Loans,  its Notes,  its  Revolving  Credit
Commitment,  its  Term  Loan A  Commitment  and  its  Term  Loan B  Commitment);
provided, however, that

          (i) each such assignment shall be to an Eligible Assignee;

          (ii)  except  in the  case of an  assignment  to  another  Lender,  an
Affiliate of a Lender,  or Approved  Fund or an  assignment of all of a Lender's
rights and obligations under this Agreement,  any such partial  assignment shall
be in an  amount  at least  equal  to  $5,000,000  or an  integral  multiple  of
$1,000,000 (or if less, the entire remaining  amount of such Lender's  Revolving
Credit  Commitment,  Term Loan A Commitment or Term Loan B Commitment) in excess
thereof;

          (iii) each such assignment by a Lender shall be of a constant, and not
varying,  percentage  of all of its rights and  obligations  under the Revolving
Credit  Facility,  Letter  of Credit  Facility,  Term  Loan  Facilities  and its
Revolving Note and Term Notes; and

          (iv) the parties to such  assignment  shall execute and deliver to the
Administrative Agent for its acceptance an Assignment and Acceptance in the form
of Exhibit B hereto,  together  with any Note subject to such  assignment  and a
processing fee of $3,500.

                                       89
<PAGE>

     Upon execution, delivery, and acceptance of such Assignment and Acceptance,
     the assignee  thereunder shall be a party hereto and, to the extent of such
     assignment,  have  the  obligations,  rights,  and  benefits  of  a  Lender
     hereunder and the assigning Lender shall, to the extent of such assignment,
     relinquish  its  rights and be  released  from its  obligations  under this
     Agreement.  Upon  the  consummation  of any  assignment  pursuant  to  this
     Section,  the assignor,  the  Administrative  Agent and the Borrowers shall
     make appropriate arrangements so that, if required, new Notes are issued to
     the assignor and the assignee.  If the assignee is not  incorporated  under
     the laws of the  United  States of  America  or a state  thereof,  it shall
     deliver to the Borrowers and the Administrative  Agent  certification as to
     exemption from deduction or withholding of Taxes in accordance with Section
     6.6.

     (b) The  Administrative  Agent shall maintain at its address referred to in
Section 13.2 a copy of each Assignment and Acceptance  delivered to and accepted
by it and a  register  for the  recordation  of the names and  addresses  of the
Lenders and the Revolving  Credit  Commitments,  Term Loan  Commitments  of, and
principal  amount of the  Loans  owing to,  each  Lender  from time to time (the
"Register"). The entries in the Register shall be conclusive and binding for all
purposes,  absent manifest error, and the Borrower, the Administrative Agent and
the Lenders may treat each  Person  whose name is recorded in the  Register as a
Lender  hereunder  for all purposes of this  Agreement.  The  Register  shall be
available for  inspection by the Borrower or any Lender at any  reasonable  time
and from time to time upon reasonable prior notice.

     (c) Upon its  receipt  of an  Assignment  and  Acceptance  executed  by the
parties  thereto,  together with any Note subject to such assignment and payment
of the processing  fee, the  Administrative  Agent shall, if such Assignment and
Acceptance  has been  completed  and is in  substantially  the form of Exhibit B
hereto,  (i) accept such Assignment and Acceptance,  (ii) record the information
contained  therein in the Register and (iii) give prompt  notice  thereof to the
parties thereto.

     (d) Each Lender may sell  participations to one or more Persons in all or a
portion  of its  rights,  obligations  or  rights  and  obligations  under  this
Agreement  (including  all or a  portion  of  its  Commitments  or  its  Loans);
provided, however, that (i) such Lender*s obligations under this Agreement shall
remain unchanged,  (ii) such Lender shall remain solely responsible to the other
parties hereto for the  performance of such  obligations,  (iii) the participant
shall be entitled to the benefit of the yield protection provisions contained in
Article VI and the right of set-off  contained  in  Section  13.3,  and (iv) the
Borrowers  shall  continue  to deal  solely  and  directly  with such  Lender in
connection with such Lender*s rights and obligations  under this Agreement,  and
such  Lender  shall  retain  the sole right to enforce  the  obligations  of the
Borrowers  relating  to its Loans and its Notes and to  approve  any  amendment,
modification,  or  waiver  of  any  provision  of  this  Agreement  (other  than
amendments,  modifications,  or waivers decreasing the amount of principal of or
the rate at which  interest  is payable on such  Loans or Notes,  extending  any
scheduled  principal  payment  date or date fixed for the payment of interest on
such Loans or Notes, or extending or increasing its Commitment).

     (e)  Notwithstanding  any other provision set forth in this Agreement,  any
Lender may at any time assign and pledge all or any portion of its Loans and its
Note to any Federal Reserve Bank as collateral security pursuant to Regulation A
and  any  Operating  Circular  issued  by such  Federal  Reserve  Bank.  No such
assignment shall release the assigning Lender from its obligations hereunder.

                                       90
<PAGE>

     (f) Any Lender may furnish any information  concerning the Borrowers or any
of their  Subsidiaries  in the  possession  of such  Lender from time to time to
assignees and participants (including prospective assignees and participants.

(g)ab  Whenever in this Agreement any of the parties hereto is referred to, such
reference  shall be deemed to include the  successors  and permitted  assigns of
such party and all  covenants,  provisions and agreements by or on behalf of the
Borrowers  which are contained in the Loan Documents  shall inure to the benefit
of the  successors  and  permitted  assigns  of the  Administrative  Agent,  the
Lenders,  or any of them. The Borrowers may not assign or otherwise  transfer to
any other  Person any right,  power,  benefit,  or  privilege  (or any  interest
therein)  conferred  hereunder  or under any of the  other  Loan  Documents,  or
delegate (by assumption or otherwise) to any other Person any duty,  obligation,
or liability arising hereunder or under any of the other Loan Documents, and any
such purported assignment, delegation or other transfer shall be void.

     13.2 Notices. Any notice shall be conclusively deemed to have been received
by  any  party  hereto  and be  effective  (i) on  the  day on  which  delivered
(including hand delivery by commercial  courier  service) to such party (against
receipt  therefor),  (ii) on the date of transmission to such party, in the case
of notice by  telefacsimile  (where the proper  transmission  of such  notice is
either  acknowledged  by  the  recipient  or  electronically  confirmed  by  the
transmitting  device), or (iii) on the fifth Business Day after the day on which
mailed to such party,  if sent prepaid by certified or registered  mail,  return
receipt  requested,  in each case delivered,  transmitted or mailed, as the case
may be, to the address or telefacsimile number, as appropriate,  set forth below
or such other address or number as such party shall specify by notice hereunder:


<PAGE>

     (a) if to the Borrowers:

                  PepsiAmericas, Inc.
                  3880 Dain Rauscher Plaza
                  Minneapolis, Minnesota 55402
                  Attn: John F. Bierbaum
                  Telephone:       (612) 661-3830
                  Telefacsimile:   (612) 661-3825

     (b) if to the Administrative Agent:

                  Bank of America, N.A.
                  101 North Tryon Street, 15th Floor
                  NC1-001-15-04
                  Charlotte, North Carolina  28255
                  Attention: Agency Services
                  Telephone:       (704) 388-6483
                  Telefacsimile:   (704) 409-0014

                  with a copy to:

                  Bank of America, N.A.
                  600 Peachtree Street, N.E., 9th Floor
                  Atlanta, Georgia 30308-2213
                  Attention: Kathryn W. Robinson
                  Telephone:       (404) 607-5887
                  Telefacsimile:   (404) 607-6467

     (c) if to the Lenders:

          At the addresses  set forth on the  signature  pages hereof and on the
          signature page of each Assignment and Acceptance;

     (d) if to any other Credit Party, at the address set forth on the signature
page of the  Facility  Guaranty or Security  Instrument  executed by such Credit
Party, as the case may be.

     13.3 Right of Set-off; Adjustments.

     (a) Upon the occurrence and during the continuance of any Event of Default,
each Lender (and each of its  affiliates)  is hereby  authorized at any time and
from time to time, to the fullest extent  permitted by law, to set off and apply
any and all deposits (general or special, time or demand,  provisional or final)
at any time held and other indebtedness at any time owing by such Lender (or any
of its affiliates) to or for the credit or the account of the Borrowers  against
any and all of the obligations of the Borrowers now or hereafter  existing under
this Agreement and the Notes held by such Lender,  irrespective  of whether such
Lender  shall  have made any  demand  under  this  Agreement  or such  Notes and
although  such  obligations  may be unmatured.  Each Lender  agrees  promptly to
notify the Borrowers after any such set-off and application made by such Lender;
provided,  however,  that the failure to give such  notice  shall not affect the
validity of such set-off and  application.  The rights of each Lender under this
Section 13.3 are in addition to other rights and  remedies  (including,  without
limitation, other rights of set-off) that such Lender may have.


<PAGE>

     (b) If any Lender (a  "benefitted  Lender")  shall at any time  receive any
payment of all or part of the Loans owing to it, or interest thereon, or receive
any collateral in respect  thereof  (whether  voluntarily or  involuntarily,  by
set-off,  or  otherwise),  in a greater  proportion  than any such payment to or
collateral  received  by any other  Lender,  if any,  in  respect  of such other
Lender's Loans owing to it, or interest  thereon,  such benefitted  Lender shall
purchase  for cash  from the  other  Lenders a  participating  interest  in such
portion of each such other  Lender's  Loans owing to it, or shall  provide  such
other Lenders with the benefits of any such collateral, or the proceeds thereof,
as shall be  necessary  to cause  such  benefitted  Lender to share  the  excess
payment or benefits of such  collateral  or  proceeds  ratably  with each of the
Lenders; provided, however, that if all or any portion of such excess payment or
benefits is thereafter  recovered  from such  benefitted  Lender,  such purchase
shall be rescinded,  and the purchase price and benefits returned, to the extent
of such recovery,  but without interest.  The Borrowers agree that any Lender so
purchasing a  participation  from a Lender pursuant to this Section 13.3 may, to
the  fullest  extent  permitted  by law,  exercise  all of its rights of payment
(including the right of set-off) with respect to such  participation as fully as
if such Person were the direct  creditor of the  Borrowers in the amount of such
participation.

     13.4 Survival.  All covenants,  agreements,  representations and warranties
made  herein  shall  survive  the  making  by the  Lenders  of the Loans and the
issuance of the Letters of Credit and the  execution and delivery to the Lenders
of this  Agreement and the Notes and shall  continue in full force and effect so
long as any of Obligations  remain  outstanding or any Lender has any Commitment
hereunder  or  the  Borrowers  have  continuing   obligations  hereunder  unless
otherwise provided herein.

     13.5 Expenses.  The Borrowers  jointly and severally agree to pay on demand
all  costs and  expenses  of the  Administrative  Agent in  connection  with the
syndication, preparation, execution, delivery, administration, modification, and
amendment of this Agreement,  the other Loan Documents,  and the other documents
to be delivered hereunder,  including,  without limitation,  the reasonable fees
and  expenses of counsel for the  Administrative  Agent  (including  the cost of
internal  counsel)  with  respect  thereto  and with  respect  to  advising  the
Administrative  Agent  as to its  rights  and  responsibilities  under  the Loan
Documents.  The Borrowers  further agree to pay on demand all costs and expenses
of  the  Administrative  Agent  and  the  Lenders,  if any  (including,  without
limitation,  reasonable  attorneys'  fees and  expenses and the cost of internal
counsel),  in connection with the  enforcement  (whether  through  negotiations,
legal  proceedings,  or otherwise) of the Loan Documents and the other documents
to be delivered hereunder.

     13.6  Amendments and Waivers.  Any provision of this Agreement or any other
Loan Document may be amended or waived if, but only if, such amendment or waiver
is in writing and is signed by the  Borrowers or other  applicable  Credit Party
party to such Loan  Document  and  either  the  Required  Lenders or (as to Loan
Documents other than the Credit Agreement) the Administrative Agent on behalf of
the  Required  Lenders  (and,  if  Article  XII or the  rights  or duties of the
Administrative  Agent  are  affected  thereby,  by  the  Administrative  Agent);
provided  that no such  amendment  or  waiver  shall,  unless  signed by all the
Lenders, (i) increase the Commitments of the Lenders, the Total Revolving Credit
Commitment  or the Total Term Loan  Commitment  (ii) reduce the  principal of or
rate of interest  on any Loan or any fees or other  amounts  payable  hereunder,
(iii)  postpone any date fixed for the payment of any scheduled  installment  of
principal  of or  interest  on any  Loan or any fees or  other  amounts  payable
hereunder or for  termination  of any Revolving  Credit  Commitment or Term Loan
Commitments, or (iv) change the percentage of the Revolving Credit Commitment or
either of the Term Loan  Commitments  or of the unpaid  principal  amount of the
Notes, or the number of Lenders,  which shall be required for the Lenders or any
of them to take any action  under this  Section  13.6 or any other  provision of
this Agreement or (v) release all or substantially  all of the Guarantors or all
or substantially all of the Collateral  except as expressly  contemplated in the
Loan  Documents;  and provided,  further,  that no such amendment or waiver that
affects the rights,  privileges or obligations of Bank of America as provider of
Swing Line Loans, shall be effective unless signed in writing by Bank of America
or that affects the rights,  privileges  or  obligations  of the Issuing Bank as
issuer of Letters of Credit,  shall be effective unless signed in writing by the
Issuing Bank.

                                       92
<PAGE>

     No notice  to or demand on the  Borrowers  in any case  shall  entitle  the
Borrowers  to any  other  or  further  notice  or  demand  in  similar  or other
circumstances,  except  as  otherwise  expressly  provided  herein.  No delay or
omission on any Lender's or the  Administrative  Agent's part in exercising  any
right,  remedy or option  shall  operate as a waiver of such or any other right,
remedy or option or of any Default or Event of Default.

     13.7 Counterparts;  Facsimile Signatures. This Agreement may be executed in
any number of  counterparts,  each of which when so executed and delivered shall
be deemed an  original,  and it shall not be  necessary  in making proof of this
Agreement  to  produce  or  account  for  more  than  one  such   fully-executed
counterpart. Signatures on communications and other documents may be transmitted
by  facsimile  only  with the  consent  of the  Agent  in its sole and  absolute
discretion in each instance.  The effectiveness of any such signatures  accepted
by the Agent shall, subject to applicable law, have the same force and effect as
manual  signatures  and  shall be  binding  on all  parties.  The Agent may also
require  that any such  signature be  confirmed  by a  manually-signed  hardcopy
thereof.  Each party hereto hereby adopts as an original executed signature page
each signature page hereafter  furnished by such party to the Agent (or an agent
of the Agent)  bearing (with the consent of the Agent) a facsimile  signature by
or on behalf of such party.  Nothing  contained in this Section  shall limit the
provisions of Section 12.2.

     13.8  Termination.  The  termination of this Agreement shall not affect any
rights  of the  Borrowers,  the  Lenders  or  the  Administrative  Agent  or any
obligation of the Borrowers,  the Lenders or the Administrative  Agent,  arising
prior to the effective date of such termination, and the provisions hereof shall
continue to be fully  operative  until all  transactions  entered into or rights
created  or  obligations  incurred  prior to such  termination  have been  fully
disposed of,  concluded or liquidated  and the  Obligations  arising prior to or
after such termination have been irrevocably paid in full. The rights granted to
the Administrative Agent for the benefit of the Lenders under the Loan Documents
shall continue in full force and effect, notwithstanding the termination of this
Agreement,  until  all of the  Obligations  have  been  paid in full  after  the
termination   hereof  (other  than  Obligations  in  the  nature  of  continuing
indemnities or expense reimbursement  obligations not yet due and payable, which
shall   continue)  or  the  Borrowers   have   furnished  the  Lenders  and  the
Administrative Agent with an indemnification  satisfactory to the Administrative
Agent and each Lender with respect thereto.  Notwithstanding  the foregoing,  if
after receipt of any payment of all or any part of the  Obligations,  any Lender
is for any reason compelled to surrender such payment to any Person because such
payment is  determined  to be void or  voidable as a  preference,  impermissible
setoff, a diversion of trust funds or for any other reason, this Agreement shall
continue in full force and the Borrowers shall be liable to, and shall indemnify
and hold the  Administrative  Agent or such Lender  harmless  for, the amount of
such payment  surrendered  until the  Administrative  Agent or such Lender shall
have been finally and irrevocably  paid in full. The provisions of the foregoing
sentence shall be and remain effective notwithstanding any contrary action which
may have been taken by the Administrative  Agent or the Lenders in reliance upon
such payment,  and any such contrary action so taken shall be without  prejudice
to the  Administrative  Agent or the Lenders'  rights under this  Agreement  and
shall be deemed to have been  conditioned  upon such payment having become final
and irrevocable.

                                       93
<PAGE>

     13.9 Indemnification; Limitation of Liability.

     (a) The  Borrowers,  jointly and  severally,  agree to  indemnify  and hold
harmless the  Administrative  Agent and each Lender and each of their affiliates
and their respective officers, directors, employees, agents, and advisors (each,
an "Indemnified  Party") from and against any and all claims,  damages,  losses,
liabilities,  costs, and expenses  (including,  without  limitation,  reasonable
attorneys'  fees) that may be incurred  by or  asserted  or awarded  against any
Indemnified  Party,  in each case  arising  out of or in  connection  with or by
reason of (including,  without limitation, in connection with any investigation,
litigation, or proceeding or preparation of defense in connection therewith) the
Loan Documents,  any of the  transactions  contemplated  herein or the actual or
proposed  use of the  proceeds  of the Loans,  except to the extent  such claim,
damage, loss,  liability,  cost, or expense is found in a final,  non-appealable
judgment  by a court  of  competent  jurisdiction  to have  resulted  from  such
Indemnified  Party's gross negligence or willful  misconduct.  In the case of an
investigation,  litigation  or other  proceeding  to which the indemnity in this
Section 13.9  applies,  such  indemnity  shall be effective  whether or not such
investigation,  litigation  or  proceeding  is brought by either  Borrower,  its
directors, shareholders or creditors or an Indemnified Party or any other Person
or any  Indemnified  Party is  otherwise a party  thereto and whether or not the
transactions  contemplated  hereby are consummated.  The Borrowers agree that no
Indemnified  Party shall have any  liability  (whether  direct or  indirect,  in
contract or tort or otherwise) to it, any of its Subsidiaries, any Guarantor, or
any  security  holders or  creditors  thereof  arising out of,  related to or in
connection with the transactions  contemplated herein, except to the extent that
such  liability  is  found  in a final  non-appealable  judgment  by a court  of
competent  jurisdiction to have directly resulted from such Indemnified  Party's
gross  negligence or willful  misconduct.  The Borrowers agree not to assert any
claim against the Administrative Agent, any Lender, any of their affiliates,  or
any of their respective directors,  officers, employees,  attorneys, agents, and
advisers, on any theory of liability, for special, indirect,  consequential,  or
punitive damages arising out of or otherwise relating to the Loan Documents, any
of the  transactions  contemplated  herein or the actual or proposed  use of the
proceeds of the Loans.

     (b)  Without  prejudice  to the  survival  of any  other  agreement  of the
Borrowers  hereunder,  the agreements and obligations of the Borrowers contained
in this  Section  13.9 shall  survive  the  payment in full of the Loans and all
other amounts payable under this Agreement.

     13.10  Severability.  If any provision of this  Agreement or the other Loan
Documents  shall be determined to be illegal or invalid as to one or more of the
parties  hereto,  then such provision shall remain in effect with respect to all
parties,  if any, as to whom such provision is neither illegal nor invalid,  and
in any event all other  provisions  hereof shall remain effective and binding on
the parties hereto.

     13.11  Entire  Agreement.  This  Agreement,  together  with the other  Loan
Documents,  constitutes  the entire  agreement among the parties with respect to
the subject matter hereof and supersedes all previous  proposals,  negotiations,
representations,  commitments  and  other  communications  between  or among the
parties,  both  oral and  written,  with  respect  thereto  (except  that  those
provisions (if any) which by the express terms of the commitment letter dated as
of July 14,  1999,  executed  by Bank of  America  and BAS and  accepted  by the
Borrowers,  survive  the closing of the  Revolving  Credit  Facility,  Letter of
Credit Facility and Term Loan Facilities, shall survive and continue in effect).

                                       95
<PAGE>

     13.12  Agreement  Controls  . In the event that any term of any of the Loan
Documents  other than this  Agreement  conflicts  with any express  term of this
Agreement,  the terms and  provisions  of this  Agreement  shall  control to the
extent of such conflict.

     13.13 Usury Savings Clause. Notwithstanding any other provision herein, the
aggregate interest rate charged under any of the Notes, including all charges or
fees in connection  therewith  deemed in the nature of interest under applicable
law shall not exceed the Highest Lawful Rate (as such term is defined below). If
the rate of interest (determined without regard to the preceding sentence) under
this Agreement at any time exceeds the Highest  Lawful Rate (as defined  below),
the  outstanding  amount of the Loans made hereunder  shall bear interest at the
Highest Lawful Rate until the total amount of interest due hereunder  equals the
amount of interest  which would have been due  hereunder  if the stated rates of
interest  set  forth in this  Agreement  had at all  times  been in  effect.  In
addition, if when the Loans made hereunder are repaid in full the total interest
due hereunder (taking into account the increase provided for above) is less than
the total amount of interest  which would have been due  hereunder if the stated
rates of interest set forth in this  Agreement  had at all times been in effect,
then  to  the  extent   permitted  by  law,  the  Borrowers  shall  pay  to  the
Administrative  Agent an amount  equal to the  difference  between the amount of
interest  paid and the  amount of  interest  which  would  have been paid if the
Highest  Lawful  Rate  had at all  times  been in  effect.  Notwithstanding  the
foregoing,  it is the  intention  of the  Lenders and the  Borrowers  to conform
strictly to any applicable usury laws. Accordingly, if any Lender contracts for,
charges, or receives any consideration  which constitutes  interest in excess of
the Highest  Lawful Rate,  then any such excess shall be canceled  automatically
and,  if  previously  paid,  shall at such  Lender's  option be  applied  to the
outstanding  amount of the Loans made hereunder or be refunded to the Borrowers.
As used in this  paragraph,  the term  "Highest  Lawful  Rate" means the maximum
lawful  interest  rate,  if any,  that at any  time or from  time to time may be
contracted  for,  charged,  or received under the laws applicable to such Lender
which are  presently  in effect  or, to the extent  allowed  by law,  under such
applicable  laws  which  may  hereafter  be in effect  and which  allow a higher
maximum nonusurious interest rate than applicable laws now allow.

     13.14 Payments.  All principal,  interest,  and other amounts to be paid by
the Borrowers under this Agreement and the other Loan Documents shall be paid to
the  Administrative  Agent at the Principal Office in Dollars and in immediately
available funds, without setoff, recoupment, deduction or counterclaim.  Subject
to the definition of "Interest  Period" herein,  whenever any payment under this
Agreement or any other Loan Document  shall be stated to be due on a day that is
not a Business  Day,  such payment may be made on the next  succeeding  Business
Day,  and  such  extension  of  time in  such  case  shall  be  included  in the
computation of interest and fees, as applicable, and as the case may be.

     13.15 Confidentiality.  The Agent and each Lender (each, a "Lending Party")
agrees to keep confidential any information furnished or made available to it by
the Borrowers pursuant to this Agreement that is marked  confidential;  provided
that  nothing  herein  shall  prevent any  Lending  Party from  disclosing  such
information  (a) to any other  Lending  Party or any  affiliate  of any  Lending
Party,  or any officer,  director,  employee,  agent,  or advisor of any Lending
Party or affiliate of any Lending  Party,  (b) to any other Person if reasonably
incidental to the  administration of the credit facility provided herein, (c) as
required by any law,  rule,  or  regulation,  (d) upon the order of any court or
administrative  agency,  (e) upon the request or demand of any regulatory agency
or  authority,  (f) that is or  becomes  available  to the  public or that is or
becomes available to any Lending Party other than as a result of a disclosure by
any Lending  Party  prohibited  by this  Agreement or through  disclosure by any
other Person whom the Agent or such Lender has reason to believe  disclosed such
information in violation of or contrary to the  confidentiality  requirements or
policies  of the  Borrowers  or any  Subsidiaries,  (g) in  connection  with any
litigation to which such Lending Party or any of its  affiliates may be a party,
(h) to the extent  necessary in connection with the exercise of any remedy under
this  Agreement  or any other  Loan  Document,  and (i)  subject  to  provisions
substantially  similar  to those  contained  in this  Section,  to any actual or
proposed participant or assignee.

                                       96
<PAGE>

     13.16 Governing Law; Waiver of Jury Trial.

     (a) THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS  (OTHER THAN THOSE SECURITY
INSTRUMENTS  WHICH EXPRESSLY  PROVIDE THAT THEY SHALL BE GOVERNED BY THE LAWS OF
ANOTHER  JURISDICTION)  SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE  WITH,
THE LAWS OF THE STATE OF NORTH CAROLINA APPLICABLE TO CONTRACTS EXECUTED, AND TO
BE FULLY PERFORMED, IN SUCH STATE.

     (b) THE BORROWERS HEREBY  EXPRESSLY AND IRREVOCABLY  AGREE AND CONSENT THAT
ANY SUIT, ACTION OR PROCEEDING  ARISING OUT OF OR RELATING TO THIS AGREEMENT AND
THE TRANSACTIONS  CONTEMPLATED  HEREIN MAY BE INSTITUTED IN ANY STATE OR FEDERAL
COURT  SITTING IN THE COUNTY OF  MECKLENBURG,  STATE OF NORTH  CAROLINA,  UNITED
STATES OF AMERICA AND, BY THE  EXECUTION  AND DELIVERY OF THIS  AGREEMENT,  EACH
BORROWER EXPRESSLY WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE
LAYING OF VENUE IN, OR TO THE EXERCISE OF JURISDICTION  OVER IT AND ITS PROPERTY
BY, ANY SUCH COURT IN ANY SUCH SUIT,  ACTION OR  PROCEEDING,  AND EACH  BORROWER
HEREBY IRREVOCABLY  SUBMITS GENERALLY AND UNCONDITIONALLY TO THE JURISDICTION OF
ANY SUCH COURT IN ANY SUCH SUIT, ACTION OR PROCEEDING.

     (c) EACH  BORROWER  AGREES THAT  SERVICE OF PROCESS MAY BE MADE BY PERSONAL
SERVICE OF A COPY OF THE SUMMONS  AND  COMPLAINT  OR OTHER LEGAL  PROCESS IN ANY
SUCH SUIT,  ACTION OR  PROCEEDING,  OR BY REGISTERED OR CERTIFIED  MAIL (POSTAGE
PREPAID) TO THE ADDRESS OF THE  BORROWERS  PROVIDED IN SECTION  13.2,  OR BY ANY
OTHER METHOD OF SERVICE  PROVIDED FOR UNDER THE APPLICABLE LAWS IN EFFECT IN THE
STATE OF NORTH CAROLINA.

     (d) NOTHING  CONTAINED IN SUBSECTIONS  (b) OR (c) HEREOF SHALL PRECLUDE THE
ADMINISTRATIVE  AGENT OR ANY LENDER FROM BRINGING ANY SUIT, ACTION OR PROCEEDING
ARISING  OUT  OF OR  RELATING  TO  ANY  LOAN  DOCUMENT  IN  THE  COURTS  OF  ANY
JURISDICTION  WHERE EITHER BORROWER OR ANY OF THE BORROWER'S  PROPERTY OR ASSETS
MAY BE FOUND OR LOCATED.  TO THE EXTENT  PERMITTED BY THE APPLICABLE LAWS OF ANY
SUCH JURISDICTION,  EACH BORROWER HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION
OF ANY SUCH COURT AND EXPRESSLY  WAIVES,  IN RESPECT OF ANY SUCH SUIT, ACTION OR
PROCEEDING,  OBJECTION TO THE EXERCISE OF JURISDICTION  OVER IT AND ITS PROPERTY
BY ANY SUCH OTHER COURT OR COURTS WHICH NOW OR HEREAFTER MAY BE AVAILABLE  UNDER
APPLICABLE LAW.

     (e) IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS OR REMEDIES
UNDER OR RELATED TO ANY LOAN DOCUMENT OR ANY AMENDMENT,  INSTRUMENT, DOCUMENT OR
AGREEMENT  DELIVERED  OR THAT  MAY IN THE  FUTURE  BE  DELIVERED  IN  CONNECTION
THEREWITH, THE BORROWERS, THE ADMINISTRATIVE AGENT AND THE LENDERS HEREBY AGREE,
TO THE  EXTENT  PERMITTED  BY  APPLICABLE  LAW,  THAT ANY SUCH  ACTION,  SUIT OR
PROCEEDING  SHALL  BE  TRIED  BEFORE A COURT  AND NOT  BEFORE A JURY AND  HEREBY
IRREVOCABLY  WAIVE,  TO THE EXTENT  PERMITTED BY APPLICABLE  LAW, ANY RIGHT SUCH
PERSON MAY HAVE TO TRIAL BY JURY IN ANY SUCH ACTION, SUIT OR PROCEEDING.

     (f) EACH BORROWER  HEREBY  EXPRESSLY  WAIVES ANY OBJECTION IT MAY HAVE THAT
ANY COURT TO WHOSE JURISDICTION IT HAS SUBMITTED PURSUANT TO THE TERMS HEREOF IS
AN INCONVENIENT FORUM.

                         [Signatures on following pages]

                                       97
<PAGE>

     IN WITNESS  WHEREOF,  the parties hereto have caused this  instrument to be
made, executed and delivered by their duly authorized officers as of the day and
year first above written.


<TABLE>
<S>                                 <C>
                                    PEPSIAMERICAS, INC.



WITNESS:

/s/ Sheila E. Foley                 By:/s/ John F. Bierbaum
--------------------------------       -----------------------------------------
                                    Name: John F. Bierbaum
                                         ---------------------------------------
/s/ Melissa Tveit                   Title: Vice President and Chief Financial Officer
--------------------------------          -------------------------------------------
</TABLE>



                                     DAKBEV, LLC

WITNESS:

/s/ Sheila E. Foley                  By: /s/ John F. Bierbaum
-------------------------------         ----------------------------------------
                                      Name:  John F. Bierbaum

/s/ Melissa Tveit                    Title: Vice President
-------------------------------             ------------------------------------


                             Signature Page 1 of 10
<PAGE>

                                   BANK OF AMERICA, N.A.,
                                   as Administrative Agent for the Lenders

                                   By: /s/ Kathryn W. Robinson

                                   Name:    Kathryn W. Robinson
                                   Title:   Managing Director

                                   BANK OF AMERICA, N.A., as Lender


                                   By: /s/ Kathryn W. Robinson

                                   Name:    Kathryn W. Robinson
                                   Title:   Managing Director

                                   Lending Office for Base Rate Loans:
                                            Bank of America, N.A.
                                            101 North Tryon Street, 15th Floor
                                            NC1-001-15-04
                                            Charlotte, North Carolina  28255
                                            Attention: Agency Services
                                            Telephone:(704) 388-6483
                                            Telefacsimile:(704) 409-0014

                                   Wire Transfer Instructions:
                                            Bank of America, N.A.
                                            ABA#  053000196
                                            Account No.: 1366212250600
                                            Reference: PepsiAmericas, Inc.
                                            Attention: Agency Services

                                    Lending Office for Eurodollar Rate Loans:
                                            Bank of America, N.A.
                                            101 North Tryon Street, 15th Floor
                                            NC1-001-15-04
                                            Charlotte, North Carolina  28255
                                            Attention: Agency Services
                                            Telephone:(704) 388-6483
                                            Telefacsimile:(704) 409-0014

                                    Wire Transfer Instructions:
                                            Bank of America, N.A.
                                            ABA# 053000196
                                            Account No.: 1366212250600
                                            Reference: PepsiAmericas, Inc.
                                            Attention: Agency Services

                                    FIRST UNION NATIONAL BANK,
                                    as Documentation Agent and as a Lender

                             Signature Page 2 of 10
<PAGE>

                                    By: /s/ Frederick W. Price
                                    Name:   Frederick W. Price
                                    Title:  Senior Vice President

                                    Lending Office:
                                    301 S. College Street, TW-5
                                    Charlotte, North Carolina 28288

                                    Wire Transfer Instructions:
                                    First Union National Bank
                                    Charlotte, North Carolina
                                    ABA #053000219
                                    Account #1459168105013
                                    Account Name: Consumer Products
                                    Attention: Lisa VanNote
                                    Reference: PepsiAmericas, Inc.


                             Signature Page 3 of 10
<PAGE>



                                    NORWEST BANK MINNESOTA, N.A.,
                                    as Managing Agent and as a Lender


                                    By: /s/ Scott W. Kemper
                                    Name:  Scott W. Kemper
                                    Title: Vice President

                                    Lending Office:
                                    6th & Marquette
                                    MAC: N9305-051
                                    Minneapolis, Minnesota 55479

                                    Wire Transfer Instructions:
                                    Norwest Bank Minnesota, N.A.
                                    ABA #091000019
                                    Account #0000840165
                                       CLO Clearing Account
                                    Reference: PepsiAmericas, Inc.

                             Signature Page 4 of 10

<PAGE>

                                    FIRST TENNESSEE BANK NATIONAL ASSOCIATION

                                    By: /s/ William J. Harter
                                    Name: William J. Harter
                                    Title: Senior Vice President

                                    Lending Office:
                                    165 Madison Avenue, MO-10
                                    Memphis, Tennessee 38103

                                    Wire Transfer Instructions:
                                    First Tennessee Bank
                                    Memphis, Tennessee
                                    ABA #084000026
                                    Account #114174 0008
                                    Account Name: Bank Secrecy Account
                                    Attention: Georgiana Sheets, Ext. 4260
                                    Reference: PepsiAmericas, Inc.

                             Signature Page 5 of 10

<PAGE>


                                    BANCO POPULAR DE PUERTO RICO



                                     By: /s/ Raul H. Cacho
                                     Name: Raul H. Cacho
                                     Title: Vice President

                                     By: /s/ Wilfredo Fuertet
                                     Name: Wilfredo Fuertet
                                     Title: Vice President

                                     Lending Office:
                                     Popular Center Building, Floor #6
                                     209 Munoz Rivera Avenue
                                     Hato Rey, Puerto Rico 00918

                                     Wire Transfer Instructions:
                                     Banco Popular de Puerto Rico
                                     New York, New York
                                     ABA #026008811
                                     Account Name: PepsiAmericas, Inc.
                                     Attention: Margarita Tobar

                             Signature Page 6 of 10

<PAGE>



                                    BANK AUSTRIA CREDITANSTALT CORPORATE
                                    FINANCE, INC.


                                    By:/s/ Richard W. Varalla
                                    Name: Richard W. Varalla
                                    Title: Associate

                                    By: /s/ John G. Taylor
                                    Name: John G. Taylor
                                    Title: Vice President

                                    Lending Office:
                                    Two Ravinia Drive, Suite 1680
                                    Atlanta, Georgia 30346

                                    Wire Transfer Instructions:
                                    Chase Manhattan Bank
                                    New York, New York
                                    ABA #021000021
                                    Account: Bank Austria AG
                                    Account #400921944
                                    Reference: PepsiAmericas, Inc.


                             Signature Page 7 of 10

<PAGE>



                                    CoBANK, ACB

                                    By: /s/ Jim Stutzman
                                    Name: Jim Stutzman
                                    Title: Vice President

                                    Lending Office:
                                    5500 S. Quebec Street
                                    Englewood, Colorado 80111

                                    Wire Transfer Instructions:
                                    CoBank,    ACB   Englewood,
                                    Colorado   ABA   #307088754
                                    Reference:   PepsiAmericas, Inc.

                             Signature Page 8 of 10

<PAGE>

                  NATIONAL CITY BANK OF KENTUCKY


                                    By: /s/ Tom Gurbach
                                    Name: Tom Gurbach
                                    Title: Vice President

                                    Lending Office:
                                    101 S. Fifth Street
                                    Locator #T-08J
                                    Louisville, Kentucky 40202

                                    Wire Transfer Instructions:
                                    National City Bank of Kentucky
                                    ABA #083 0000 56
                                    Attention: Deana Trotter (502-581-5551)
                                               Commercial Loan Operations
                                    Account #__________
                                    Reference: PepsiAmericas, Inc.

                             Signature Page 9 of 10

<PAGE>



                                    U.S. BANK NATIONAL ASSOCIATION


                                    By: /s/ Michael S. Harter
                                    Name: Michael S. Harter
                                    Title: Vice President

                                    Lending Office:
                                    601 Second Avenue, South
                                    Minneapolis, Minneasota 55402-4302

                                    Wire Transfer Instructions:
                                    U.S. Bank National Association
                                    Minneapolis, Minnesota
                                    ABA #091000022
                                    Account #30000472160600
                                    Attention: Commercial Loan Service Center
                                    Reference: PepsiAmericas, Inc.


                            Signature Page 10 of 10

<PAGE>

                                    EXHIBIT A

                        Applicable Commitment Percentages


<PAGE>



<TABLE>
<CAPTION>
                                      Revolving                                                              Applicable
                                        Credit                   Term Loan A               Term Loan B        Commitment
          Lender                      Commitment                 Commitment                Commitment         Percentage
          ------                      ----------                 ----------                ----------         ----------
<S>                                 <C>                       <C>                       <C>                <C>
Bank of America, N.A.               $17,027,027.03            $ 5,675,675.68            $12,297,297.30     18.918918919%

First Union National Bank            14,594,594.59              4,864,864.86             10,540,540.54     16.216216216%

Norwest Bank Minnesota, N.A.         14,594,594.59              4,864,864.86             10,540,540.54     16.216216216%

First Tennessee Bank
  National Association                7,297,297.30              2,432,432.43              5,270,270.27      8.108108108%

Banco Popular De Puerto Rico          7,297,297.30              2,432,432.43              5,270,270.27      8.108108108%

Bank Austria Creditanstalt

 Corporate Finance, Inc.              7,297,297.30              2,432,432.43              5,270,270.27      8.108108108%

CoBank, ACB                           7,297,297.30              2,432,432.43              5,270,270.27      8.108108108%

National City Bank of Kentucky        7,297,297.30              2,432,432.43              5,270,270.27      8.108108108%

U.S. Bank National Association        7,297,297.30              2,432,432.43              5,270,270.27      8.108108108%

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

                                    $90,000,000.00            $30,000,000.00            $65,000,000.00          100%
</TABLE>


                                      A-1
<PAGE>

                                    EXHIBIT B

                       Form of Assignment and Acceptance

     Reference is made to the Credit Agreement dated as of October 15, 1999 (the
"Credit  Agreement")  among  PepsiAmericas,  Inc.,  a Delaware  corporation  and
DakBev,  LLC, a limited  liability  company organized under the laws of Delaware
(collectively, the Borrowers"), the Lenders (as defined in the Credit Agreement)
and  Bank of  America,  N.A.,  as agent  for the  Lenders  (the  "Administrative
Agent").  Terms  defined in the Credit  Agreement  are used herein with the same
meaning.

     The  "Assignor"  and the  "Assignee"  referred  to on  Schedule  1 agree as
follows:

     1. The Assignor hereby sells and assigns to the Assignee,  WITHOUT RECOURSE
and without representation or warranty except as expressly set forth herein, and
the Assignee hereby purchases and assumes from the Assignor,  an interest in and
to the  Assignor's  rights and  obligations  under the Credit  Agreement and the
other Loan  Documents  as of the date hereof  equal to the  percentage  interest
specified  on Schedule 1 of all  outstanding  rights and  obligations  under the
Credit Agreement and the other Loan Documents.* After giving effect to such sale
and assignment,  the Assignee's  Commitment and the amount of the Loans owing to
the Assignee will be as set forth on Schedule 1.

     2. The  Assignor  (i)  represents  and  warrants  that it is the  legal and
beneficial  owner of the interest  being  assigned by it hereunder and that such
interest is free and clear of any adverse claim; (ii) makes no representation or
warranty  and  assumes  no  responsibility   with  respect  to  any  statements,
warranties or  representations  made in or in connection with the Loan Documents
or the execution, legality, validity, enforceability,  genuineness,  sufficiency
or value of the Loan  Documents or any other  instrument  or document  furnished
pursuant  thereto;  (iii) makes no  representation  or  warranty  and assumes no
responsibility  with respect to the  financial  condition of any Credit Party or
the  performance  or  observance  by any Credit Party of any of its  obligations
under the Loan Documents or any other instrument or document  furnished pursuant
thereto;  and (iv) attaches the Notes held by the Assignor and requests that the
Administrative  Agent  exchange such Notes for new Notes payable to the order of
the  Assignee  in an amount  equal to the  Commitment  assumed  by the  Assignee
pursuant  hereto  and to the  Assignor  in an  amount  equal  to the  Commitment
retained by the Assignor, if any, as specified on Schedule 1.

     3. The  Assignee  (i)  confirms  that it has  received a copy of the Credit
Agreement,  together  with  copies of the  financial  statements  referred to in
Section 9.1 thereof and such other  documents and  information  as it has deemed
appropriate  to make its own credit  analysis  and  decision  to enter into this
Assignment and Acceptance;  (ii) agrees that it will,  independently and without
reliance  upon the  Administrative  Agent,  the Assignor or any other Lender and
based on such  documents and  information  as it shall deem  appropriate  at the
time,  continue to make its own credit  decisions in taking or not taking action
under the Credit Agreement; (iii) confirms that it is an Eligible Assignee; (iv)
appoints and authorizes the Administrative Agent to take such action as agent on
its behalf and to exercise such powers and discretion under the Credit Agreement
as are delegated to the Administrative Agent by the terms thereof, together with
such powers and discretion as are reasonably incidental thereto; (v) agrees that
it will perform in accordance  with their terms all of the  obligations  that by
the terms of the  Credit  Agreement  are  required  to be  performed  by it as a
Lender;  and (vi)  attaches  any U.S.  Internal  Revenue  Service or other forms
required under Section 6.6.
________________

     * In the  case  of Bank of  America  as  Assignor,  excluding  any  rights,
benefits or duties as provider of Swing Line Loans or as Issuing Bank.

                                      B-1
<PAGE>

     4. Following the execution of this  Assignment and  Acceptance,  it will be
delivered  to the  Administrative  Agent for  acceptance  and  recording  by the
Administrative Agent. The effective date for this Assignment and Acceptance (the
"Effective Date") shall be the date of acceptance  hereof by the  Administrative
Agent, unless otherwise specified on Schedule 1.

     5. Upon such  acceptance and recording by the  Administrative  Agent, as of
the Effective  Date, (i) the Assignee  shall be a party to the Credit  Agreement
and, to the extent provided in this  Assignment and Acceptance,  have the rights
and  obligations  of a Lender  thereunder  and (ii) the Assignor  shall,  to the
extent provided in this Assignment and Acceptance,  relinquish its rights and be
released from its obligations under the Credit Agreement.

     6. Upon such acceptance and recording by the Administrative Agent, from and
after the Effective Date, the Administrative Agent shall make all payments under
the Credit  Agreement and the Notes in respect of the interest  assigned  hereby
(including,   without  limitation,  all  payments  of  principal,  interest  and
commitment fees with respect thereto) to the Assignee. The Assignor and Assignee
shall make all  appropriate  adjustments in payments under the Credit  Agreement
and  the  Notes  for  periods  prior  to the  Effective  Date  directly  between
themselves.

     7. This  Assignment and  Acceptance  shall be governed by, and construed in
accordance with, the laws of the State of North Carolina.

     8.  This  Assignment  and  Acceptance  may be  executed  in any  number  of
counterparts and by different parties hereto in separate  counterparts,  each of
which when so executed  shall be deemed to be an original and all of which taken
together shall  constitute one and the same  agreement.  Delivery of an executed
counterpart of Schedule 1 to this  Assignment  and  Acceptance by  telefacsimile
shall be  effective  as  delivery  of a manually  executed  counterpart  of this
Assignment and Acceptance.

     IN WITNESS WHEREOF, the Assignor and the Assignee have caused Schedule 1 to
this  Assignment and Acceptance to be executed by their officers  thereunto duly
authorized as of the date specified thereon.

                                      B-2
<PAGE>

                                   Schedule 1


<PAGE>


<TABLE>
<CAPTION>
                                           Revolving         Term             Term
                                           Credit            Loan A           Loan B
                                           Facility          Facility         Facility
<S>                                       <C>              <C>              <C>
Percentage interest assigned               _____%            _____%           _____%

Assignee's Commitment                       $__________      $__________      $__________

Aggregate outstanding principal

amount of Loans assigned:                   $__________      $__________      $___________

Principal amount of Note

payable to Assignee:                        $__________      $__________      $___________

Principal amount of Note

payable to Assignor:                        $__________      $__________      $___________

Effective Date (if other than

date of acceptance by Administrative Agent) *________, ___   *________, ___   *________, ___
</TABLE>

                                            [NAME OF ASSIGNOR], as Assignor


                                            By:_________________________________
                                               Title:

                                            Dated:  __________, ____



                                            [NAME OF ASSIGNEE], as Assignee


                                            By:_________________________________
                                            Title:

                                            Domestic Lending Office:

                                            Eurodollar Lending Office:

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

     * This date should be no earlier than five Business Days after the delivery
of this Assignment and Acceptance to the Administrative Agent.

                                      B-3
<PAGE>

Accepted [and Approved] **
this ___ day of ___________, ____

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


By:__________________________________
Title:


[Approved this ____ day
of ____________, ____

PEPSIAMERICAS, INC.


By: _________________________________]**
Title:

DAKBEV, LLC

By: _________________________________]**
Title:






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

     ** Required if the  Assignee  is an Eligible  Assignee  solely by reason of
clause (iii) of the definition of "Eligible Assignee."

                                      B-4
<PAGE>


                                    EXHIBIT C

       Notice of Appointment (or Revocation) of Authorized Representative

     Reference  is hereby made to the Credit  Agreement  dated as of October 15,
1999 (the "Agreement")  among  PepsiAmericas,  Inc., a Delaware  corporation and
DakBev,  LLC, a limited  liability  company organized under the laws of Delaware
(collectively,  the "Borrowers"), the Lenders (as defined in the Agreement), and
Bank of  America,  N.A.,  as agent  for the  Lenders  ("Administrative  Agent").
Capitalized terms used but not defined herein shall have the respective meanings
therefor set forth in the Agreement.

     The Borrowers hereby nominate, constitute and appoint each individual named
below as an  Authorized  Representative  under the Loan  Documents,  and  hereby
represents and warrants that (i) set forth opposite each such  individual's name
is a true and  correct  statement  of such  individual's  office  (to which such
individual has been duly elected or appointed),  a genuine specimen signature of
such  individual  and an address  for the  giving of notice,  and (ii) each such
individual  has been  duly  authorized  by the  Borrowers  to act as  Authorized
Representative under the Loan Documents:

      Name and Address                   Office              Specimen Signature
-----------------------------     ---------------------     --------------------


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

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


Borrower  hereby revokes  (effective  upon receipt hereof by the  Administrative
Agent)   the   prior   appointment   of   ________________   as  an   Authorized
Representative.

     This the ___ day of __________________, ____.


                                       PEPSIAMERICAS, INC.


                                      By:_______________________________________

                                      Name:_____________________________________

                                      Title:____________________________________

                                      DAKBEV, LLC

                                      By:_______________________________________

                                      Name:_____________________________________

                                      Title:____________________________________

                                      C-1
<PAGE>


                                   EXHIBIT D-1

                            Form of Borrowing Notice

To:      Bank of America, N.A.,
         as Administrative Agent
         101 North Tryon Street, 15th Floor

         NC1-001-15-04
         Charlotte, North Carolina  28255
         Attention: Agency Services
         Telefacsimile:  (704) 409-0014

     Reference  is hereby made to the Credit  Agreement  dated as of October 15,
1999 (the "Agreement") among PepsiAmericas,  Inc. and DakBev, LLC (collectively,
the  "Borrowers"),  the  Lenders  (as  defined  in the  Agreement),  and Bank of
America, N.A., as agent for the Lenders  ("Administrative  Agent").  Capitalized
terms used but not defined  herein shall have the respective  meanings  therefor
set forth in the Agreement.

     The Borrowers through their Authorized Representative hereby give notice to
the  Administrative  Agent that Loans of the type and amount set forth  below be
made on the date indicated:

<TABLE>
<CAPTION>
   Type of Loan (check one)          Interest Period(1)            Aggregate Amount(2)            Date of Loan(3)
-------------------------------    ------------------------    ----------------------------     --------------------
<S>                                <C>                         <C>                              <C>
      Revolving Loan

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

   Base Rate Loan                       ----------------            ---------------                --------------
   Eurodollar Rate Loan                 ----------------            ---------------                --------------

-----------------------
</TABLE>

(1)  For any Eurodollar Rate Loan, one, two, three or six months.

(2)  Must be $5,000,000 or if greater an integral multiple of $5,000,000, unless
     a Base Rate Refunding Loan.
(3)  At least three (3) Business Days later if a Eurodollar Rate Loan;

     The Borrowers  hereby request that the proceeds of Loans  described in this
Borrowing  Notice  be  made  available  to the  Borrowers  as  follows:  [insert
transmittal instructions].

     The undersigned hereby certifies that:

     1. No Default or Event of Default  exists either now or after giving effect
to the borrowing described herein; and

     2. All the  representations and warranties set forth in Article VIII of the
Agreement and in the Loan Documents  (other than those expressly stated to refer
to a particular date) are true and correct as of the date hereof except that the
reference to the financial  statements in Section 8.6(a) of the Agreement  shall
be deemed (solely for the purpose of the  representation  and warranty contained
in such  Section  8.6(a) but not for the purpose of any cross  reference to such
Section 8.6(a) or to the financial statements described therein contained in any
other  provision  of Section  8.6 or  elsewhere  in Article 8) to refer to those
financial  statements most recently  delivered to you pursuant to Section 9.1 of
the  Agreement (it being  understood  that any  financial  statements  delivered
pursuant  to  Section  9.1(b)  have not been  certified  by  independent  public
accountants).

     3. All  conditions  contained  in the  Agreement  to the making of any Loan
requested hereby have been met or satisfied in full.

                                     D-2-1
<PAGE>



                                    PEPSIAMERICAS, INC.
                                    DAKBEV, LLC

                                    BY:_________________________________________
                                            Authorized Representative


                                    DATE:_______________________________________




                                     D-1-2
<PAGE>

                                   EXHIBIT D-2

                   Form of Borrowing Notice--Swing Line Loans

To:      Bank of America, N.A.,
         101 North Tryon Street, 15th Floor
         NC1-001-15-04
         Charlotte, North Carolina  28255
         Attention: Agency Services
         Telefacsimile:  (704) 409-0014

     Reference  is hereby made to the Credit  Agreement  dated as of October 15,
1999 (the "Agreement") among PepsiAmericas,  Inc. and DakBev, LLC (collectively,
the  "Borrowers"),  the  Lenders  (as  defined  in the  Agreement),  and Bank of
America, N.A., as agent for the Lenders  ("Administrative  Agent").  Capitalized
terms used but not defined  herein shall have the respective  meanings  therefor
set forth in the Agreement.

     The Borrowers through their Authorized Representative hereby give notice to
Bank of America  that a Swing Line Loan of the amount set forth below be made on
the date indicated:

                   Amount(1)                        Date of Loan
            -----------------------            -----------------------
                 $----------                       ----------, ----

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

     (1) Must be $100,000 or if greater an integral multiple of $100,000, unless
a Base Rate Refunding Loan.

     The  Borrowers  hereby  request  that  the  proceeds  of Swing  Line  Loans
described  in this  Borrowing  Notice  be made  available  to the  Borrowers  as
follows: [insert transmittal instructions]

     The undersigned hereby certifies that:

     1. No Default or Event of Default  exists either now or after giving effect
to the borrowing described herein; and

     2. All the  representations and warranties set forth in Article VIII of the
Agreement and in the Loan Documents  (other than those expressly stated to refer
to a particular date) are true and correct as of the date hereof except that the
reference to the financial  statements in Section 8.6(a) of the Agreement  shall
be deemed (solely for the purpose of the  representation  and warranty contained
in such  Section  8.6(a) but not for the purpose of any cross  reference to such
Section 8.6(a) or to the financial statements described therein contained in any
other  provision  of Section  8.6 or  elsewhere  in Article 8) to refer to those
financial  statements most recently  delivered to you pursuant to Section 9.1 of
the  Agreement (it being  understood  that any  financial  statements  delivered
pursuant  to  Section  9.1(b)  have not been  certified  by  independent  public
accountants).

     3. All  conditions  contained  in the  Agreement  to the making of any Loan
requested hereby have been met or satisfied in full.

                                     D-2-1

<PAGE>



                                  PEPSIAMERICAS, INC.




                                  DAKBEV, LLC


                                  BY:___________________________________________
                                           Authorized Representative

                                  DATE:_________________________________________



                                     D-2-2

<PAGE>


                                    EXHIBIT E

                     Form of Interest Rate Selection Notice

To:      Bank of America, N.A., as Administrative Agent
         101 North Tryon Street, 15th Floor

         NC1-001-15-04
         Charlotte, North Carolina  28255
         Attention:  Agency Services
         Telefacsimile:  (704) 409-0014

     Reference  is hereby made to the Credit  Agreement  dated as of October 15,
1999 (the "Agreement") among PepsiAmericas,  Inc. and DakBev, LLC (collectively,
the  "Borrowers"),  the  Lenders  (as  defined  in the  Agreement),  and Bank of
America, N.A., as agent for the Lenders  ("Administrative  Agent").  Capitalized
terms used but not defined  herein shall have the respective  meanings  therefor
set forth in the Agreement.

     The Borrowers through their Authorized Representative hereby give notice to
the  Administrative  Agent  of the  following  selection  of a type of Loan  [or
Segment] and Interest Period:

<TABLE>
<CAPTION>
    Type of Loan (check one)            Interest Period(1)          Aggregate Amount(2)           Date of Loan(3)
----------------------------------     ----------------------    --------------------------    --------------------

Revolving Loan

<S>                                    <C>                       <C>                            <C>
[] Base Rate Loan                      ----------------------    --------------------------     --------------------
[] Eurodollar Rate Loan                ----------------------    --------------------------     --------------------

Term Loan A Segment

[] Base Rate Segment                   ----------------------    --------------------------     --------------------
[] Eurodollar Rate Segment             ----------------------    --------------------------     --------------------

Term Loan B Segment

[] Base Rate Segment                   ----------------------    --------------------------     --------------------
[] Eurodollar Rate Segment             ----------------------    --------------------------     --------------------
</TABLE>

                                      E-1
<PAGE>

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

(1)  For any Eurodollar Rate Loan or Segment, one, two, three or six months.
(2)  Must be $1,000,000 or if greater an integral multiple of $1,000,000, unless
     a Base Rate Refunding Loan.
(3)  At least  three  (3)  Business  Days  later if a  Eurodollar  Rate  Loan or
     Eurodollar Rate Segment.

                                            PEPSIAMERICAS, INC.
                                            DAKBEV, LLC


                                            BY:_________________________________
                                                   Authorized Representative

                                            DATE:_______________________________


                                      E-2
<PAGE>


                                   EXHIBIT F-1

                             Form of Revolving Note

                                 Promissory Note
                                (Revolving Loan)

$--------------                                       ---------, --------------

                                                              -------- --, ----


     FOR VALUE RECEIVED, PEPSIAMERICAS,  INC., a Delaware corporation having its
principal  place of  business  located in Toa Baja,  Puerto and  DAKBEV,  LLC, a
Delaware  limited  liability  company  having its  principal  place of  business
located  in  Minneapolis,  Minnesota  (collectively,  the  "Borrowers"),  hereby
jointly and severally promise to pay to the order of

     _______________________________________________   (the  "Lender"),  in  its
individual  capacity,  at the office of BANK OF AMERICA,  N.A., as agent for the
Lenders  (the  "Administrative  Agent"),  located  at 101  North  Tryon  Street,
NC1-001-15-04, Charlotte, North Carolina 28255 (or at such other place or places
as the Administrative  Agent may designate in writing) at the times set forth in
the Credit Agreement dated as of October 15, 1999, as amended from time to time,
among the Borrowers, the financial institutions party thereto (collectively, the
"Lenders") and the  Administrative  Agent (the  "Agreement"  -- all  capitalized
terms not otherwise defined herein shall have the respective  meanings set forth
in the  Agreement),  in  lawful  money  of the  United  States  of  America,  in
immediately available funds, the principal amount of

     ________________________________  DOLLARS  ($__________)  or,  if less than
such principal  amount,  the aggregate  unpaid principal amount of all Revolving
Loans made by the  Lender to the  Borrowers  pursuant  to the  Agreement  on the
Revolving  Credit  Termination  Date or  such  earlier  date as may be  required
pursuant to the terms of the Agreement, and to pay interest from the date hereof
on the unpaid  principal  amount hereof,  in like money, at said office,  on the
dates and at the rates provided in Articles II and IV of the  Agreement.  All or
any  portion of the  principal  amount of Loans may be prepaid or required to be
prepaid as provided in the Agreement.

     If payment of all sums due hereunder is accelerated  under the terms of the
Agreement or under the terms of the other Loan Documents  executed in connection
with the Agreement,  the then remaining  principal amount and accrued but unpaid
interest thereon  evidenced by this Revolving Note shall become  immediately due
and payable, without presentation, demand, protest or notice of any kind, all of
which are hereby waived by the Borrowers.

     In the event  this  Revolving  Note is not paid  when due at any  stated or
accelerated  maturity,  the Borrowers agree to pay, in addition to the principal
and interest, all costs of collection, including reasonable attorneys' fees, and
interest due hereunder thereon at the rates set forth above.

     Interest hereunder shall be computed as provided in the Agreement.

                                     F-1-1
<PAGE>

     This  Revolving  Note  is one of the  Revolving  Notes  referred  to in the
Agreement and is issued pursuant to and entitled to the benefits and security of
the Agreement to which reference is hereby made for a more complete statement of
the terms and conditions upon which the Revolving Loans evidenced hereby were or
are made  and are to be  repaid.  This  Revolving  Note is  subject  to  certain
restrictions on transfer or assignment as provided in the Agreement.

     This Note shall be governed by and construed in accordance with the laws of
the State of North Carolina.

     All Persons  bound on this  obligation,  whether  primarily or  secondarily
liable as principals, sureties, guarantors, endorsers or otherwise, hereby waive
to the  full  extent  permitted  by law all  defenses  based  on  suretyship  or
impairment of collateral  and the benefits of all  provisions of law for stay or
delay of execution or sale of property or other satisfaction of judgment against
any of them on account of  liability  hereon  until  judgment  be  obtained  and
execution  issued  against any other of them and returned  satisfied or until it
can be shown that the maker or any other party hereto had no property  available
for the  satisfaction  of the debt  evidenced by this  instrument,  or until any
other  proceedings  can be had against any of them, also their right, if any, to
require  the  holder  hereof to hold as  security  for this  Revolving  Note any
collateral  deposited  by any of said Persons as  security.  Protest,  notice of
protest, notice of dishonor,  diligence or any other formality are hereby waived
by all parties bound hereon.

                            [Signature page follows.]

                                     F-1-2
<PAGE>



     IN WITNESS  WHEREOF,  the Borrowers  have caused this  Revolving Note to be
made,  executed and delivered by their duly authorized  representative as of the
date and year first above written, all pursuant to authority duly granted.



                                     PEPSIAMERICAS, INC.

WITNESS:

______________________________       By:_______________________________
                                     Name:_____________________________
                                     Title:____________________________



                                     DAKBEV, LLC

WITNESS:

______________________________       By:_______________________________
                                     Name:_____________________________
                                     Title:____________________________


                                     F-1-3
<PAGE>

                                   EXHIBIT F-2

                              Form of Term A Note

                                 Promissory Note
                                  (Term Loan A)

$----------------                                             --------, --------

                                                               -------- --, ----


     FOR VALUE RECEIVED, PEPSIAMERICAS,  INC., a Delaware corporation having its
principal  place of  business  located in Toa Baja,  Puerto and  DAKBEV,  LLC, a
Delaware  limited  liability  company  having its  principal  place of  business
located  in  Minneapolis,  Minnesota  (collectively,  the  "Borrowers"),  hereby
jointly and severally promise to pay to the order of

     ___________________________________   (the  "Lender"),  in  its  individual
capacity, at the office of BANK OF AMERICA,  N.A., as agent for the Lenders (the
"Administrative  Agent"),  located  at 101 North  Tryon  Street,  NC1-001-15-04,
Charlotte,  North  Carolina  28255  (or at such  other  place or  places  as the
Administrative  Agent may  designate  in  writing) at the times set forth in the
Credit  Agreement  dated as of October 15,  1999,  as amended from time to time,
among the Borrowers, the financial institutions party thereto (collectively, the
"Lenders") and the  Administrative  Agent (the  "Agreement"  -- all  capitalized
terms not otherwise defined herein shall have the respective  meanings set forth
in the  Agreement),  in  lawful  money  of the  United  States  of  America,  in
immediately available funds, the principal amount of

     _____________________  DOLLARS ($__________) on the Term Loan A Termination
Date or such  earlier  date as may be  required  pursuant  to the  terms  of the
Agreement,  and to pay  interest  from the date  hereof on the unpaid  principal
amount  hereof,  in like money,  at said  office,  on the dates and at the rates
provided  in  Articles  II and IV of the  Agreement.  All or any  portion of the
principal  amount of Loans may be prepaid or  required to be prepaid as provided
in the Agreement.

     If payment of all sums due hereunder is accelerated  under the terms of the
Agreement or under the terms of the other Loan Documents  executed in connection
with the Agreement,  the then remaining  principal amount hereof and accrued but
unpaid interest thereon evidenced by this Term Note shall become immediately due
and payable, without presentation, demand, protest or notice of any kind, all of
which are hereby waived by the Borrowers.

     In the  event  this  Term A Note is not  paid  when  due at any  stated  or
accelerated  maturity,  the Borrowers agree to pay, in addition to the principal
and  interest  due  hereunder,  all costs of  collection,  including  reasonable
attorneys' fees, and interest thereon at the rates set forth above.

     Interest hereunder shall be computed as provided in the Agreement.

     This Term A Note one of the Term A Notes  referred to in the  Agreement and
is issued pursuant to and entitled to the benefits and security of the Agreement
to which reference is hereby made for a more complete statement of the terms and
conditions  upon  which the Term Loan A  evidenced  hereby was made and is to be
repaid.  This Term A Note is subject  to certain  restrictions  on  transfer  or
assignment as provided in the Agreement.

                                     F-2-1
<PAGE>

     This Note shall be governed by and construed in accordance with the laws of
the State of North Carolina.

     All Persons  bound on this  obligation,  whether  primarily or  secondarily
liable as principals, sureties, guarantors, endorsers or otherwise, hereby waive
to the  full  extent  permitted  by law all  defenses  based  on  suretyship  or
impairment of collateral  and the benefits of all  provisions of law for stay or
delay of execution or sale of property or other satisfaction of judgment against
any of them on account of  liability  hereon  until  judgment  be  obtained  and
execution  issued  against any other of them and returned  satisfied or until it
can be shown that the maker or any other party hereto had no property  available
for the  satisfaction  of the debt  evidenced by this  instrument,  or until any
other  proceedings  can be had against any of them, also their right, if any, to
require  the  holder  hereof  to hold  as  security  for  this  Term A Note  any
collateral  deposited  by any of said Persons as  security.  Protest,  notice of
protest, notice of dishonor,  diligence or any other formality are hereby waived
by all parties bound hereon.

                            [Signature page follows.]

                                     F-2-2
<PAGE>

     IN WITNESS WHEREOF,  the Borrowers have caused this Term A Note to be made,
executed and delivered by their duly  authorized  representative  as of the date
and year first above written, all pursuant to authority duly granted.

                                         PEPSIAMERICAS, INC.
WITNESS:

________________________________         By:____________________________________
                                         Name:__________________________________
________________________________         Title:_________________________________



                                         DAKBEV, LLC

WITNESS:

________________________________         By:____________________________________
                                         Name:__________________________________
________________________________         Title:_________________________________


                                     F-2-3

<PAGE>

                                   EXHIBIT F-3

                              Form of Term B Note

                                 Promissory Note
                                  (Term Loan B)

$----------------                                             --------, --------

                                                               -------- --, ----


     FOR VALUE RECEIVED, PEPSIAMERICAS,  INC., a Delaware corporation having its
principal  place of  business  located in Toa Baja,  Puerto and  DAKBEV,  LLC, a
Delaware  limited  liability  company  having its  principal  place of  business
located  in  Minneapolis,  Minnesota  (collectively,  the  "Borrowers"),  hereby
jointly and severally promise to pay to the order of

     ___________________________________   (the  "Lender"),  in  its  individual
capacity, at the office of BANK OF AMERICA,  N.A., as agent for the Lenders (the
"Administrative  Agent"),  located  at 101 North  Tryon  Street,  NC1-001-15-04,
Charlotte,  North  Carolina  28255  (or at such  other  place or  places  as the
Administrative  Agent may  designate  in  writing) at the times set forth in the
Credit  Agreement  dated as of October 15,  1999,  as amended from time to time,
among the Borrowers, the financial institutions party thereto (collectively, the
"Lenders") and the  Administrative  Agent (the  "Agreement"  -- all  capitalized
terms not otherwise defined herein shall have the respective  meanings set forth
in the  Agreement),  in  lawful  money  of the  United  States  of  America,  in
immediately available funds, the principal amount of

     _____________________  DOLLARS ($__________) on the Term Loan B Termination
Date or such  earlier  date as may be  required  pursuant  to the  terms  of the
Agreement,  and to pay  interest  from the date  hereof on the unpaid  principal
amount  hereof,  in like money,  at said  office,  on the dates and at the rates
provided  in  Articles  II and IV of the  Agreement.  All or any  portion of the
principal  amount of Loans may be prepaid or  required to be prepaid as provided
in the Agreement.

     If payment of all sums due hereunder is accelerated  under the terms of the
Agreement or under the terms of the other Loan Documents  executed in connection
with the Agreement,  the then remaining  principal amount hereof and accrued but
unpaid interest thereon evidenced by this Term Note shall become immediately due
and payable, without presentation, demand, protest or notice of any kind, all of
which are hereby waived by the Borrowers.

     In the  event  this  Term B Note is not  paid  when  due at any  stated  or
accelerated  maturity,  the Borrowers agree to pay, in addition to the principal
and  interest  due  hereunder,  all costs of  collection,  including  reasonable
attorneys' fees, and interest thereon at the rates set forth above.

     Interest hereunder shall be computed as provided in the Agreement.

     This Term B Note one of the Term B Notes  referred to in the  Agreement and
is issued pursuant to and entitled to the benefits and security of the Agreement
to which reference is hereby made for a more complete statement of the terms and
conditions  upon  which the Term Loan B  evidenced  hereby was made and is to be
repaid.  This Term B Note is subject  to certain  restrictions  on  transfer  or
assignment as provided in the Agreement.

                                     F-3-1
<PAGE>

     This Note shall be governed by and construed in accordance with the laws of
the State of North Carolina.

     All Persons  bound on this  obligation,  whether  primarily or  secondarily
liable as principals, sureties, guarantors, endorsers or otherwise, hereby waive
to the  full  extent  permitted  by law all  defenses  based  on  suretyship  or
impairment of collateral  and the benefits of all  provisions of law for stay or
delay of execution or sale of property or other satisfaction of judgment against
any of them on account of  liability  hereon  until  judgment  be  obtained  and
execution  issued  against any other of them and returned  satisfied or until it
can be shown that the maker or any other party hereto had no property  available
for the  satisfaction  of the debt  evidenced by this  instrument,  or until any
other  proceedings  can be had against any of them, also their right, if any, to
require  the  holder  hereof  to hold  as  security  for  this  Term B Note  any
collateral  deposited  by any of said Persons as  security.  Protest,  notice of
protest, notice of dishonor,  diligence or any other formality are hereby waived
by all parties bound hereon.

                            [Signature page follows.]



                                     F-3-2
<PAGE>

     IN WITNESS WHEREOF,  the Borrowers have caused this Term B Note to be made,
executed and delivered by their duly  authorized  representative  as of the date
and year first above written, all pursuant to authority duly granted.


<PAGE>



                                        PEPSIAMERICAS, INC.

WITNESS:

________________________________        By:_____________________________________
                                        Name:___________________________________
________________________________        Title:__________________________________


                                        DAKBEV, LLC

________________________________        By:_____________________________________
                                        Name:___________________________________
________________________________        Title:__________________________________



                                     F-3-3
<PAGE>


                                   EXHIBIT F-4

                            Form of Swing Line Note

                                 Promissory Note
                                (Swing Line Loan)

$5,000,000.00                                                 ________, ________

                                                                October 15, 1999


     FOR VALUE RECEIVED, PEPSIAMERICAS,  INC., a Delaware corporation having its
principal place of business located in Toa Baja, Puerto Rico and DAKBEV,  LLC, a
Delaware  limited  liability  company having its principal  place of business in
Minneapolis,  Minnesota  (collectively,  the  "Borrowers"),  hereby  jointly and
severally promise to pay to the order of

     BANK OF AMERICA,  N.A. ("Bank of America"),  in its individual capacity, at
Bank of  America's  offices  located at 101 North Tryon  Street,  NC1-001-15-04,
Charlotte,  North  Carolina  28255 (or at such other  place or places as Bank of
America may designate) at the times set forth in the Credit  Agreement  dated as
of October 15, 1999,  as amended  from time to time,  among the  Borrowers,  the
financial institutions party thereto  (collectively,  the "Lenders") and Bank of
America,  N.A.,  as agent  for the  Lenders  (the  "Administrative  Agent")  (as
amended,  supplemented or otherwise  modified from time to time, the "Agreement"
-- all capitalized  terms not otherwise defined herein shall have the respective
meanings set forth in the  Agreement),  in lawful money of the United  States of
America, in immediately available funds, the principal amount of

     FIVE  MILLION  AND  NO/100  DOLLARS  ($5,000,000.00)  or if less  than such
principal amount,  the aggregate unpaid principal amount of all Swing Line Loans
made by Bank of  America  to the  Borrowers  pursuant  to the  Agreement  on the
Revolving  Credit  Termination  Date or  such  earlier  date as may be  required
pursuant to the terms of the Agreement, and to pay interest from the date hereof
on the unpaid  principal  amount hereof,  in like money, at said office,  on the
dates and at the rates provided in Articles II and IV of the  Agreement.  All or
any  portion  of the  principal  amount of Swing  Line  Loans may be  prepaid as
provided in the Agreement.

     If payment of all sums due hereunder is accelerated  under the terms of the
Agreement or under the terms of the other Loan Documents  executed in connection
with the Agreement,  the then remaining  principal amount and accrued but unpaid
interest  shall bear  interest  which  shall be payable on demand at the Default
Rate until such principal and interest have been paid in full.  Further,  in the
event  of such  acceleration,  this  Note,  and all  other  indebtedness  of the
Borrowers  to the Lender  shall  become  immediately  due and  payable,  without
presentation,  demand,  protest  or notice of any kind,  all of which are hereby
waived by the Borrower.

     In the event  this Note is not paid when due at any  stated or  accelerated
maturity, the Borrowers agree to pay, in addition to the principal and interest,
all costs of  collection,  including  reasonable  attorneys'  fees, and interest
thereon at the rates set forth above.

     Interest hereunder shall be computed on the basis of a 360 day year for the
actual number of days in the interest period.

                                     F-4-1
<PAGE>

     This Note is the Swing Line Note referred to in the Agreement and is issued
pursuant to and entitled to the benefits and security of the  Agreement to which
reference  is  hereby  made  for a more  complete  statement  of the  terms  and
conditions upon which the Swing Line Loans evidenced hereby were or are made and
are to be repaid.  This Note is subject to certain  restrictions  on transfer or
assignment as provided in the Agreement.

     This Note shall be governed by and construed in accordance with the laws of
the State of North Carolina.

     All Persons  bound on this  obligation,  whether  primarily or  secondarily
liable as principals, sureties, guarantors, endorsers or otherwise, hereby waive
to the  full  extent  permitted  by law all  defenses  based  on  suretyship  or
impairment of collateral  and the benefits of all  provisions of law for stay or
delay of execution or sale of property or other satisfaction of judgment against
any of them on account of  liability  hereon  until  judgment  be  obtained  and
execution  issued  against any other of them and returned  satisfied or until it
can be shown that the maker or any other party hereto had no property  available
for the  satisfaction  of the debt  evidenced by this  instrument,  or until any
other  proceedings  can be had against any of them, also their right, if any, to
require  the  holder  hereof to hold as  security  for this Note any  collateral
deposited by any of said Persons as security. Protest, notice of protest, notice
of dishonor,  diligence or any other  formality are hereby waived by all parties
bound hereon.

                            [Signature page follows.]

                                     F-4-2
<PAGE>

     IN  WITNESS  WHEREOF,  the  Borrowers  have  caused  this  Note to be made,
executed and delivered by their duly  authorized  representative  as of the date
and year first above written, all pursuant to authority duly granted.


<PAGE>

                                        PEPSIAMERICAS, INC.

WITNESS:

________________________________        By:_____________________________________
                                        Name:___________________________________
________________________________        Title:__________________________________


                                        DAKBEV, LLC

________________________________        By:_____________________________________
                                        Name:___________________________________
________________________________        Title:__________________________________



                                     F-4-3
<PAGE>


                 EXHIBIT GForm of Opinion of Borrowers' Counsel

                                  See attached.

                                      G-1
<PAGE>



                                    EXHIBIT H

                             Compliance Certificate

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

101 North Tryon Street, 15th Floor

NC1-001-15-04
Charlotte, North Carolina  28255
Attention: Agency Services
Telefacsimile:  (704) 409-0014

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

600 Peachtree Street, N.E., 9th Floor
Atlanta, Georgia 30308-2213
Attention: ____________________
Telefacsimile:    (404) 607-6467


     Reference  is hereby made to the Credit  Agreement  dated as of October 15,
1999 (the "Agreement")  among  PepsiAmericas,  Inc., a Delaware  corporation and
DakBev,   LLC,  a  Delaware  limited   liability  company   (collectively,   the
"Borrowers"),  the Lenders (as  defined in the  Agreement)  and Bank of America,
N.A., as agent for the Lenders ("Administrative Agent").  Capitalized terms used
but not otherwise defined herein shall have the respective meanings therefor set
forth in the Agreement. The undersigned, a duly authorized and acting Authorized
Representative,  hereby  certifies to you as of __________  (the  "Determination
Date") as follows:

1.   Calculations:

     A.   Compliance with Section 10.1(a): Consolidated Net Worth

<TABLE>
<S>       <C>                                                                   <C>

          1.       Required Consolidated Net Worth at the last day of the
                   immediately preceding fiscal quarter (or, required to be
                   maintained as of the Closing Date in the case of the
                   Closing Date Quarter)                                        $______________

          2.       Consolidated Net Income during fiscal quarter

                   ending on the Determination Date X 0.75                      $______________

          3.       100% of the aggregate amount of all increases in
                   the stated capital and additional paid-in capital
                   accounts of the Parent resulting from the issuance
                   of equity securities or other capital investments
                   during the fiscal quarter ending on the
                   Determination Date                                           $______________


          4.       Sum of A.1 + A.2 + A.3                                       $______________

                                      H-1
<PAGE>

          5.       Actual Consolidated Net Worth as at the
                   Determination Date                                           $______________

                  Required: A.5 must not be less than A.4

     B.   Compliance with Section 10.1(b): Consolidated Leverage Ratio

                  1.       Consolidated Indebtedness as at the
                           Determination Date                                   $______________

                  2.       Consolidated EBITDA for the Four-Quarter

                           Period ending on the Determination Date*             $______________

                  3.       Ratio of B.1 to B.2                                  _______ to 1.00

          Required:  B.3 must not be greater  than 5.50 to 1.00 from the Closing
          Date through the Four-Quarter Period ending December 31, 1999 and 5.00
          to 1.00 thereafter

     C.   Compliance with Section 10.1(c): Consolidated Fixed Charge Ratio

                  1.       Consolidated EBITDA for the Four-Quarter

                           Period ending on the Determination Date*             $______________

                  2.       The cash portion of Consolidated Interest
                           Expense for the Four-Quarter Period ending

                           on the Determination Date                            $______________
                  3.       Scheduled principal payments of Consolidated
                           Indebtedness for the Four-Quarter Period ending
                           on the Determination Date                            $______________

                  4.       C.2 + C.3                                            $______________

                  5.       Ratio of C.1 to C.4                                  _______ to 1.00

                  Required: C.5 must not be less than 1.50 to 1.00
</TABLE>
         * See Attached Schedule 1.

2.       No Default

                  A.   Since   __________   (the   date  of  the  last   similar
         certification),  (a) the  Borrowers  have not defaulted in the keeping,
         observance,  performance or fulfillment of its obligations  pursuant to
         any of the Loan  Documents;  and (b) no  Default  or  Event of  Default
         specified  in  Article  XI  of  the   Agreement  has  occurred  and  is
         continuing.

                                      H-2
<PAGE>

                  B. If a  Default  or  Event  of  Default  has  occurred  since
         __________ (the date of the last similar certification),  the Borrowers
         propose to take the  following  action with  respect to such Default or
         Event of Default:

     (Note,  if no  Default  or Event  of  Default  has  occurred,  insert  "Not
Applicable").

     The  Determination  Date  is  the  date  of  the  last  required  financial
statements  submitted  to the  Lenders in  accordance  with  Section  9.1 of the
Agreement.

     IN WITNESS  WHEREOF,  I have  executed this  Certificate  this _____ day of
__________, ____.


                                       By:______________________________________
                                               Authorized Representative

                                      Name:_____________________________________

                                     Title:_____________________________________


                                      H-3
<PAGE>



                      Schedule 1 to Compliance Certificate
                       Calculation of Consolidated EBITDA

                              Parent and Restricted

<TABLE>
<CAPTION>
                                              Subsidiaries Actual          Acquisitions**       Pro Forma Total
<S>                                           <C>                          <C>                  <C>

1.  Consolidated Net Income                   $________________            $___________         $____________
2.  Consolidated Interest Expense             $________________            $___________         $____________
3.  Taxes on Income                           $________________            $___________         $____________
4.  Amortization                              $________________            $___________         $____________
5.  Depreciation                              $________________            $___________         $____________
6.  Up to $10,100,000 of non-recurring
charges incurred in the Four-Quarter Period
ended December 31, 1999, adjusted for
federal income taxes
                                              $----------------            $-----------         $------------
Consolidated EBITDA                           $________________            $___________         $____________
(Sum of 1-6)
</TABLE>


**For the Acquisition of (a) a line of business of a Person,  annualized results
of  operations  (calculated  pursuant  to Section 1.3 of the  Agreement)  of the
business so acquired for the three  quarter  periods  ending next  following the
date of Acquisition, and (b) all of the equity interests of a Person, historical
pro forma results for the three  Four-Quarter  Periods ending next following the
date of such  Acquisition and with the consent of the  Administrative  Agent may
include  non-recurring  charges  which  will be  eliminated  by  reason  of such
Acquisition


                                      H-4
<PAGE>



                                    EXHIBIT I

                           Form of Facility Guaranty

     THIS GUARANTY AGREEMENT (this "Guaranty Agreement"), dated as of __________
____, is made by EACH OF THE UNDERSIGNED  (each a "Guarantor"  and  collectively
the  "Guarantors")  to BANK OF AMERICA,  N.A.,  a national  banking  association
organized and existing  under the laws of the United States,  as  Administrative
Agent (in such  capacity,  the  "Administrative  Agent") for each of the lenders
(the "Lenders" and  collectively  with the  Administrative  Agent,  the "Secured
Parties") now or hereafter party to the Credit Agreement (as defined below). All
capitalized  terms used but not otherwise defined herein shall have the meanings
ascribed to such terms in the Credit Agreement.

                              W I T N E S S E T H:

     WHEREAS, the Secured Parties have agreed to provide to PepsiAmericas,  Inc.
and DakBev, LLC (the "Borrowers") certain credit facilities, including term loan
facilities  and a revolving  credit  facility  with a letter of credit and swing
line sublimit pursuant to the terms of that certain Credit Agreement dated as of
October 15, 1999, among the Borrowers,  the Administrative Agent and the Lenders
(as from time to time amended,  modified,  supplemented or restated, the "Credit
Agreement"); and

     WHEREAS,  each  Guarantor  is,  directly  or  indirectly,  a  wholly  owned
Subsidiary  of the  Borrowers  and will  materially  benefit  from the Loans and
Advances made and to be made, and the Letters of Credit issued and to be issued,
under the Credit Agreement; and

     WHEREAS,  each Guarantor is required to enter into this Guaranty  Agreement
pursuant to the terms of the Credit Agreement; and

     WHEREAS, a material part of the consideration  given in connection with and
as an inducement  to the  execution and delivery of the Credit  Agreement by the
Secured  Parties was the  obligation of the Borrowers to cause each Guarantor to
enter into this  Guaranty  Agreement,  and the Secured  Parties are unwilling to
extend and  maintain the credit  facilities  provided  under the Loan  Documents
unless the Guarantors enter into this Guaranty Agreement;

     NOW,  THEREFORE,  in  consideration  of the premises  and mutual  covenants
contained herein, the parties hereto agree as follows:

     1. Guaranty. Each Guarantor hereby jointly and severally,  unconditionally,
absolutely,  continually and irrevocably  guarantees to the Administrative Agent
for the benefit of the Secured  Parties the payment and  performance  in full of
the Borrowers' Liabilities (as defined below). For all purposes of this Guaranty
Agreement,  "Borrowers' Liabilities" means: (a) the Borrowers' prompt payment in
full,  when due (whether at maturity,  by  acceleration  or  otherwise),  of all
Obligations and all other amounts pursuant to the terms of the Credit Agreement,
the Notes, and all other Loan Documents heretofore,  now or at any time or times
hereafter owing,  arising,  due or payable from the Borrowers to any one or more
of the  Secured  Parties,  including  principal,  interest,  premiums  and  fees
(including, but not limited to, loan fees and attorneys' fees and expenses); (b)
the Borrowers' prompt, full and faithful  performance,  observance and discharge
of  each  and  every  agreement,  undertaking,  covenant  and  provision  to  be
performed,  observed or discharged by the Borrowers  under the Credit  Agreement
and all other Loan  Documents;  and (c) the  Borrowers'  prompt payment in full,
when due or declared due and at all such times, of Rate Hedging  Obligations now
or hereafter arising under Swap Agreements.  The Guarantors'  obligations to the
Secured  Parties under this  Guaranty  Agreement  are  hereinafter  collectively
referred to as the "Guarantors' Obligations" and, with respect to each Guarantor
individually, the "Guarantor's Obligations".  Notwithstanding the foregoing, the
liability  of  each  Guarantor  individually  with  respect  to its  Guarantor's
Obligations  shall be limited to an aggregate amount equal to the largest amount
that would not render  its  obligations  hereunder  subject to  avoidance  under
Section 548 of the United States Bankruptcy Code or any comparable provisions of
any applicable state law.

                                      I-1
<PAGE>

     Each  Guarantor  agrees  that it is jointly  and  severally,  directly  and
primarily  liable  (subject  to  the  limitation  in the  immediately  preceding
sentence) for the Borrowers' Liabilities.

     The  Guarantors'  Obligations are secured by various  Security  Instruments
referred to in the Credit  Agreement,  including  without  limitation a Security
Agreement, Securities Pledge Agreement and Note Pledge Agreement.

     2. Payment.  Upon the occurrence and during the continuance of any Event of
Default under the Credit Agreement, then any or all of the Guarantors will, upon
demand  thereof by the  Administrative  Agent,  fully pay to the  Administrative
Agent,  for the benefit of the Secured  Parties,  subject to any  restriction on
each Guarantor's  Obligations set forth in Section 1 hereof,  an amount equal to
all the Borrowers' Liabilities then due and owing.

     3. Absolute Rights and  Obligations.  This is a guaranty of payment and not
of collection.  The Guarantors'  Obligations under this Guaranty Agreement shall
be joint and  several,  absolute  and  unconditional  irrespective  of, and each
Guarantor hereby expressly  waives,  to the extent permitted by law, any defense
to its obligations under this Guaranty Agreement and all Security Instruments to
which it is a party by reason of:

          (a) any lack of  legality,  validity or  enforceability  of the Credit
     Agreement, of any of the Notes, of any other Loan Document, or of any other
     agreement or  instrument  creating,  providing  security  for, or otherwise
     relating  to any  of the  Guarantors'  Obligations,  any of the  Borrowers'
     Liabilities,  or any other  guaranty of any of the  Borrowers'  Liabilities
     (the Loan  Documents and all such other  agreements and  instruments  being
     collectively referred to as the "Related Agreements");

          (b) any action taken under any of the Related Agreements, any exercise
     of any right or power therein conferred, any failure or omission to enforce
     any right  conferred  thereby,  or any waiver of any  covenant or condition
     therein provided;

          (c)  any  acceleration  of the  maturity  of  any  of  the  Borrowers'
     Liabilities,  of the Guarantor's  Obligations of any other Guarantor, or of
     any other obligations or liabilities of any Person under any of the Related
     Agreements;

          (d)  any  release,  exchange,  non-perfection,  lapse  in  perfection,
     disposal,  deterioration in value, or impairment of any security for any of
     the Borrowers'  Liabilities,  for any of the Guarantor's Obligations of any
     Guarantor,  or for any other obligations or liabilities of any Person under
     any of the Related Agreements;

                                      I-2
<PAGE>

          (e) any  dissolution  of either or both  Borrowers or any Guarantor or
     any other party to a Related Agreement, or the combination or consolidation
     of either or both of the Borrowers or any Guarantor or any other party to a
     Related   Agreement  into  or  with  another  entity  or  any  transfer  or
     disposition  of any assets of either or both  Borrowers or any Guarantor or
     any other party to a Related Agreement;

          (f) any extension (including without limitation extensions of time for
     payment),  renewal,  amendment,  restructuring  or restatement  of, and any
     acceptance of late or partial payments under, the Credit Agreement,  any of
     the Notes or any other Loan  Document or any other  Related  Agreement,  in
     whole or in part;

          (g) the existence, addition, modification,  termination,  reduction or
     impairment  of  value,  or  release  of any  other  guaranty  (or  security
     therefor) of the Borrowers'  Liabilities  (including without limitation the
     Guarantor's  Obligations  of any other  Guarantor and  obligations  arising
     under any other Facility Guaranty now or hereafter in effect);

          (h) any waiver of,  forbearance or indulgence  under, or other consent
     to any change in or departure  from any term or provision  contained in the
     Credit Agreement,  any other Loan Document or any other Related  Agreement,
     including  without  limitation  any  term  pertaining  to  the  payment  or
     performance of any of the Borrowers'  Liabilities,  any of the  Guarantor's
     Obligations  of  any  other  Guarantor,   or  any  of  the  obligations  or
     liabilities of any party to any other Related Agreement;

          (i) any other  circumstance  whatsoever  (with or without notice to or
     knowledge  of any  Guarantor)  which  may or might in any  manner or to any
     extent vary the risks of such Guarantor,  or might  otherwise  constitute a
     legal or equitable  defense  available  to, or discharge  of, a surety or a
     guarantor,  including without limitation any right to require or claim that
     resort  be  had to  the  Borrowers  or any  other  Credit  Party  or to any
     collateral  in  respect  of  the  Borrowers'   Liabilities  or  Guarantors'
     Obligations  ,  whether  arising  under  North  Carolina  General  Statutes
     Sections 26-7 and 26-9 or otherwise.

It is the express  purpose and intent of the parties  hereto that this  Guaranty
Agreement  and the  Guarantors'  Obligations  hereunder  shall be  absolute  and
unconditional under any and all circumstances and shall not be discharged except
by payment as herein provided.

     4. Currency and Funds of Payment. All Guarantors'  Obligations will be paid
in lawful currency of the United States of America and in immediately  available
funds,  regardless  of any law,  regulation or decree now or hereafter in effect
that might in any manner affect the Borrowers' Liabilities, or the rights of any
Secured Party with respect thereto as against the Borrowers,  or cause or permit
to be invoked  any  alteration  in the time,  amount or manner of payment by the
Borrowers of any or all of the Borrowers' Liabilities.

     5. Events of Default.  Without limiting the provisions of Section 2 hereof,
in the event that there shall occur and be continuing an Event of Default,  then
notwithstanding  any  collateral  or other  security  or credit  support for the
Borrowers'  Liabilities,  at the  Administrative  Agent's  election  and without
notice thereof or demand therefor, the Guarantors' Obligations shall immediately
be and become due and payable.

                                      I-3
<PAGE>

     6. Subordination. Until this Guaranty Agreement is terminated in accordance
with Section 23 hereof, each Guarantor hereby  unconditionally  subordinates all
present and future debts,  liabilities or obligations  now or hereafter owing to
such  Guarantor (i) of the  Borrowers,  to the payment in full of the Borrowers'
Liabilities,  (ii) of every other Guarantor (an "obligated  guarantor"),  to the
payment in full of the Guarantors' Obligations of such obligated guarantor,  and
(iii) of each other Person now or hereafter  constituting a Credit Party, to the
payment in full of the  obligations  of such  Credit  Party owing to any Secured
Party  and  arising  under  the Loan  Documents.  All  amounts  due  under  such
subordinated debts,  liabilities,  or obligations shall, upon the occurrence and
during the continuance of an Event of Default, be collected and, upon request by
the Administrative  Agent, paid over forthwith to the  Administrative  Agent for
the benefit of the Secured Parties on account of the Borrowers' Liabilities, the
Guarantors' Obligations,  or such other obligations,  as applicable,  and, after
such request and pending such payment, shall be held by such Guarantor as bailee
of the  Administrative  Agent and Secured  Parties  separate  and apart from all
other funds, property and accounts of such Guarantor.

     7. Suits. Each Guarantor from time to time shall pay to the  Administrative
Agent for the benefit of the Secured Parties,  on demand, at the  Administrative
Agent's  place of  business  set forth in the  Credit  Agreement  or such  other
address as the Administrative Agent shall give notice of to such Guarantor,  the
Guarantors'  Obligations  as they become or are  declared  due, and in the event
such payment is not made forthwith, the Administrative Agent may proceed to suit
against any one or more or all of the Guarantors.  At the Administrative Agent's
election,  one or more and successive or concurrent  suits may be brought hereon
by the  Administrative  Agent against any one or more or all of the  Guarantors,
whether  or not  suit  has been  commenced  against  the  Borrowers,  any  other
Guarantor, or any other Person and whether or not the Secured Parties have taken
or  failed  to take any  other  action  to  collect  all or any  portion  of the
Borrowers'  Liabilities or have taken or failed to take any actions  against any
collateral  securing  payment  or  performance  of  all or  any  portion  of the
Borrowers' Liabilities,  and irrespective of any event, occurrence, or condition
described in Section 3 hereof.

     8. Set-Off and Waiver.  Each  Guarantor  waives any right to assert against
any  Secured  Party as a  defense,  counterclaim,  set-off or cross  claim,  any
defense  (legal or equitable) or other claim which such  Guarantor may now or at
any time  hereafter  have against the Borrowers or the Secured  Parties  without
waiving  any  additional  defenses,  set-offs,  counterclaims  or  other  claims
otherwise  available to such Guarantor.  Each Guarantor agrees that each Secured
Party shall have a lien for all the Guarantor's Obligations upon all deposits or
deposit  accounts,  of any kind,  or any  interest  in any  deposits  or deposit
accounts, now or hereafter pledged,  mortgaged,  transferred or assigned to such
Secured  Party or otherwise in the  possession  or control of such Secured Party
for any purpose (other than solely for  safekeeping)  for the account or benefit
of such Guarantor, including any balance of any deposit account or of any credit
of such  Guarantor  with the Secured  Party,  whether now  existing or hereafter
established,  and hereby  authorizes  each Secured Party upon the occurrence and
during  the  continuance  of an Event of  Default  at any time or times  with or
without  prior notice to apply such  balances or any part thereof to such of the
Guarantor's  Obligations to the Secured  Parties then due and in such amounts as
provided for in the Credit  Agreement  or  otherwise as they may elect.  For the
purposes of this Section 8, all  remittances  and property shall be deemed to be
in the  possession  of a Secured Party as soon as the same may be put in transit
to it by mail or carrier or by other bailee.

                                      I-4
<PAGE>

     9. Waiver of Notice; Subrogation.

     (a) Each Guarantor  hereby waives to the extent  permitted by law notice of
the following events or occurrences:  (i) acceptance of this Guaranty Agreement;
(ii) the Lenders'  heretofore,  now or from time to time hereafter  making Loans
and  issuing  Letters  of  Credit  and  otherwise  loaning  monies  or giving or
extending credit to or for the benefit of the Borrowers, whether pursuant to the
Credit Agreement or the Notes or any other Loan Document or Related Agreement or
any  amendments,  modifications,  or supplements  thereto,  or  replacements  or
extensions thereof; (iii) presentment,  demand,  default,  non-payment,  partial
payment  and  protest;  and (iv)  any  other  event,  condition,  or  occurrence
described in Section 3 hereof. Each Guarantor agrees that each Secured Party may
heretofore,  now or at any time hereafter do any or all of the foregoing in such
manner, upon such terms and at such times as each Secured Party, in its sole and
absolute discretion,  deems advisable,  without in any way or respect impairing,
affecting,   reducing  or  releasing  such   Guarantor   from  its   Guarantor's
Obligations, and each Guarantor hereby consents to each and all of the foregoing
events or occurrences.

     (b) Each  Guarantor  hereby  agrees  that  payment or  performance  by such
Guarantor of its Guarantor's  Obligations  under this Guaranty  Agreement may be
enforced  by the  Administrative  Agent on behalf of the  Secured  Parties  upon
demand by the Administrative  Agent to such Guarantor without the Administrative
Agent being required,  such Guarantor  expressly waiving to the extent permitted
by law any  right  it may  have to  require  the  Administrative  Agent,  to (i)
prosecute  collection  or seek to enforce or resort to any remedies  against the
Borrowers  or any other  Guarantor  or any  other  guarantor  of the  Borrowers'
Liabilities,  or (ii) seek to enforce or resort to any remedies  with respect to
any security  interests,  Liens or  encumbrances  granted to the  Administrative
Agent or any Lender or other party to a Related Agreement by the Borrowers,  any
other Guarantor or any other Person on account of the Borrowers'  Liabilities or
any guaranty thereof, IT BEING EXPRESSLY UNDERSTOOD,  ACKNOWLEDGED AND AGREED TO
BY SUCH GUARANTOR  THAT DEMAND UNDER THIS GUARANTY  AGREEMENT MAY BE MADE BY THE
ADMINISTRATIVE  AGENT, AND THE PROVISIONS HEREOF ENFORCED BY THE  ADMINISTRATIVE
AGENT,  EFFECTIVE  AS OF THE  FIRST  DATE ANY  EVENT OF  DEFAULT  OCCURS  AND IS
CONTINUING UNDER THE CREDIT AGREEMENT.

     (c) Each Guarantor  further agrees with respect to this Guaranty  Agreement
that it shall  have no  right of  subrogation,  reimbursement,  contribution  or
indemnity,  nor any right of recourse to security for the Borrowers' Liabilities
unless and until 93 days  immediately  following the Facility  Termination  Date
shall have elapsed without the filing or commencement,  by or against any Credit
Party, of any state or federal action,  suit, petition or proceeding seeking any
reorganization,  liquidation  or other  relief  or  arrangement  in  respect  of
creditors  of,  or  the  appointment  of  a  receiver,  liquidator,  trustee  or
conservator  in respect  to, such  Credit  Party or its  assets.  This waiver is
expressly  intended  to prevent  the  existence  of any claim in respect to such
subrogation,  reimbursement,  contribution or indemnity by any Guarantor against
the estate of any other  Credit  Party  within the meaning of Section 101 of the
Bankruptcy  Code, in the event of a subsequent  case  involving any other Credit
Party.  If an amount shall be paid to any Guarantor on account of such rights at
any time prior to termination of this Guaranty  Agreement in accordance with the
provisions  of  Section 23 hereof,  such  amount  shall be held in trust for the
benefit of the Secured Parties and shall forthwith be paid to the Administrative
Agent, for the benefit of the Secured  Parties,  to be credited and applied upon
the Guarantors'  Obligations,  whether matured or unmatured,  in accordance with
the terms of the Credit Agreement or otherwise as the Secured Parties may elect.
The  agreements  in  this  subsection  shall  survive  repayment  of  all of the
Guarantors'  Obligations,   the  termination  or  expiration  of  this  Guaranty
Agreement in any manner,  including but not limited to termination in accordance
with Section 23 hereof, and occurrence of the Facility Termination Date.

                                      I-5
<PAGE>

     10.  Effectiveness;   Enforceability.  This  Guaranty  Agreement  shall  be
effective  as of the date first above  written and shall  continue in full force
and effect until termination in accordance with Section 23 hereof.  Any claim or
claims  that the  Secured  Parties  may at any time  hereafter  have  against  a
Guarantor  under this Guaranty  Agreement may be asserted by the  Administrative
Agent on behalf of the  Secured  Parties  by  written  notice  directed  to such
Guarantor in accordance with Section 25 hereof.

     11. Representations and Warranties.  Each Guarantor warrants and represents
to the Administrative  Agent, for the benefit of the Secured Parties, that it is
duly authorized to execute,  deliver and perform this Guaranty  Agreement;  that
this  Guaranty  Agreement has been duly executed and delivered on behalf of such
Guarantor by its duly authorized  representatives;  that this Guaranty Agreement
is legal,  valid,  binding and enforceable  against such Guarantor in accordance
with  its  terms  except  as  enforceability   may  be  limited  by  bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting the enforcement
of creditors'  rights generally and by general  equitable  principles;  and that
such Guarantor's execution,  delivery and performance of this Guaranty Agreement
do not  violate or  constitute  a breach of any of its  Operating  Documents  or
Organizational Documents, any agreement or instrument to which such Guarantor is
a party,  or any law,  order,  regulation,  decree or award of any  governmental
authority  or  arbitral  body to which it or its  properties  or  operations  is
subject.

     12. Expenses.  Each Guarantor agrees to be jointly and severally liable for
the payment of all  reasonable  fees and expenses,  including  attorneys'  fees,
incurred  by any  Secured  Party  in  connection  with the  enforcement  of this
Guaranty Agreement, whether or not suit be brought.

     13. Reinstatement. Each Guarantor agrees that this Guaranty Agreement shall
continue  to be  effective  or be  reinstated,  as the case may be,  at any time
payment  received by any Secured Party in respect of any Borrowers'  Liabilities
is rescinded or must be restored for any reason.

     14. Attorney-in-Fact. To the extent permitted by law, each Guarantor hereby
appoints the  Administrative  Agent, for the benefit of the Secured Parties,  as
such  Guarantor's   attorney-in-fact  for  the  purposes  of  carrying  out  the
provisions  of this  Guaranty  Agreement and taking any action and executing any
instrument  which the  Administrative  Agent may deem  necessary or advisable to
accomplish the purposes  hereof,  which  appointment is coupled with an interest
and is irrevocable;  provided,  that the Administrative Agent shall have and may
exercise rights under this power of attorney only upon the occurrence and during
the continuance of an Event of Default.

     15. Reliance.  Each Guarantor represents and warrants to the Administrative
Agent,  for the benefit of the Secured  Parties,  that:  (a) such  Guarantor has
adequate  means  to  obtain  on a  continuing  basis  (i)  from  the  Borrowers,
information  concerning the Borrowers and the Borrowers' financial condition and
affairs and (ii) from other reliable sources, such other information as it deems
material in deciding to provide this Guaranty  Agreement ("Other  Information"),
and has full and complete access to the Borrowers' books and records and to such
Other Information; (b) such Guarantor is not relying on any Secured Party or its
or their employees, directors, agents or other representatives or affiliates, to
provide any such information,  now or in the future; (c) such Guarantor has been
furnished  with and  reviewed the terms of the Credit  Agreement  and such other
Loan Documents as it has requested,  is executing this Guaranty Agreement freely
and deliberately,  and understands the obligations and financial risk undertaken
by providing  this Guaranty  Agreement;  (d) such Guarantor has relied solely on
the  Guarantor's own  independent  investigation,  appraisal and analysis of the
Borrowers,   the  Borrowers'   financial  condition  and  affairs,   the  "Other
Information", and such other matters as it deems material in deciding to provide
this Guaranty  Agreement and is fully aware of the same;  and (e) such Guarantor
has not  depended  or relied  on any  Secured  Party or its or their  employees,
directors,  agents or other  representatives or affiliates,  for any information
whatsoever  concerning the Borrowers or the Borrowers'  financial  condition and
affairs or any other matters  material to such  Guarantor's  decision to provide
this  Guaranty  Agreement,   or  for  any  counseling,   guidance,   or  special
consideration  or any  promise  therefor  with  respect to such  decision.  Each
Guarantor  agrees  that  no  Secured  Party  has  any  duty  or   responsibility
whatsoever,  now or in the future,  to provide to such Guarantor any information
concerning the Borrowers or the Borrowers'  financial  condition and affairs, or
any Other  Information,  other than as expressly  provided herein,  and that, if
such Guarantor  receives any such  information  from any Secured Party or its or
their employees,  directors, agents or other representatives or affiliates, such
Guarantor will  independently  verify the  information  and will not rely on any
Secured  Party  or  its  or  their   employees,   directors,   agents  or  other
representatives or affiliates, with respect to such information.

                                      I-6
<PAGE>

         16. Rules of Interpretation.  The rules of interpretation  contained in
Sections  1.2(c) through 1.2(l) of the Credit  Agreement  shall be applicable to
this  Guaranty  Agreement  and  are  hereby   incorporated  by  reference.   All
representations  and warranties  contained  herein shall survive the delivery of
documents and any extension of credit referred to herein or guaranteed hereby.

     17. Entire  Agreement.  This Guaranty  Agreement,  together with the Credit
Agreement  and other  Loan  Documents,  constitutes  and  expresses  the  entire
understanding  between the parties  hereto  with  respect to the subject  matter
hereof,  and  supersedes  all prior  negotiations,  agreements,  understandings,
inducements,  commitments  or conditions,  express or implied,  oral or written,
except as herein  contained.  The express terms hereof control and supersede any
course of performance or usage of the trade  inconsistent  with any of the terms
hereof.  Except as provided in Section 23,  neither this Guaranty  Agreement nor
any portion or provision hereof may be changed, altered, modified, supplemented,
discharged,  canceled, terminated, or amended orally or in any manner other than
as provided in the Credit Agreement.

     18. Binding Agreement;  Assignment. This Guaranty Agreement, and the terms,
covenants and conditions hereof,  shall be binding upon and inure to the benefit
of the parties hereto,  and to their respective  heirs,  legal  representatives,
successors and assigns; provided,  however, that no Guarantor shall be permitted
to assign any of its rights,  powers,  duties or obligations under this Guaranty
Agreement or any other interest  herein without the prior written consent of the
Administrative  Agent. Without limiting the generality of the foregoing sentence
of this  Section 18, any Lender may assign to one or more  Persons,  or grant to
one or more Persons  participations  in or to, all or any part of its rights and
obligations  under the Credit  Agreement (to the extent  permitted by the Credit
Agreement); and to the extent of any such assignment or participation such other
Person shall, to the fullest extent  permitted by law,  thereupon  become vested
with all the  benefits  in  respect  thereof  granted to such  Lender  herein or
otherwise, subject however, to the provisions of the Credit Agreement, including
Article XII  thereof  (concerning  the  Administrative  Agent) and Section  13.1
thereof concerning assignments and participations.  All references herein to the
Administrative Agent shall include any successor thereof.

                                      I-7
<PAGE>

     19. Swap Agreements. All obligations of the Borrowers under Swap Agreements
to  which  any  Lender  or its  affiliates  are a party  shall be  deemed  to be
Borrowers'  Liabilities,  and each Lender or  affiliate of a Lender party to any
such Swap Agreement shall be deemed to be a Secured Party hereunder with respect
to such Borrowers' Liabilities;  provided,  however, that such obligations shall
cease to be Borrower's  Liabilities at such time as such Person (or affiliate of
such Person) shall cease to be a "Lender" under the Credit Agreement.

     20. Severability. The provisions of this Guaranty Agreement are independent
of and separable from each other.  If any provision  hereof shall for any reason
be held invalid or unenforceable,  such invalidity or unenforceability shall not
affect the validity or enforceability  of any other provision  hereof,  but this
Guaranty  Agreement  shall be  construed  as if such  invalid  or  unenforceable
provision had never been contained herein.

     21. Counterparts.  This Guaranty Agreement may be executed in any number of
counterparts  each of which when so executed  and  delivered  shall be deemed an
original,  and it shall  not be  necessary  in  making  proof  of this  Guaranty
Agreement to produce or account for more than one such  counterpart  executed by
the Guarantor against whom enforcement is sought.

     22.  Indemnification.  Without  limitation  of  Section  13.9 of the Credit
Agreement  or any other  indemnification  provision in any Loan  Document,  each
Guarantor  agrees to indemnify  and hold harmless each Secured Party and each of
their affiliates and their respective officers,  directors,  employees,  agents,
and advisors (each, an "Indemnified Party") from and against any and all claims,
damages,   losses,   liabilities,   costs,  and  expenses  (including,   without
limitation,  reasonable  attorneys' fees) that may be incurred by or asserted or
awarded  against  any  Indemnified  Party,  in each  case  arising  out of or in
connection with or by reason of (including,  without  limitation,  in connection
with any  investigation,  litigation or proceeding or  preparation of defense in
connection therewith) the Loan Documents,  any of the transactions  contemplated
herein  or the  actual or  proposed  use of the  proceeds  of the Loans or other
extension of credit under the Loan  Documents,  except to the extent such claim,
damage, loss,  liability,  cost, or expense is found in a final,  non-appealable
judgment  by a court  of  competent  jurisdiction  to have  resulted  from  such
Indemnified  Party's gross negligence or willful  misconduct.  In the case of an
investigation,  litigation  or other  proceeding  to which the indemnity in this
Section  22  applies,  such  indemnity  shall be  effective  whether or not such
investigation,  litigation  or  proceeding  is brought by such  Guarantor or any
other  Credit  Party,  any  of  their  respective  directors,   shareholders  or
creditors, or an Indemnified Party or any other Person, or any Indemnified Party
is otherwise a party  thereto and whether or not the  transactions  contemplated
hereby are consummated.  Each Guarantor  agrees that no Indemnified  Party shall
have  any  liability  (whether  direct  or  indirect,  in  contract  or  tort or
otherwise) to it, any of its subsidiaries or affiliates, or any security holders
or  creditors  thereof  arising  out of,  related to or in  connection  with the
transactions  contemplated  herein,  except to the extent that such liability is
found in a final non-appealable judgment by a court of competent jurisdiction to
have directly resulted from such Indemnified Party's gross negligence or willful
misconduct.  Each  Guarantor  agrees not to assert any claim against any Secured
Party, any of its affiliates,  or any of their directors,  officers,  employees,
attorneys,  agents,  or  advisers,  on any  theory of  liability,  for  special,
indirect,  consequential,  or  punitive  damages  arising  out  of or  otherwise
relating to the Loan Documents, any of the transactions  contemplated therein or
the actual or proposed  use of the  proceeds of the Loans or other  extension of
credit under the Loan Documents. The agreements in this Section 22 shall survive
repayment  of  all  of  the  Guarantors'  Obligations  and  the  termination  or
expiration of this Guaranty  Agreement in any manner,  including but not limited
to termination upon occurrence of the Facility Termination Date.

                                      I-8
<PAGE>

     23.  Termination.  Subject to reinstatement  pursuant to Section 13 hereof,
this  Guaranty  Agreement  and  all of  the  Guarantors'  Obligations  hereunder
(excluding  those  obligations  and  liabilities  that  expressly  survive  such
termination) shall terminate on the Facility Termination Date.

     24.  Remedies  Cumulative;   Late  Payments.  All  remedies  hereunder  are
cumulative  and are not  exclusive  of any  other  rights  and  remedies  of the
Administrative  Agent or any other  Secured  Party  provided by law or under the
Credit  Agreement,  the other Loan Documents or other  applicable  agreements or
instruments.  The  making of the Loans  and  other  extensions  of credit to the
Borrowers  pursuant to the Credit  Agreement shall be  conclusively  presumed to
have been made or  extended,  respectively,  in reliance  upon each  Guarantor's
guaranty of the Borrowers' Liabilities pursuant to the terms hereof. Any amounts
not paid when due under  this  Guaranty  Agreement  shall bear  interest  at the
Default Rate.

     25. Notices. Any notice required or permitted hereunder shall be given, (a)
with respect to each  Guarantor,  at the address of the  Borrowers  indicated in
Section 13.2 of the Credit Agreement and (b) with respect to the  Administrative
Agent  or any  other  Secured  Party,  at  the  Administrative  Agent's  address
indicated in Section 13.2 of the Credit  Agreement.  All such  addresses  may be
modified,  and all such  notices  shall  be given  and  shall be  effective,  as
provided in Section 13.2 of the Credit Agreement.

     26. Governing Law; Venue; Waiver of Jury Trial.

          (a) THIS  AGREEMENT  SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
     WITH,  THE LAWS OF THE  STATE OF NORTH  CAROLINA  APPLICABLE  TO  CONTRACTS
     EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.

          (b)  EACH  GUARANTOR  HEREBY  EXPRESSLY  AND  IRREVOCABLY  AGREES  AND
     CONSENTS THAT ANY SUIT, ACTION OR PROCEEDING  ARISING OUT OF OR RELATING TO
     THIS AGREEMENT AND THE TRANSACTIONS  CONTEMPLATED  HEREIN MAY BE INSTITUTED
     IN ANY STATE OR FEDERAL COURT SITTING IN THE COUNTY OF  MECKLENBURG,  STATE
     OF NORTH  CAROLINA,  UNITED  STATES OF AMERICA  AND, BY THE  EXECUTION  AND
     DELIVERY OF THIS AGREEMENT,  SUCH GUARANTOR  EXPRESSLY WAIVES ANY OBJECTION
     THAT IT MAY NOW OR  HEREAFTER  HAVE TO THE  LAYING  OF VENUE  IN, OR TO THE
     EXERCISE OF JURISDICTION OVER IT AND ITS PROPERTY BY, ANY SUCH COURT IN ANY
     SUCH SUIT,  ACTION OR  PROCEEDING,  AND EACH GUARANTOR  HEREBY  IRREVOCABLY
     SUBMITS GENERALLY AND UNCONDITIONALLY TO THE JURISDICTION OF ANY SUCH COURT
     IN ANY SUCH SUIT, ACTION OR PROCEEDING.

          (c) EACH  GUARANTOR  AGREES  THAT  SERVICE OF  PROCESS  MAY BE MADE BY
     PERSONAL  SERVICE OF A COPY OF THE  SUMMONS  AND  COMPLAINT  OR OTHER LEGAL
     PROCESS  IN ANY SUCH  SUIT,  ACTION  OR  PROCEEDING,  OR BY  REGISTERED  OR
     CERTIFIED  MAIL  (POSTAGE  PREPAID)  TO THE  ADDRESS OF FOR NOTICES TO SUCH
     GUARANTOR IN EFFECT  PURSUANT TO SECTION 25 HEREOF,  OR BY ANY OTHER METHOD
     OF SERVICE PROVIDED FOR UNDER THE APPLICABLE LAWS IN EFFECT IN THE STATE OF
     NORTH CAROLINA.

                                      I-9
<PAGE>


          (d) NOTHING  CONTAINED IN SUBSECTIONS (b) or (c) HEREOF SHALL PRECLUDE
     THE  ADMINISTRATIVE  AGENT FROM  BRINGING  ANY SUIT,  ACTION OR  PROCEEDING
     ARISING  OUT OF OR  RELATING  TO ANY LOAN  DOCUMENT  IN THE  COURTS  OF ANY
     JURISDICTION  WHERE ANY  GUARANTOR OR ANY OF SUCH  GUARANTOR'S  PROPERTY OR
     ASSETS MAY BE FOUND OR LOCATED.  TO THE EXTENT  PERMITTED BY THE APPLICABLE
     LAWS OF ANY SUCH JURISDICTION, EACH GUARANTOR HEREBY IRREVOCABLY SUBMITS TO
     THE JURISDICTION OF ANY SUCH COURT AND EXPRESSLY  WAIVES, IN RESPECT OF ANY
     SUCH SUIT, ACTION OR PROCEEDING,  OBJECTION TO THE EXERCISE OF JURISDICTION
     OVER IT AND ITS  PROPERTY  BY ANY SUCH OTHER  COURT OR COURTS  WHICH NOW OR
     HEREAFTER MAY BE AVAILABLE UNDER APPLICABLE LAW.

          (e) IN ANY  ACTION OR  PROCEEDING  TO  ENFORCE OR DEFEND ANY RIGHTS OR
     REMEDIES UNDER OR RELATED TO THIS  AGREEMENT OR ANY AMENDMENT,  INSTRUMENT,
     DOCUMENT OR  AGREEMENT  DELIVERED OR THAT MAY IN THE FUTURE BE DELIVERED IN
     CONNECTION THEREWITH, EACH GUARANTOR AND THE ADMINISTRATIVE AGENT ON BEHALF
     OF THE SECURED PARTIES HEREBY AGREE, TO THE EXTENT  PERMITTED BY APPLICABLE
     LAW, THAT ANY SUCH ACTION, SUIT OR PROCEEDING SHALL BE TRIED BEFORE A COURT
     AND NOT BEFORE A JURY AND HEREBY IRREVOCABLY WAIVE, TO THE EXTENT PERMITTED
     BY  APPLICABLE  LAW, ANY RIGHT ANY SUCH PERSON MAY HAVE TO TRIAL BY JURY IN
     ANY SUCH ACTION, SUIT OR PROCEEDING.

          (f) EACH GUARANTOR  HEREBY  EXPRESSLY WAIVES ANY OBJECTION IT MAY HAVE
     THAT ANY COURT TO WHOSE JURISDICTION IT HAS SUBMITTED PURSUANT TO THE TERMS
     HEREOF IS AN INCONVENIENT FORUM.

                            [Signature pages follow]


                                      I-10
<PAGE>



     IN WITNESS  WHEREOF,  the parties  hereto have duly  executed and delivered
this Guaranty Agreement as of the day and year first written above.

                                            GUARANTORS:


                                            ____________________________________
WITNESS:

                                            By:_________________________________
___________________________________         Name:_______________________________
                                            Title:______________________________
___________________________________



                                            Administrative Agent:

                                            BANK OF AMERICA, N.A., as
                                            Administrative Agent for the Lenders


                                            By:_________________________________
                                            Name:_______________________________
                                            Title:   ___________________________




                             Signature Page 1 of 1
<PAGE>



                                    EXHIBIT J

                          [Form of Security Agreement]

     THIS SECURITY  AGREEMENT  (this  "Security  Agreement") is made and entered
into as of __________,  ____ by PEPSIAMERICAS,  INC., a Delaware corporation and
DAKBEV,  LLC, a limited  liability  company organized under the laws of Delaware
(collectively,  the  "Borrowers"  and a "Grantor"),  and EACH OF THE UNDERSIGNED
SUBSIDIARIES  OF  THE  BORROWERS  (each  a  "Guarantor"  and  a  "Grantor",  and
collectively with the Borrowers, the "Grantors"),  and BANK OF AMERICA, N. A., a
national banking association,  as Agent (the "Administrative Agent") for each of
the lenders (the "Lenders" and collectively with the  Administrative  Agent, the
"Secured  Parties") now or hereafter  party to the Credit  Agreement (as defined
below).  All capitalized terms used but not otherwise defined herein or pursuant
to Section 1 hereof shall have the respective  meanings  assigned thereto in the
Credit Agreement (as defined below).

                               W I T N E S E T H:

     WHEREAS,  the Secured  Parties  have  agreed to provide to the  Borrowers a
certain term loan  facility  and a revolving  credit  facility  with a letter of
credit sublimit and swing line facility  pursuant to the Credit  Agreement dated
as of October 15, 1999 by and among the Borrowers,  the Administrative Agent and
the Lenders (as from time to time amended,  revised,  modified,  supplemented or
amended and restated, the "Credit Agreement"); and

     WHEREAS,  as  collateral  security  for  payment  and  performance  of  its
Obligations,  the Borrowers are willing to grant to the Administrative Agent for
the  benefit  of the  Secured  Parties a security  interest  in certain of their
personal  property and assets pursuant to the terms of this Security  Agreement;
and

     WHEREAS, each Guarantor will materially benefit from the Loans and Advances
to be made, and the Letters of Credit to be issued,  under the Credit  Agreement
and each  Guarantor  is a party to a Facility  Guaranty  pursuant  to which each
Guarantor guarantees the Obligations of the Borrowers; and

     WHEREAS,  as  collateral  security  for  payment  and  performance  by each
Guarantor of its Guarantor's Obligations (as defined in the Facility Guaranty to
which such  Guarantor  is a party),  each  Guarantor  is willing to grant to the
Administrative  Agent for the benefit of the Secured Parties a security interest
in certain of their personal  property and assets  pursuant to the terms of this
Security Agreement; and

     WHEREAS, the Secured Parties are unwilling to enter into the Loan Documents
unless the Borrowers and the Guarantors enters into this Security Agreement;

     NOW,  THEREFORE,  in order to induce the Secured  Parties to enter into the
Loan  Documents  and to make Loans and issue  Letters of Credit,  and in further
consideration of the premises and the mutual  covenants  contained  herein,  the
parties hereto agree as follows:

                                      J-1
<PAGE>


     1.  Certain  Definitions.  Terms  used  in  this  Security  Agreement,  not
otherwise  expressly  defined herein or in the Credit  Agreement,  and for which
meanings  are  provided  in the  Uniform  Commercial  Code of the State of North
Carolina  (the "UCC"),  shall have such  meanings.  The parties  agree that with
respect to terms that describe items or types of Collateral,  the parties intend
to and do  hereby  give  effect,  upon  their  respective  effective  dates,  to
revisions to the UCC effective after the date hereof to the extent,  but only to
the extent,  such revisions  either (i) provide meanings of terms not previously
defined as items or types of property  or (ii) expand the items of or  interests
in property that are included within a previously  defined term, with the effect
that each of such terms describing items or types of property shall at all times
be interpreted in its broadest sense.  The term "Qualifying  Control  Agreement"
shall have the meaning set forth on Schedule 1 hereto.

     2. Grant of Security  Interest.  Each Borrower  hereby grants as collateral
security for the payment,  performance and satisfaction of all of the Borrowers'
Obligations,  and each  Guarantor  hereby grants as collateral  security for the
payment,  performance and satisfaction of all of its Guarantor's Obligations (as
defined in its Facility  Guaranty) and the prompt payment and  performance  when
due of its  obligations and liabilities  hereunder  (collectively,  the "Secured
Obligations"),  to the  Administrative  Agent  for the  benefit  of the  Secured
Parties  a  continuing  first  priority   security   interest  in  and  to,  and
collaterally  assigns to the Administrative Agent for the benefit of the Secured
Parties,  certain  of the  personal  property  of such  Grantor or in which such
Grantor has or may have or acquire an interest, whether now owned or existing or
hereafter created,  acquired or arising and wheresoever  located,  including the
following:

     (a) All accounts, and including accounts receivable,  contracts (so long as
it does not violate the terms of such contract),  bills, acceptances,  choses in
action,  and  other  forms of  monetary  obligations  at any time  owing to such
Grantor arising out of property sold,  leased,  licensed,  assigned or otherwise
disposed of or for services rendered or to be rendered by such Grantor,  and all
of such  Grantor's  rights with  respect to any  property  represented  thereby,
whether or not  delivered,  property  returned by customers and all rights as an
unpaid  vendor  or  lienor,  including  rights of  stoppage  in  transit  and of
recovering   possession  by  proceedings   including  replevin  and  reclamation
(collectively referred to hereinafter as "Accounts");

     (b) All inventory, including all goods manufactured or acquired for sale or
lease,  and any  piece  goods,  raw  materials,  work in  process  and  finished
merchandise,  component materials, and all supplies, goods, incidentals,  office
supplies,  packaging  materials  and any and all items used or  consumed  in the
operation  of the  business  of such  Grantor  or which  may  contribute  to the
finished product or to the sale,  promotion and shipment thereof,  in which such
Grantor now or at any time  hereafter  may have an interest,  whether or not the
same is in transit or in the  constructive,  actual or  exclusive  occupancy  or
possession  of such  Grantor  or is held by such  Grantor  or by others for such
Grantor's account (collectively referred to hereinafter as "Inventory");

     (c) the Mortgage Notes and the Delta Subordinated Notes;

     (d) All documents,  including warehouse receipts, bills of lading and other
documents of title (collectively referred to hereinafter as "Documents");

     (e)  All  supporting  obligations  pertaining  to  any  of  the  foregoing,
including all letter of credit rights  (including  rights to proceeds of letters
of credit),  and all guaranties and other  Contingent  Obligations of any Person
(collectively referred to hereinafter as "Supporting Obligations");

                                      J-2
<PAGE>

     (f) All  proceeds  received  by a  Grantor  from  the  sale  of any  rights
contained in any Beverage Agreement;

     (g) All books  and  records  relating  to any of the  foregoing  (including
customer data, credit files, ledgers,  computer programs,  printouts,  and other
computer  materials  and  records  (and all  media on which  such  data,  files,
programs, materials and records are or may be stored)); and

     (h)  All  proceeds,  products  and  replacements  of,  accessions  to,  and
substitutions for, any of the foregoing,  including without limitation  proceeds
of insurance policies insuring any of the foregoing.

     All of the property and interests in property  described in subsections (a)
through (h) are herein collectively referred to as the "Collateral."

     3. Perfection.  At the time of execution of this Security  Agreement,  each
Grantor shall have:

     (a) furnished the  Administrative  Agent with properly  executed  financing
statements in form, number and substance  suitable for filing,  sufficient under
applicable law, and satisfactory to the Administrative  Agent in order that upon
the filing of the same the Administrative  Agent, for the benefit of the Secured
Parties,  shall have a duly  perfected  security  interest in all  Collateral in
which  a  security  interest  can  be  perfected  by  the  filing  of  financing
statements;

     (b) to the extent  expressly  required by the terms hereof or of the Credit
Agreement,  or otherwise as the  Administrative  Agent may reasonably request in
order to carry out the  transactions  contemplated by the terms hereof or of the
Credit  Agreement,  furnished the  Administrative  Agent with properly  executed
Qualifying Control Agreements,  registrars' certificates, issuer acknowledgments
of  the  Administrative   Agent's  interest  in  letter  of  credit  rights,  as
appropriate,  with respect to Collateral in which either (i) a security interest
can be  perfected  only by control,  or (ii) a security  interest  perfected  by
control shall have priority as against a security interest  perfected by Persons
not  having  control,  in each  case in form  and  substance  acceptable  to the
Administrative   Agent  and  sufficient   under   applicable  law  so  that  the
Administrative  Agent,  for the  benefit of the  Secured  Parties,  shall have a
security interest in all such Collateral perfected by control; and

     (c) to the extent  expressly  required by the terms hereof or of the Credit
Agreement,  or otherwise as the Administrative  Agent may request,  delivered to
the  Administrative  Agent or, if the  Administrative  Agent shall  specifically
consent in each instance, an agent or bailee of the Administrative Agent who has
acknowledged  such status in a properly  executed  Qualifying  Control Agreement
possession of all  Collateral  with respect to which either a security  interest
can be  perfected  only  by  possession  or a  security  interest  perfected  by
possession  shall have priority as against  Persons not having  possession,  and
including in the case of Instruments,  Documents, and Investment Property in the
form of certificated  securities,  duly executed endorsements or stock powers in
blank, as the case may be, affixed  thereto in form and substance  acceptable to
the  Administrative  Agent  and  sufficient  under  applicable  law so that  the
Administrative  Agent,  for the  benefit of the  Secured  Parties,  shall have a
security interest in all such Collateral perfected by possession;

                                      J-3
<PAGE>

subject  in each case only to Liens  allowed  to exist and have  priority  under
Section  10.3  of  the  Credit  Agreement  ("Permitted  Liens").  All  financing
statements (including all amendments thereto and continuations thereof), control
agreements,  certificates,  acknowledgments,  stock powers and other  documents,
electronic  identification,  restrictive legends,  and instruments  furnished in
connection with the creation, enforcement, protection, perfection or priority of
the Administrative Agent's security interest in Collateral, including such items
as are  described  above in this Section 3 are  sometimes  referred to herein as
"Perfection  Documents."  The delivery of  possession  of items of or evidencing
Collateral, causing other Persons to execute and deliver Perfection Documents as
appropriate,  the filing or recordation of Perfection Documents,  and the taking
of such other actions as may be necessary or advisable in the  determination  of
the Administrative Agent to create, enforce,  protect,  perfect, or establish or
maintain the priority of, the security interest of the Administrative  Agent for
the benefit of the Secured  Parties in the  Collateral is sometimes  referred to
herein as "Perfection Action."

     4. Maintenance of Security Interest; Further Assurances.

     (a)  Each  Grantor  will  from  time to time  at its own  expense,  deliver
specific assignments of Collateral or such other Perfection Documents,  and take
such other or additional  Perfection  Action, as may be required by the terms of
the Loan  Documents or as the  Administrative  Agent may  reasonably  request in
connection with the  administration or enforcement of this Security Agreement or
related to the Collateral or any part thereof in order to carry out the terms of
this  Security  Agreement,  to perfect,  protect,  maintain  the  priority of or
enforce the Administrative Agent's security interest in the Collateral,  subject
only to Permitted  Liens,  or  otherwise  to better  assure and confirm unto the
Administrative  Agent its  rights,  powers and  remedies  for the benefit of the
Secured Parties hereunder.  Without limiting the foregoing,  each Grantor hereby
irrevocably  authorizes the Administrative Agent to file (with, or to the extent
permitted by  applicable  law,  without the  signature of the Grantor  appearing
thereon) financing  statements or other Perfection  Documents  (including copies
thereof)  showing  such  Grantor  as  "debtor"  at such time or times and in all
filing offices as the Administrative Agent may from time to time determine to be
necessary or  advisable  to perfect or protect the rights of the  Administrative
Agent and the Secured  Parties  hereunder,  or  otherwise  to give effect to the
transactions herein contemplated.

     (b) With respect to any and all  Collateral,  each Grantor agrees to do and
cause to be done all things  necessary to perfect,  maintain the priority of and
keep in full force the security interest granted in favor of the  Administrative
Agent for the benefit of the Secured Parties, including, but not limited to, the
prompt payment upon demand therefor by the Administrative  Agent of all fees and
expenses (including  documentary stamp, excise or intangibles taxes) incurred in
connection with the preparation,  delivery, or filing of any Perfection Document
or the taking of any Perfection Action to perfect, protect or enforce a security
interest in Collateral in favor of the  Administrative  Agent for the benefit of
the Secured  Parties,  subject only to Permitted  Liens. All amounts not so paid
when due shall  constitute  additional  Secured  Obligations and (in addition to
other rights and remedies  resulting from such  nonpayment)  shall bear interest
from the date of demand until paid in full at the Default Rate.

     (c) Each Grantor agrees to maintain among its books and records appropriate
notations or evidence of, and to make or cause to be made appropriate disclosure
upon its financial statements of, the security interest granted hereunder to the
Administrative Agent for the benefit of the Secured Parties.

     5. Receipt of Payment.  In the event an Event of Default shall occur and be
continuing and a Grantor (or any of its affiliates, subsidiaries,  stockholders,
directors,  officers,  employees  or  agents)  shall  receive  any  proceeds  of
Collateral,  including without limitation monies,  checks,  notes, drafts or any
other items of  payment,  each  Grantor  shall hold all such items of payment in
trust for the Administrative  Agent for the benefit of the Secured Parties,  and
as the  property  of the  Administrative  Agent for the  benefit of the  Secured
Parties,  separate  from the funds and other  property of such  Grantor,  and no
later than the first Business Day following the receipt thereof, at the election
of the  Administrative  Agent,  such Grantor  shall cause such  Collateral to be
forwarded  to  the  Administrative   Agent  for  its  custody,   possession  and
disposition on behalf of the Secured Parties in accordance with the terms hereof
and of the other Loan Documents.

                                      J-4
<PAGE>

     6. Preservation and Protection of Collateral.

     (a) The  Administrative  Agent  shall be under  no duty or  liability  with
respect to the collection,  protection or  preservation  of the  Collateral,  or
otherwise,  except to the extent expressly  contemplated  under Section 25. Each
Grantor shall be responsible for the  safekeeping of its  Collateral,  and in no
event shall the Administrative Agent have any responsibility for (i) any loss or
damage  thereto or  destruction  thereof  occurring  or arising in any manner or
fashion from any cause,  (ii) any diminution in the value thereof,  or (iii) any
act or default of any carrier, warehouseman, bailee or forwarding agency thereof
or other Person in any way dealing with or handling such Collateral.

     (b) Each Grantor  shall keep and maintain  its tangible  personal  property
Collateral  in good  operating  condition  and  repair,  ordinary  wear and tear
excepted.  No  Grantor  shall  permit any such items to become a fixture to real
property or accessions to other personal property.

     (c)  Each  Grantor  agrees  (i) to pay  when  due all  taxes,  charges  and
assessments  against the  Collateral in which it has any interest,  unless being
contested in good faith by  appropriate  proceedings  diligently  conducted  and
against which adequate  reserves have been  established in accordance  with GAAP
applied on a Consistent  Basis and evidenced to the reasonable  satisfaction  of
the  Administrative  Agent and provided that all enforcement  proceedings in the
nature of levy or foreclosure  are effectively  stayed,  and (ii) to cause to be
terminated  and  released  all  Liens  (other  than  Permitted   Liens)  on  the
Collateral.  Upon the  failure of any  Grantor to so pay or contest  such taxes,
charges,   or   assessments,   or  cause  such  Liens  to  be  terminated,   the
Administrative  Agent at its option  may pay or  contest  any of them or amounts
relating  thereto (the  Administrative  Agent having the sole right to determine
the  legality or validity  and the amount  necessary  to  discharge  such taxes,
charges,  Liens or  assessments)  but shall not have any  obligation to make any
such  payment or contest.  All sums so disbursed  by the  Administrative  Agent,
including  reasonable  attorneys' fees, court costs,  expenses and other charges
related  thereto,  shall be payable on demand by the  applicable  Grantor to the
Administrative  Agent and shall be additional Secured Obligations secured by the
Collateral,  and any amounts not so paid on demand (in  addition to other rights
and remedies  resulting from such nonpayment)  shall bear interest from the date
of demand until paid in full at the Default Rate.

     7. Status of Grantors and Collateral Generally. Each Grantor represents and
warrants to, and covenants with, the Administrative Agent for the benefit of the
Secured Parties, with respect to itself and the Collateral as to which it has or
acquires any interest, that:

                                      J-5
<PAGE>

     (a) It is (or as to Collateral  acquired after the date hereof will be upon
the  acquisition of the same) and,  except as permitted by the Credit  Agreement
and  subsection  (b) of this  Section 7, will  continue  to be, the owner of the
Collateral,  free and  clear of all  Liens,  other  than the  security  interest
hereunder  in favor of the  Administrative  Agent for the benefit of the Secured
Parties and Permitted Liens, and that it will at its own cost and expense defend
such  Collateral  and any products and proceeds  thereof  against all claims and
demands of all  Persons  (other  than  holders of  Permitted  Liens) at any time
claiming the same or any interest therein adverse to the Secured  Parties.  Upon
the failure of any Grantor to so defend, the  Administrative  Agent may do so at
its option but shall not have any  obligation to do so. All sums so disbursed by
the Administrative  Agent,  including  reasonable  attorneys' fees, court costs,
expenses and other charges  related  thereto,  shall be payable on demand by the
applicable Grantor to the  Administrative  Agent and shall be additional Secured
Obligations secured by the Collateral, and any amounts not so paid on demand (in
addition to other rights and remedies resulting from such nonpayment) shall bear
interest from the date of demand until paid in full at the Default Rate.

     (b) It shall not (i) sell, assign,  transfer,  lease,  license or otherwise
dispose of any of, or grant any option with respect to, the  Collateral,  except
for dispositions permitted under the Credit Agreement,  (ii) create or suffer to
exist any Lien upon or with  respect  to any of the  Collateral  except  for the
security  interests  created by this Security  Agreement and Permitted Liens, or
(iii) take any other action in connection  with any of the Collateral that would
materially  impair the value of the  interest  or rights of such  Grantor in the
Collateral  taken as a whole or that would  materially  impair the  interest  or
rights of the Administrative Agent for the benefit of the Secured Parties.

     (c) It has full power,  legal right and lawful authority to enter into this
Security Agreement and to perform its terms, including the grant of the security
interests in the Collateral herein provided for.

     (d) No authorization,  consent,  approval or other action by, and no notice
to or filing with,  any  Governmental  Authority or any other Person is required
either  (i) for the grant by such  Grantor  of the  security  interests  granted
hereby or for the execution,  delivery or performance of this Security Agreement
by  such  Grantor,  or  (ii)  for  the  perfection  of or  the  exercise  by the
Administrative  Agent,  on behalf of the  Secured  Parties,  of its  rights  and
remedies hereunder, except for action required by the Uniform Commercial Code to
perfect the security interest conferred hereunder.

     (e) No effective  financing  statement or other Perfection Document similar
in effect,  nor any other  Perfection  Action,  covering  all or any part of the
Collateral  purported to be granted or taken by or on behalf of such Grantor (or
by or on behalf of any other Person and which  remains  effective as against all
or any part of the Collateral) has been filed in any recording office, delivered
to another  Person for filing  (whether upon the  occurrence of a contingency or
otherwise),  or otherwise  taken,  as the case may be, except such as pertain to
Permitted  Liens and such as may have been filed for the benefit  of,  delivered
to, or taken in favor  of,  the  Administrative  Agent  for the  benefit  of the
Secured Parties in connection with the security interests conferred hereunder.

     (f) Schedule 7(f) attached hereto contains true and complete information as
to each of the following: (i) the exact legal name of each Grantor as it appears
in its Organizational Documents as of the date hereof and at any time during the
five (5) year period ending as of the date hereof (the "Covered  Period"),  (ii)
the  jurisdiction of formation and form of  organization of each Grantor,  (iii)
each address of the chief executive office of each Grantor as of the date hereof
and at any time during the Covered Period,  (iv) all trade names or trade styles
used by such  Grantor as of the date  hereof and at any time  during the Covered
Period,  (v) the address of each  location of such Grantor at which any tangible
personal property  Collateral  (including Account Records and Account Documents)
is located at the date hereof or has been located at any time during the Covered
Period,  (vi) with respect to each location  described in clause (v) that is not
owned  beneficially  and of record by such Grantor,  the name and address of the
owner thereof; and (vii) the name of each Person other than such Grantor and the
address of such Person at which any tangible  personal  property  Collateral  of
such  Grantor  is held  under  any  warehouse,  consignment,  bailment  or other
arrangement as of the date hereof.  No Grantor shall change its name, change its
jurisdiction  of formation  (whether by  reincorporation,  merger or otherwise),
change the  location  of its chief  executive  office,  utilize  any  additional
location where tangible personal property Collateral  (including Account Records
and Account Documents) may be located, change or use any additional or different
trade name or style,  except in each case upon  giving not less than thirty (30)
days' prior written notice to the Administrative  Agent and taking or causing to
be taken at such Grantor's  expense all such  Perfection  Action,  including the
delivery of such  Perfection  Documents,  as may be reasonably  requested by the
Administrative  Agent to perfect or protect,  or  maintain  the  perfection  and
priority of, the Lien of the Administrative Agent for the benefit of the Secured
Parties in Collateral contemplated hereunder.

                                      J-6
<PAGE>

     (g) No Grantor shall engage in any  consignment  transaction  in respect of
any of the Collateral, whether as consignee or consignor.

     (h) No Grantor shall cause,  suffer or permit any of the tangible  personal
property  Collateral  (i) to be evidenced  by any document of title  (except for
shipping documents as necessary or customary to effect the delivery of inventory
to  customers  in  the  ordinary  course  of  business)  or  (ii)  to be in  the
possession,  custody or control of any  warehouseman or other bailee unless such
location and Person are set forth on Schedule 7(f) or the  Administrative  Agent
shall have  received  not less than 30 days' prior  written  notice of each such
transaction,  the  Administrative  Agent  shall have  received  a duly  executed
Qualifying Control Agreement from such bailee, and the Grantor shall have caused
at its expense to be prepared and executed such additional  Perfection Documents
and to be taken such other  Perfection  Action as the  Administrative  Agent may
deem necessary or advisable to carry out the  transactions  contemplated by this
Security Agreement.

     (i) No tangible personal property  Collateral is or shall be located at any
location that is leased by such Grantor from any other  Person,  unless (x) such
location  and  lessor  is set forth on  Schedule  7(f)  attached  hereto or such
Grantor provides not less than thirty (30) days' prior written notice thereof to
the Administrative  Agent, (y) such lessor acknowledges the Lien in favor of the
Administrative  Agent for the benefit of the Secured Parties conferred hereunder
and waives its  statutory and  consensual  liens and rights with respect to such
Collateral in form and  substance  acceptable  to the  Administrative  Agent and
delivered in writing to the  Administrative  Agent prior to any Collateral being
located at any such  location,  and (z) the  Grantor  shall  have  caused at its
expense to be prepared and executed such additional  Perfection Documents and to
be taken  such  other  Perfection  Action as the  Administrative  Agent may deem
necessary  or  advisable  to carry  out the  transactions  contemplated  by this
Security Agreement.

     8. Inspection. The Administrative Agent (by any of its officers,  employees
and agents),  on behalf of the Secured Parties,  shall have the right upon prior
notice to an  executive  officer of any  Grantor,  and at any  reasonable  times
during such  Grantor's  usual business  hours,  to inspect the  Collateral,  all
records related thereto (and to make extracts or copies from such records),  and
the  premises  upon which any of the  Collateral  is  located,  to discuss  such
Grantor's  affairs and finances with any Person (other than Persons obligated on
any Accounts ("Account  Debtors") except as expressly otherwise permitted in the
Loan  Documents)  and to verify with any Person  other than (except as expressly
otherwise permitted in the Loan Documents) Account Debtors the amount,  quality,
quantity,  value  and  condition  of,  or any  other  matter  relating  to,  the
Collateral  and,  if an Event of Default  has  occurred  and is  continuing,  to
discuss such Grantor's  affairs and finances with such Grantor's Account Debtors
and to verify the amount,  quality,  value and condition of, or any other matter
relating  to,  the  Collateral  with  such  Account  Debtors.  Upon or after the
occurrence   and  during  the   continuation   of  an  Event  of  Default,   the
Administrative  Agent may at any time and from time to time employ and  maintain
on such Grantor's premises a custodian selected by the Administrative  Agent who
shall have full authority to do all acts necessary to protect the Administrative
Agent's (for the benefit of the Secured Parties) interest. All expenses incurred
by the Administrative  Agent, on behalf of the Secured Parties, by reason of the
employment of such  custodian  shall be paid by such Grantor on demand from time
to time and shall be added to the Secured Obligations secured by the Collateral,
and any amounts not so paid on demand (in  addition to other rights and remedies
resulting  from such  nonpayment)  shall bear  interest  from the date of demand
until paid in full at the Default Rate.

                                      J-7
<PAGE>

     9. Specific Collateral.

     (a)  Accounts.  With  respect  to its  Accounts  whether  now  existing  or
hereafter created or acquired and wheresoever located,  each Grantor represents,
warrants  and  covenants  to the  Administrative  Agent for the  benefit  of the
Secured Parties that:

          (i) Each  Grantor  shall keep  accurate  and  complete  records of its
     Accounts ("Account Records") and from time to time at reasonable  intervals
     designated  by the  Administrative  Agent such  Grantor  shall  provide the
     Administrative  Agent with a schedule  of  Accounts  in form and  substance
     acceptable to the  Administrative  Agent describing all Accounts created or
     acquired by such Grantor ("Schedule of Accounts");  provided, however, that
     such Grantor's failure to execute and deliver any such Schedule of Accounts
     shall not affect or limit the  Administrative  Agent's security interest or
     other rights in and to any Accounts for the benefit of the Secured Parties.
     If requested by the  Administrative  Agent,  each Grantor shall furnish the
     Administrative  Agent with copies of proof of delivery and other  documents
     relating  to  the  Accounts  so  scheduled,  including  without  limitation
     repayment  histories and present  status  reports  (collectively,  "Account
     Documents") and such other matter and information relating to the status of
     then  existing  Accounts  as  the  Administrative  Agent  shall  reasonably
     request.

          (ii) All Account  Records and Account  Documents  are and shall at all
     times be located only at such Grantor's  current chief executive  office as
     set forth on Schedule 7(f)  attached  hereto,  such other  locations as are
     specifically  identified on Schedule  7(f)  attached  hereto as an "Account
     Documents  location,"  or as to which the Grantor has complied with Section
     7(f) hereof.

          (iii) The Accounts are genuine,  are in all respects what they purport
     to be, are not  evidenced by an  instrument or document or, if evidenced by
     an instrument or document, are only evidenced by one original instrument or
     document.

          (iv) The Accounts  cover bona fide sales and  deliveries  of Inventory
     usually  dealt in by such  Grantor,  or the  rendition  by such  Grantor of
     services, to an Account Debtor in the ordinary course of business.

          (v) The amounts of the face value of any Account shown or reflected on
     any Schedule of Accounts,  invoice statement,  or certificate  delivered to
     the  Administrative  Agent,  are actually owing to such Grantor and are not
     contingent for any reason; and there are no setoffs, discounts, allowances,
     claims,  counterclaims  or disputes of any kind or description in an amount
     greater  than   $100,000  in  the   aggregate,   or  greater  than  $25,000
     individually,  existing or asserted  with respect  thereto and such Grantor
     has not made any  agreement  with any  Account  Debtor  thereunder  for any
     deduction  therefrom,  except as may be stated in the  Schedule of Accounts
     and  reflected  in the  calculation  of the face  value of each  respective
     invoice related thereto.

                                      J-8
<PAGE>

          (vi) Except for  conditions  generally  applicable  to such  Grantor's
     industry and markets,  there are no facts,  events, or occurrences known to
     such Grantor  pertaining  particularly to any Accounts which are reasonably
     expected to materially  impair in any way the validity,  collectibility  or
     enforcement of Accounts that would reasonably be likely,  in the aggregate,
     to be of material economic value, or in the aggregate materially reduce the
     amount payable  thereunder  from the amount of the invoice face value shown
     on any Schedule of Accounts,  or on any certificate,  contract,  invoice or
     statement delivered to the Administrative Agent with respect thereto.

          (vii) The goods or services  giving rise thereto are not, and were not
     at the time of the sale or performance thereof, subject to any Lien, claim,
     encumbrance or security interest,  except those of the Administrative Agent
     for the benefit of Secured Parties and Permitted Liens.

          (viii)  In the event any  amounts  due and owing in excess of  $25,000
     individually,  or $100,000 in the aggregate amount,  are in dispute between
     any Account  Debtor and a Grantor (which shall include  without  limitation
     any dispute in which an offset  claim or  counterclaim  may  result),  such
     Grantor shall provide the Administrative  Agent with written notice thereof
     as soon as  practicable,  explaining  in detail the reason for the dispute,
     all claims related thereto and the amount in controversy.

     (b)  Inventory.  With  respect to its  Inventory  whether  now  existing or
hereafter created or acquired and wheresoever located,  each Grantor represents,
warrants  and  covenants  to the  Administrative  Agent for the  benefit  of the
Secured Parties that:

          (i) Each Grantor  shall keep accurate and complete  records  itemizing
     and describing the kind, type, location and quantity of Inventory, its cost
     therefor and the selling  price of Inventory  held for sale,  and the daily
     withdrawals  therefrom  and  additions  thereto,  and shall  furnish to the
     Administrative  Agent from time to time at reasonable  intervals designated
     by the Administrative  Agent, a current schedule of Inventory ("Schedule of
     Inventory")  based upon its most recent  physical  inventory  and its daily
     inventory records.  Each Grantor shall conduct a physical inventory no less
     frequently  than annually,  and shall furnish to the  Administrative  Agent
     such other documents and reports thereof as the Administrative  Agent shall
     reasonably request with respect to the Inventory.

          (ii) All  Inventory  is and shall at all times be located only at such
     Grantor's  locations as set forth on Schedule  7(f)  attached  hereto or at
     such other  locations as to which such  Grantor has  complied  with Section
     7(f)  hereof.  No  Grantor  shall,  other  than in the  ordinary  course of
     business in connection  with its sale,  lease,  license or other  permitted
     disposition,  remove any Inventory  having an aggregate  value in excess of
     that stated in the preceding sentence from such locations.

                                      J-9
<PAGE>

          (iii) If any Account  Debtor  returns any Inventory to a Grantor after
     shipment  thereof,  and such return generates a credit in excess of $25,000
     on any  individual  Account or $100,000 in the aggregate on any Accounts of
     such Account Debtor, such Grantor shall notify the Administrative  Agent in
     writing of the same as soon as practicable.

     (c)  Supporting  Obligations.  With respect to its  Supporting  Obligations
whether now existing or hereafter  created or acquired and wheresoever  located,
each Grantor represents,  warrants and covenants to the Administrative Agent for
the benefit of the Secured Parties that:

          (i) Each Grantor shall from time to time at the Administrative Agent's
     request,  furnish a current  list  identifying  in  reasonable  detail each
     Supporting  Obligation  relating to any Collateral from a single obligor in
     excess of $25,000,  and (ii) upon the request of the  Administrative  Agent
     from time to time following the  occurrence  and during the  continuance of
     any Default or Event of Default,  deliver to the  Administrative  Agent the
     originals  of  all   documents   evidencing  or   constituting   Supporting
     Obligations,   together   with  such  other   documentation   (executed  as
     appropriate  by the Grantor) and  information as may be necessary to enable
     the  Administrative  Agent to realize upon the  Supporting  Obligations  in
     accordance  with  their   respective   terms  or  transfer  the  Supporting
     Obligations  as may be permitted  under the Loan Documents or by applicable
     law.

          (ii)  With  respect  to each  letter  of  credit  that  constitutes  a
     Supporting  Obligation and has an aggregate  stated amount  available to be
     drawn in excess of  $25,000,  each  Grantor  shall,  at the  request of the
     Administrative  Agent,  cause the issuer  thereof to execute and deliver to
     the Administrative Agent a Qualifying Control Agreement.

     10. Casualty and Liability Insurance Required.

     (a) Each Grantor will keep the Collateral continuously insured against such
risks as are  customarily  insured  against by  businesses of like size and type
engaged in the same or similar operations including:

          (i) casualty insurance on the Inventory in an amount not less than the
     full  insurable  value  thereof,  against  loss or damage  by theft,  fire,
     lightning and other hazards  ordinarily  included  under uniform broad form
     standard extended coverage policies, limited only as may be provided in the
     standard broad form of extended coverage  endorsement at the time in use in
     the states in which the Collateral is located;

          (ii)  comprehensive  general  liability  insurance  against claims for
     bodily  injury,  death or  property  damage  occurring  with or about  such
     Collateral (such coverage to include provisions waiving subrogation against
     the  Secured  Parties),  with the  Administrative  Agent and the Lenders as
     additional  insureds   thereunder,   in  amounts  as  shall  be  reasonably
     satisfactory to Administrative Agent;

          (iii)  liability  insurance  with  respect  to  the  operation  of its
     facilities under the workers' compensation laws of the states in which such
     Collateral is located,  in amounts as shall be reasonably  satisfactory  to
     Administrative Agent; and

          (iv) business interruption insurance in amounts as shall be reasonably
     satisfactory to Administrative Agent.

                                      J-10
<PAGE>

     (b) Each insurance  policy obtained in satisfaction of the  requirements of
Section 10(a):

          (i) may be provided by blanket policies now or hereafter maintained by
     each or any Grantor or by a Borrower;

          (ii)  shall  be  issued  by such  insurer  (or  insurers)  as shall be
     financially  responsible,  of recognized standing and reasonably acceptable
     to the Administrative Agent;

          (iii)  shall  be in such  form  and have  such  provisions  (including
     without  limitation  the loss  payable  clause,  the waiver of  subrogation
     clause,   the  deductible  amount,  if  any,  and  the  standard  mortgagee
     endorsement clause) as are generally considered standard provisions for the
     type of insurance involved and are reasonably acceptable in all respects to
     the Administrative Agent;

          (iv)  shall  prohibit   cancellation   or  substantial   modification,
     termination  or lapse in coverage by the insurer  without at least 30 days'
     prior written notice to the Administrative Agent, except for non-payment of
     premium,  as to which such  policies  shall  provide  for at least ten (10)
     days' prior written notice to the Administrative Agent;

          (v) without  limiting the generality of the  foregoing,  all insurance
     policies where  applicable under Section 10(a)(i) carried on the Collateral
     shall  name  the  Administrative  Agent,  for the  benefit  of the  Secured
     Parties, as loss payee and the Administrative  Agent and Lenders as parties
     insured thereunder in respect of any claim for payment.

     (c) Prior to expiration of any such policy,  such Grantor shall furnish the
Administrative Agent with evidence satisfactory to the Administrative Agent that
the policy or certificate  has been renewed or replaced or is no longer required
by this Security Agreement.

     (d) Each Grantor hereby makes,  constitutes and appoints the Administrative
Agent (and all officers,  employees or agents  designated by the  Administrative
Agent),  for the  benefit of the Secured  Parties,  as such  Grantor's  true and
lawful  attorney  (and  agent-in-fact)  for the purpose of making,  settling and
adjusting  claims under such policies of  insurance,  endorsing the name of such
Grantor  on any  check,  draft,  instrument  or other  item or  payment  for the
proceeds of such  policies of insurance  and for making all  determinations  and
decisions  with respect to such  policies of  insurance,  which  appointment  is
coupled with an interest and is irrevocable;  provided, however, that the powers
pursuant to such  appointment  shall be exercisable only upon the occurrence and
during the continuation of an Event of Default.

     (e) In the event such Grantor  shall fail to maintain,  or fail to cause to
be maintained,  the full insurance  coverage required hereunder or shall fail to
keep any of its  Collateral  in good repair and good  operating  condition,  the
Administrative  Agent may (but shall be under no obligation to), without waiving
or  releasing  any  Secured  Obligation  or  Default or Event of Default by such
Grantor  hereunder,  contract for the required policies of insurance and pay the
premiums on the same or make any required  repairs,  renewals and  replacements;
and  all  sums  so  disbursed  by  Administrative  Agent,  including  reasonable
attorneys' fees, court costs, expenses and other charges related thereto,  shall
be  payable  on demand by such  Grantor to the  Administrative  Agent,  shall be
additional Secured  Obligations  secured by the Collateral,  and (in addition to
other rights and remedies  resulting from such  nonpayment)  shall bear interest
from the date of demand until paid in full at the Default Rate.

                                      J-11
<PAGE>

     (f) Each Grantor  agrees that to the extent that it shall fail to maintain,
or fail to cause to be  maintained,  the full  insurance  coverage  required  by
Section 10(a), it shall in the event of any loss or casualty pay promptly to the
Administrative  Agent, for the benefit of the Secured  Parties,  to be held in a
separate  account for  application in accordance with the provisions of Sections
10(h),  such amount as would have been received as Net Proceeds (as  hereinafter
defined) by the  Administrative  Agent,  for the benefit of the Secured Parties,
under the  provisions  of Section 10(h) had such  insurance  been carried to the
extent required.

     (g) The Net Proceeds of the insurance carried pursuant to the provisions of
Sections  10(a)(ii)  and  10(a)(iii)  shall be  applied by such  Grantor  toward
satisfaction  of the claim or  liability  with  respect to which such  insurance
proceeds  may be paid.  So long as no Default or Event of Default has  occurred,
the Net  Proceeds of insurance  carried  pursuant to the  provisions  of Section
10(a)(iv) shall be paid to such Grantor.

     (h)  The  Net  Proceeds  of  the  insurance  carried  with  respect  to the
Collateral  pursuant to the provisions of Section  10(a)(i) hereof shall be paid
to such Grantor and held by such Grantor in a separate  account and applied,  as
long as no Event of Default shall have occurred and be  continuing,  as follows:
after any loss under any such  insurance  and  payment of the  proceeds  of such
insurance,  each  Grantor  shall have a period of 30 days  after  payment of the
insurance  proceeds  with respect to such loss to elect to either (x) apply such
Net Proceeds to repair or replace the  Collateral  so damaged,  (y) deliver such
Net  Proceeds  to the  Administrative  Agent,  for the  benefit  of the  Secured
Parties,  as  additional  Collateral  or (z)  apply  such  Net  Proceeds  to the
acquisition of tangible  assets  constituting  Collateral  used or useful in the
conduct of the  business  of such  Grantor,  subject to the  provisions  of this
Security  Agreement.  If such Grantor elects to repair or replace the Collateral
so damaged,  such Grantor agrees the Collateral shall be repaired to a condition
substantially similar to or of better quality or higher value than its condition
prior to damage or replaced with Collateral in a condition substantially similar
to or of better  quality or higher value than the condition of the Collateral so
replaced  prior to damage.  At all times during which an Event of Default  shall
have occurred and be continuing,  the Administrative  Agent shall be entitled to
receive direct and immediate  payment of the proceeds of such insurance and such
Grantor shall take all action as the Administrative Agent may reasonably request
to accomplish  such payment.  Notwithstanding  the foregoing,  in the event such
Grantor shall receive any such proceeds,  such Grantor shall immediately deliver
such  proceeds  to such  Administrative  Agent for the  benefit  of the  Secured
Parties as  additional  Collateral,  and pending such  delivery  shall hold such
proceeds  in trust for the  benefit  of the  Secured  Parties  and keep the same
segregated from its other funds.

     (i) "Net Proceeds"  when used with respect to any insurance  proceeds shall
mean the gross  proceeds from such  proceeds,  award or other  amount,  less all
taxes, fees and expenses (including attorneys' fees) incurred in the realization
thereof.

     (j) In case of any material damage to,  destruction or loss of, or claim or
proceeding against, all or any material part of the Collateral pledged hereunder
by  a  Grantor,   such  Grantor  shall  give  prompt   notice   thereof  to  the
Administrative  Agent. Each such notice shall describe  generally the nature and
extent of such  damage,  destruction,  loss,  claim or  proceeding.  Subject  to
Section  10(d),  each Grantor is hereby  authorized  and  empowered to adjust or
compromise  any loss under any such  insurance  other than  losses  relating  to
claims  made  directly  against  any  Secured  Party as to which  the  insurance
described in Section 10(a)(ii) or (iii) is applicable.

                                      J-12
<PAGE>

     (k) The  provisions  contained in this  Security  Agreement  pertaining  to
insurance shall be cumulative with any additional provisions imposing additional
insurance  requirements  with respect to the Collateral or any other property on
which a Lien is conferred under any Security Instrument.

     11. Rights and Remedies  Upon Event of Default.  Upon and after an Event of
Default,  the Administrative  Agent shall have the following rights and remedies
on behalf of the  Secured  Parties in addition  to any rights and  remedies  set
forth elsewhere in this Security  Agreement or the other Loan Documents,  all of
which may be exercised with or, if allowed by law, without notice to a Grantor:

     (a) All of the  rights and  remedies  of a secured  party  under the UCC or
under  other  applicable  law,  all  of  which  rights  and  remedies  shall  be
cumulative,  and none of which shall be  exclusive,  to the extent  permitted by
law, in addition to any other  rights and remedies  contained  in this  Security
Agreement or any other Loan Document;

     (b) The right to foreclose the Liens and security  interests  created under
this Security  Agreement by any available judicial procedure or without judicial
process;

     (c) The right to (i) enter upon the premises of a Grantor through self-help
and without judicial process, without first obtaining a final judgment or giving
such  Grantor  notice  or  opportunity  for a  hearing  on the  validity  of the
Administrative  Agent's  claim and  without any  obligation  to pay rent to such
Grantor,  or any other place or places where any Collateral is located and kept,
and remove the Collateral  therefrom to the premises of the Administrative Agent
or any agent of the  Administrative  Agent, for such time as the  Administrative
Agent may desire,  in order  effectively to collect or liquidate the Collateral,
(ii)  require  such  Grantor  or any  bailee or other  agent of such  Grantor to
assemble the Collateral and make it available to the  Administrative  Agent at a
place to be designated by the Administrative Agent that is reasonably convenient
to both  parties,  and (iii)  notify any or all  Persons  party to a  Qualifying
Control  Agreement  or who  otherwise  have  possession  of or control  over any
Collateral  of the  occurrence  of an Event of  Default  and  other  appropriate
circumstances,  and exercise  control over and take possession or custody of any
or all Collateral in the possession, custody or control of such other Persons;

     (d) The right to (i) exercise all of a Grantor's  rights and remedies  with
respect to the collection of Accounts,  Instruments,  and Supporting Obligations
(collectively,  "Payment  Collateral"),  including  the right to demand  payment
thereof and enforce  payment,  by legal  proceedings or otherwise;  (ii) settle,
adjust,  compromise,  extend or renew all or any Payment Collateral or any legal
proceedings  pertaining thereto;  (iii) discharge and release all or any Payment
Collateral; (iv) take control, in any manner, of any item of payment or proceeds
referred to in Section 5 above;  (v) prepare,  file and sign a Grantor's name on
any Proof of Claim in bankruptcy,  notice of Lien, assignment or satisfaction of
Lien or similar  document  in any action or  proceeding  adverse to any  obligor
under any  Payment  Collateral  or  otherwise  in  connection  with any  Payment
Collateral;  (vi) endorse the name of a Grantor upon any  document,  instrument,
invoice,  freight bill, bill of lading or similar document or agreement relating
to any  Collateral;  (vii) use the  information  recorded on or contained in any
data  processing  equipment and computer  hardware and software  relating to any
Collateral to which a Grantor has access;  (viii) open such  Grantor's  mail and
collect  any and all  amounts due to such  Grantor  from any Account  Debtors or
other obligor in respect of Payment  Collateral;  (ix) take over such  Grantor's
post office boxes or make other  arrangements  as the  Administrative  Agent, on
behalf of the Secured  Parties,  deems necessary to receive such Grantor's mail,
including  notifying  the post  office  authorities  to change the  address  for
delivery of such Grantor's mail to such address as the Administrative  Agent, on
behalf of the  Secured  Parties,  may  designate;  (x) notify any or all Account
Debtors or other obligor on any Payment  Collateral that such Payment Collateral
has been  assigned  to the  Administrative  Agent for the benefit of the Secured
Parties and that the  Administrative  Agent has a security  interest therein for
the benefit of the Secured Parties (provided that the  Administrative  Agent may
at any time give such notice to an Account  Debtor that is a department,  agency
or authority of the United States  government);  each Grantor hereby agrees that
any such notice, in the  Administrative  Agent's sole discretion,  may (but need
not) be sent on such  Grantor's  stationery,  in which event such Grantor  shall
co-sign  such notice  with the  Administrative  Agent;  and (xi) do all acts and
things and execute all  documents  necessary,  in  Administrative  Agent's  sole
discretion, to collect the Payment Collateral; and

                                      J-13
<PAGE>

         (e)  Subject to the terms of the  applicable  Beverage  Agreement,  the
right to sell all or any Collateral in its then existing condition, or after any
further manufacturing or processing thereof, at such time or times, at public or
private sale or sales, with such notice as may be required by law, in lots or in
bulk, for cash or on credit, with or without representations and warranties, all
as the  Administrative  Agent, in its sole discretion,  may deem advisable.  The
Administrative  Agent shall have the right to conduct  such sales on a Grantor's
premises  or  elsewhere  and shall  have the right to use a  Grantor's  premises
without charge for such sales for such time or times as the Administrative Agent
may see fit. The Administrative  Agent may, if it deems it reasonable,  postpone
or adjourn any sale of the Collateral  from time to time by an  announcement  at
the time and  place of such  postponed  or  adjourned  sale,  and such sale may,
without  further  notice,  be made at the  time  and  place  to  which it was so
adjourned.  Each Grantor agrees that the Administrative  Agent has no obligation
to preserve  rights to the  Collateral  against prior parties or to marshall any
Collateral for the benefit of any Person. Subject to the terms of the applicable
Beverage  Agreement,  the  Administrative  Agent for the  benefit of the Secured
Parties is hereby granted a license or other right to use, without charge,  each
Grantor's labels, patents, copyrights, rights of use of any name, trade secrets,
trade names,  trademarks and  advertising  matter,  or any property of a similar
nature,  as  it  pertains  to  the  Collateral,  in  completing  production  of,
advertising for sale and selling any Collateral and a Grantor's rights under any
license and any franchise  agreement shall inure to the  Administrative  Agent's
benefit.   If  any  of  the  Collateral  shall  require  repairs,   maintenance,
preparation  or the  like,  or is in  process  or other  unfinished  state,  the
Administrative  Agent  shall  have the  right,  but shall not be  obligated,  to
perform such  repairs,  maintenance,  preparation,  processing  or completion of
manufacturing  for the purpose of putting the same in such  saleable form as the
Administrative Agent shall deem appropriate,  but the Administrative Agent shall
have the right to sell or dispose of the Collateral  without such processing and
no Grantor shall have any claim against the  Administrative  Agent for the value
that may have been added to such Collateral with such  processing.  In addition,
each Grantor agrees that in the event notice is necessary under  applicable law,
written notice mailed to such Grantor in the manner  specified  herein seven (7)
days prior to the date of public sale of any of the  Collateral  or prior to the
date after which any private sale or other disposition of the Collateral will be
made shall constitute commercially reasonable notice to such Grantor. All notice
is hereby  waived  with  respect to any of the  Collateral  which  threatens  to
decline  speedily  in value  or is of a type  customarily  sold on a  recognized
market. The Administrative  Agent may purchase all or any part of the Collateral
at  public  or,  if  permitted  by law,  private  sale,  free  from any right of
redemption  which is hereby  expressly  waived by such  Grantor  and, in lieu of
actual  payment  of such  purchase  price,  may set off the amount of such price
against the Secured Obligations. Each Grantor recognizes that the Administrative
Agent may be unable to effect a public  sale of  certain  of the  Collateral  by
reason of certain  prohibitions  contained  in the  Securities  Act of 1933,  as
amended (the  "Securities  Act"), and applicable state law, and may be otherwise
delayed or  adversely  affected  in  effecting  any sale by reason of present or
future  restrictions  thereon  imposed by  governmental  authorities  ("Affected
Collateral"),  and that as a consequence of such  prohibitions  and restrictions
the  Administrative  Agent may be compelled (i) to resort to one or more private
sales to a restricted  group of purchasers  who will be obliged to agree,  among
other  things,  to  acquire  Affected  Collateral  for  their own  account,  for
investment and not with a view to the distribution or resale thereof, or (ii) to
seek  regulatory  approval of any proposed sale or sales,  or (iii) to limit the
amount of Affected  Collateral sold to any Person or group.  Each Grantor agrees
and acknowledges that private sales so made may be at prices and upon terms less
favorable to such Grantor than if such  Affected  Collateral  was sold either at
public sales or at private sales not subject to other  regulatory  restrictions,
and that the  Administrative  Agent has no  obligation  to delay the sale of any
Affected  Collateral  for the period of time  necessary to permit the Grantor or
any other Person to register or otherwise qualify them under or exempt them from
any applicable restriction,  even if such Grantor or other Person would agree to
register or otherwise qualify or exempt such Affected Collateral so as to permit
a public sale under the  Securities  Act or  applicable  state law. Each Grantor
further  agrees,  to the extent  permitted by  applicable  law,  that the use of
private  sales made under the  foregoing  circumstances  to dispose of  Affected
Collateral  shall be  deemed to be  dispositions  in a  commercially  reasonable
manner.  Each Grantor hereby  acknowledges that a ready market may not exist for
Affected  Collateral  that is not traded on a national  securities  exchange  or
quoted on an automated quotation system.

                                      J-15
<PAGE>

The net cash proceeds resulting from the collection, liquidation, sale, or other
disposition of the Collateral shall be applied first to the expenses  (including
all attorneys' fees) of retaking, holding, storing, processing and preparing for
sale,  selling,   collecting,   liquidating  and  the  like,  and  then  to  the
satisfaction of all Secured  Obligations in accordance with the terms of Section
11.5 of the Credit Agreement. Each Grantor shall be liable to the Administrative
Agent,  for  the  benefit  of  the  Secured  Parties,   and  shall  pay  to  the
Administrative  Agent,  for the  benefit of the Secured  Parties,  on demand any
deficiency  which  may  remain  after  such  sale,  disposition,  collection  or
liquidation of the Collateral.

         12.  Attorney-in-Fact.  Each Grantor hereby appoints the Administrative
Agent as the  Grantor's  attorney-in-fact  for the  purposes of carrying out the
provisions  of this  Security  Agreement and taking any action and executing any
instrument  which the  Administrative  Agent may deem  necessary or advisable to
accomplish the purposes  hereof,  which  appointment is irrevocable  and coupled
with an interest;  provided,  that the  Administrative  Agent shall have and may
exercise rights under this power of attorney only upon the occurrence and during
the continuance of an Event of Default.  Without  limiting the generality of the
foregoing,  upon  the  occurrence  and  during  the  continuance  of an Event of
Default, the Administrative Agent shall have the right and power

     (a) to ask, demand, collect, sue for, recover, compromise, receive and give
acquittance and receipts for moneys due and to become due under or in respect of
any of the Collateral;

     (b) to  receive,  endorse  and  collect  any  drafts or other  instruments,
documents and chattel paper in connection with clause (a) above;

     (c) to endorse  such  Grantor's  name on any checks,  notes,  drafts or any
other payment relating to or constituting proceeds of the Collateral which comes
into  the  Administrative  Agent's  possession  or  the  Administrative  Agent's
control,  and deposit the same to the account of the  Administrative  Agent, for
the  benefit of the Secured  Parties,  on account and for payment of the Secured
Obligations.

     (d) to file any claims or take any action or institute any proceedings that
the  Administrative  Agent may deem necessary or desirable for the collection of
any of the  Collateral or otherwise to enforce the rights of the  Administrative
Agent,  for the  benefit  of the  Secured  Parties,  with  respect to any of the
Collateral; and

                                      J-15
<PAGE>

     (e) to  execute,  in  connection  with  any sale or  other  disposition  of
Collateral  provided  for  herein,  any  endorsement,   assignments,   or  other
instruments of conveyance or transfer with respect thereto.

     13.  Reinstatement.  The granting of a security  interest in the Collateral
and the other provisions hereof shall continue to be effective or be reinstated,
as the case may be, if at any time any payment of any of the Secured Obligations
is rescinded or must  otherwise be returned by any Secured  Party,  whether upon
the insolvency,  bankruptcy or reorganization of any Grantor or any other Credit
Party or otherwise, all as though such payment had not been made. The provisions
of this Section 13 shall survive repayment of all of the Secured Obligations and
the  termination  or  expiration  of  this  Security  Agreement  in any  manner,
including  but not  limited  to  termination  upon  occurrence  of the  Facility
Termination Date.

     14.  Certain  Waivers by the  Grantors.  Each Grantor  waives to the extent
permitted by  applicable  law (a) any right to require any Secured  Party or any
other obligee of the Secured  Obligations  to (x) proceed  against any Person or
entity,  including  without  limitation any Credit Party, (y) proceed against or
exhaust any Collateral or other collateral for the Secured  Obligations,  or (z)
pursue any other remedy in its power;  (b) any defense  arising by reason of any
disability or other  defense of any other Person,  or by reason of the cessation
from any cause  whatsoever of the  liability of any other Person or entity,  (c)
any right of subrogation,  (d) any right to enforce any remedy which any Secured
Party or any other obligee of the Secured  Obligations  now has or may hereafter
have against any other Person and any benefit of and any right to participate in
any   collateral  or  security   whatsoever   now  or  hereafter   held  by  the
Administrative  Agent for the  benefit  of the  Secured  Parties.  Each  Grantor
authorizes each Secured Party and each other obligee of the Secured  Obligations
without notice (except notice  required by applicable law) or demand and without
affecting its liability  hereunder or under the Loan Documents from time to time
to: (i) take and hold security,  other than the Collateral herein described, for
the payment of such  Secured  Obligations  or any part  thereof,  and  exchange,
enforce,  waive and release the Collateral  herein described or any part thereof
or any such other security; and (ii) apply such Collateral or other security and
direct the order or manner of sale thereof as such  Secured  Party or obligee in
its discretion may determine.

     The Administrative  Agent may at any time deliver (without  representation,
recourse or warranty)  the  Collateral  or any part thereof to a Grantor and the
receipt thereof by such Grantor shall be a complete and full acquittance for the
Collateral  so  delivered,  and the  Administrative  Agent shall  thereafter  be
discharged from any liability or responsibility therefor.

         15. Continued  Powers.  Until the Facility  Termination Date shall have
occurred, the power of sale and other rights, powers and remedies granted to the
Administrative  Agent for the benefit of the  Secured  Parties  hereunder  shall
continue to exist and may be exercised by the  Administrative  Agent at any time
and from time to time.

     16.  Other  Rights.   The  rights,   powers  and  remedies   given  to  the
Administrative  Agent for the  benefit of the Secured  Parties by this  Security
Agreement  shall be in addition to all rights,  powers and remedies given to the
Administrative  Agent or any Secured  Party under any  Related  Agreement  or by
virtue of any statute or rule of law. Any forbearance or failure or delay by the
Administrative  Agent in exercising any right,  power or remedy  hereunder shall
not be deemed to be a waiver of such right,  power or remedy,  and any single or
partial exercise of any right,  power or remedy hereunder shall not preclude the
further  exercise  thereof;  and every  right,  power and remedy of the  Secured
Parties  shall  continue  in full force and effect  until such  right,  power or
remedy  is  specifically  waived  in  accordance  with the  terms of the  Credit
Agreement.

                                      J-16
<PAGE>

     17. Anti-Marshaling  Provisions.  The right is hereby given by each Grantor
to the  Administrative  Agent, for the benefit of the Secured  Parties,  to make
releases  (whether  in whole  or in  part) of all or any part of the  Collateral
agreeable  to the  Administrative  Agent  without  notice  to,  or the  consent,
approval or agreement of other parties and interests,  including junior lienors,
which releases shall not impair in any manner the validity of or priority of the
Liens and security interests in the remaining  Collateral  conferred  hereunder,
nor release any Grantor from  personal  liability  for the Secured  Obligations.
Notwithstanding  the existence of any other security  interest in the Collateral
held by the  Administrative  Agent, for the benefit of the Secured Parties,  the
Administrative Agent shall have the right to determine the order in which any or
all of the  Collateral  shall be  subjected  to the  remedies  provided  in this
Security Agreement.  Each Grantor hereby waives any and all right to require the
marshaling  of assets in  connection  with the  exercise of any of the  remedies
permitted by applicable law or provided herein or in any Related Agreement.

     18. Entire  Agreement.  This Security  Agreement,  together with the Credit
Agreement  and other  Loan  Documents,  constitutes  and  expresses  the  entire
understanding  between the parties  hereto  with  respect to the subject  matter
hereof, and supersedes all prior  negotiations,  agreements and  understandings,
inducements,  commitments  or conditions,  express or implied,  oral or written,
except as contained in the Loan Documents.  The express terms hereof control and
supersede any course of performance or usage of the trade  inconsistent with any
of the  terms  hereof.  Neither  this  Security  Agreement  nor any  portion  or
provision hereof may be changed, altered,  modified,  supplemented,  discharged,
canceled,  terminated, or amended orally or in any manner other than as provided
in the Credit Agreement.

     19. Third Party Reliance.  Each Grantor hereby consents and agrees that all
issuers  of or  obligors  in  respect  of any  Collateral,  and  all  securities
intermediaries, warehousemen, bailees, public officials and other Persons having
any interest  in,  possession  of,  control  over or right,  privilege,  duty or
discretion  in  respect  of,  any  Collateral  shall be  entitled  to accept the
provisions  hereof as  conclusive  evidence  of the right of the  Administrative
Agent, on behalf of the Secured  Parties,  to exercise its rights hereunder with
respect to the Collateral,  notwithstanding any other notice or direction to the
contrary heretofore or hereafter given by any Grantor or any other Person to any
of such Persons.

     20. Binding Agreement;  Assignment. This Security Agreement, and the terms,
covenants and conditions hereof,  shall be binding upon and inure to the benefit
of the parties hereto,  and to their respective  successors and assigns,  except
that no Grantor  shall be  permitted  to assign this  Security  Agreement or any
interest  herein  or,  except as  expressly  permitted  herein or in the  Credit
Agreement,  in the  Collateral  or any part  thereof,  or  otherwise,  except as
expressly permitted herein or in the Credit Agreement, pledge, encumber or grant
any option with respect to the Collateral or any part thereof.  Without limiting
the  generality  of the  foregoing  sentence of this  Section 20, any Lender may
assign to one or more Persons, or grant to one or more Persons participations in
or to, all or any part of its rights and obligations  under the Credit Agreement
(to the extent permitted by the Credit Agreement); and to the extent of any such
assignment  or  participation  such other Person  shall,  to the fullest  extent
permitted  by law,  thereupon  become  vested  with all the  benefits in respect
thereof  granted to such Lender herein or  otherwise,  subject  however,  to the
provisions of the Credit Agreement,  including  Article XII thereof  (concerning
the Administrative  Agent) and Section 13.1 thereof (concerning  assignments and
participations).  All references herein to the  Administrative  Agent and to the
Secured Parties shall include any successor thereof or permitted  assignee,  and
any other obligees from time to time of the Secured Obligations.

                                      J-17
<PAGE>

     21. Swap Agreements. All obligations of each Grantor under or in respect of
Swap  Agreements  (which  are not  prohibited  under  the  terms  of the  Credit
Agreement) to which any Lender or any affiliate of any Lender is a party,  shall
be deemed to be Secured Obligations secured hereby, and each Lender or affiliate
of a Lender  party to any such  Swap  Agreement  shall be deemed to be a Secured
Party  hereunder with respect to such Secured  Obligations;  provided,  however,
that such obligations shall cease to be Secured Obligations at such time as such
Person (or  affiliate  of such  Person)  shall cease to be a "Lender"  under the
Credit Agreement.

     22. Severability. The provisions of this Security Agreement are independent
of and separable from each other.  If any provision  hereof shall for any reason
be held invalid or unenforceable,  such invalidity or unenforceability shall not
affect the validity or enforceability  of any other provision  hereof,  but this
Security  Agreement  shall be  construed  as if such  invalid  or  unenforceable
provision had never been contained herein.

     23. Counterparts.  This Security Agreement may be executed in any number of
counterparts  each of which when so executed  and  delivered  shall be deemed an
original,  and it shall  not be  necessary  in  making  proof  of this  Security
Agreement to produce or account for more than one such  counterpart  executed by
the Grantor against whom enforcement is sought.

     24.  Termination.  Subject to the  provisions  of Section 13, this Security
Agreement  and  all  obligations  of the  Grantors  hereunder  (excluding  those
obligations  and  liabilities  that expressly  survive such  termination)  shall
terminate  without  delivery of any  instrument or performance of any act by any
party on the Facility  Termination  Date. Upon such termination of this Security
Agreement,  the  Administrative  Agent shall, at the request and sole expense of
the Grantors,  promptly deliver to the Grantors such termination  statements and
take such further actions as the Grantors may reasonably request to terminate of
record, or otherwise to give appropriate  notice of the termination of, any Lien
conferred hereunder.

     25.  Indemnification.  Without  limitation  of  Section  13.9 of the Credit
Agreement  or any other  indemnification  provision  in any Loan  Document,  the
Grantors agree jointly and severally to indemnify and hold harmless each Secured
Party and each of their affiliates,  and their respective  officers,  directors,
employees, agents, and advisors (each, an "Indemnified Party"), from and against
any  and  all  claims,  damages,  losses,   liabilities,   costs,  and  expenses
(including, without limitation, reasonable attorneys' fees) that may be incurred
by or asserted or awarded  against any  Indemnified  Party, in each case arising
out of or in connection with or by reason of (including,  without limitation, in
connection  with any  investigation,  litigation or proceeding or preparation of
defense in connection  therewith) the Loan  Documents,  any of the  transactions
contemplated  herein or the actual or proposed  use of the proceeds of the Loans
or other extension of credit under the Loan Documents  except to the extent such
claim,  damage,  loss,  liability,  cost,  or  expense  is  found  in  a  final,
non-appealable  judgment by a court of competent  jurisdiction  to have resulted
from such  Indemnified  Party's gross negligence or willful  misconduct.  In the
case of an investigation,  litigation or other proceeding to which the indemnity
in this Section 25 applies,  such  indemnity  shall be effective  whether or not
such  investigation,  litigation  or proceeding is brought by any Grantor or any
other  Credit  Party,  any  of  their  respective  directors,   shareholders  or
creditors, or an Indemnified Party or any other Person, or any Indemnified Party
is otherwise a party  thereto and whether or not the  transactions  contemplated
hereby are consummated. Each Grantor agrees that no Indemnified Party shall have
any liability (whether direct or indirect,  in contract or tort or otherwise) to
it, any of its subsidiaries or affiliates,  or any security holders or creditors
thereof  arising  out of,  related  to or in  connection  with the  transactions
contemplated  herein or in the other Loan  Documents,  except to the extent that
such  liability  is  found  in a final  non-appealable  judgment  by a court  of
competent  jurisdiction to have directly resulted from such Indemnified  Party's
gross  negligence or willful  misconduct.  Each Grantor agrees not to assert any
claim  against  any  Secured  Party,  any of  its  affiliates,  or any of  their
respective directors,  officers,  employees,  attorneys, agents, or advisers, on
any theory of  liability,  for  special,  indirect,  consequential,  or punitive
damages arising out of or otherwise  relating to the Loan Documents,  any of the
transactions  contemplated therein or the actual or proposed use of the proceeds
of the  Loans or other  extensions  of  credit  under  the Loan  Documents.  The
agreements  in this  Section 25 shall  survive  repayment  of all of the Secured
Obligations and the termination or expiration of this Security  Agreement in any
manner, including but not limited to termination upon occurrence of the Facility
Termination Date.

     26. Notices.  Any notice required or permitted hereunder shall be given (a)
with  respect to the  Borrower,  at the address for the giving of notice then in
effect  under the Credit  Agreement,  (b) with  respect to any  Grantor,  at the
address  then in effect  for the giving of  notices  to such  Grantor  under the
Facility  Guaranty  to  which  it is a  party,  and  (c)  with  respect  to  the
Administrative  Agent  or  a  Lender,  at  the  Administrative  Agent's  address
indicated in Section 13.2 of the Credit  Agreement.  All such  addresses  may be
modified,  and all such  notices  shall  be given  and  shall be  effective,  as
provided in Section 13.2 of the Credit Agreement.

     27.  Rules of  Interpretation.  The rules of  interpretation  contained  in
Sections  1.2(c) through 1.2(l) of the Credit  Agreement  shall be applicable to
this  Security  Agreement  and  are  hereby   incorporated  by  reference.   All
representations  and warranties  contained  herein shall survive the delivery of
documents and any extension of credit referred to herein or secured hereby.

     28. Governing Law; Waivers.

          (a) THIS  SECURITY  AGREEMENT  SHALL BE GOVERNED BY, AND  CONSTRUED IN
     ACCORDANCE  WITH,  THE LAWS OF THE STATE OF NORTH  CAROLINA  APPLICABLE  TO
     CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE; PROVIDED THAT
     (i) WITH RESPECT TO THOSE INSTANCES IN WHICH THE APPLICABLE  CHOICE OF LAWS
     RULES OF SUCH STATE,  INCLUDING  SECTION 9-103 OF THE UCC, REQUIRE THAT THE
     MANNER OF CREATION OF A SECURITY  INTEREST  IN SPECIFIC  COLLATERAL  OR THE
     MANNER OR EFFECT OF  PERFECTION  OR  NONPERFECTION  OR THE RULES  GOVERNING
     PRIORITY  OF SECURITY  INTERESTS  ARE TO BE GOVERNED BY THE LAWS OF ANOTHER
     JURISDICTION,  THEN THE LAWS OF SUCH OTHER  JURISDICTION  SHALL GOVERN SUCH
     MATTERS,  (ii) EACH CONTROL  AGREEMENT  (INCLUDING EACH QUALIFYING  CONTROL
     AGREEMENT) APPLICABLE TO ANY SECURITIES ACCOUNT OR DEPOSIT ACCOUNT SHALL BE
     GOVERNED  BY THE  LAWS  OF  THE  JURISDICTION  SPECIFIED  IN  SUCH  CONTROL
     AGREEMENT,  OR  OTHERWISE BY THE LAWS OF THE  JURISDICTION  THAT GOVERN THE
     SECURITIES  ACCOUNT OR DEPOSIT  ACCOUNT  TO WHICH  SUCH  CONTROL  AGREEMENT
     RELATES, AND (iii) IN THOSE INSTANCES IN WHICH THE LAWS OF THE JURISDICTION
     IN WHICH COLLATERAL IS LOCATED GOVERN MATTERS PERTAINING TO THE METHODS AND
     EFFECT OF  REALIZING  ON  COLLATERAL,  SUCH LAWS SHALL BE GIVEN EFFECT WITH
     RESPECT TO SUCH MATTERS.

                                      J-19
<PAGE>

          (b) EACH GRANTOR HEREBY EXPRESSLY AND IRREVOCABLY  AGREES AND CONSENTS
     THAT ANY SUIT,  ACTION OR  PROCEEDING  ARISING  OUT OF OR  RELATING TO THIS
     SECURITY  AGREEMENT  AND  THE  TRANSACTIONS   CONTEMPLATED  HEREIN  MAY  BE
     INSTITUTED  IN  ANY  STATE  OR  FEDERAL  COURT  SITTING  IN THE  COUNTY  OF
     MECKLENBURG,  STATE OF NORTH CAROLINA, UNITED STATES OF AMERICA AND, BY THE
     EXECUTION AND DELIVERY OF THIS  SECURITY  AGREEMENT,  EXPRESSLY  WAIVES ANY
     OBJECTION  THAT IT MAY HAVE NOW OR  HEREAFTER TO THE LAYING OF THE VENUE OR
     TO THE JURISDICTION OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND IRREVOCABLY
     SUBMITS GENERALLY AND UNCONDITIONALLY TO THE JURISDICTION OF ANY SUCH COURT
     IN ANY SUCH SUIT, ACTION OR PROCEEDING.

          (c)  EACH  GRANTOR  AGREES  THAT  SERVICE  OF  PROCESS  MAY BE MADE BY
     PERSONAL  SERVICE OF A COPY OF THE  SUMMONS  AND  COMPLAINT  OR OTHER LEGAL
     PROCESS  IN ANY SUCH  SUIT,  ACTION  OR  PROCEEDING,  OR BY  REGISTERED  OR
     CERTIFIED  MAIL (POSTAGE  PREPAID) TO THE ADDRESS OF SUCH PARTY PROVIDED IN
     SECTION  26 OR BY ANY  OTHER  METHOD  OF  SERVICE  PROVIDED  FOR  UNDER THE
     APPLICABLE LAWS IN EFFECT IN THE STATE OF NORTH CAROLINA.

          (d) NOTHING  CONTAINED IN SUBSECTIONS (b) OR (c) HEREOF SHALL PRECLUDE
     ANY GRANTOR FROM BRINGING ANY SUIT, ACTION OR PROCEEDING  ARISING OUT OF OR
     RELATING TO THIS  SECURITY  AGREEMENT  OR THE OTHER LOAN  DOCUMENTS  IN THE
     COURTS OF ANY PLACE WHERE ANY OTHER PARTY OR ANY OF SUCH  PARTY'S  PROPERTY
     OR  ASSETS  MAY BE  FOUND  OR  LOCATED.  TO  THE  EXTENT  PERMITTED  BY THE
     APPLICABLE LAWS OF ANY SUCH  JURISDICTION,  EACH GRANTOR HEREBY IRREVOCABLY
     SUBMITS TO THE  JURISDICTION  OF ANY SUCH COURT AND  EXPRESSLY  WAIVES,  IN
     RESPECT OF ANY SUCH SUIT,  ACTION OR PROCEEDING,  THE  JURISDICTION  OF ANY
     OTHER COURT OR COURTS WHICH NOW OR  HEREAFTER,  BY REASON OF ITS PRESENT OR
     FUTURE DOMICILE, OR OTHERWISE, MAY BE AVAILABLE UNDER APPLICABLE LAW.

          (e) IN ANY  ACTION OR  PROCEEDING  TO  ENFORCE OR DEFEND ANY RIGHTS OR
     REMEDIES  UNDER OR RELATED TO THIS  SECURITY  AGREEMENT  OR ANY  AMENDMENT,
     INSTRUMENT,  DOCUMENT OR  AGREEMENT  DELIVERED OR THAT MAY IN THE FUTURE BE
     DELIVERED IN CONNECTION  WITH THE FOREGOING,  EACH PARTY HEREBY AGREES,  TO
     THE EXTENT  PERMITTED BY APPLICABLE LAW, THAT ANY SUCH ACTION OR PROCEEDING
     SHALL BE TRIED  BEFORE A COURT AND NOT BEFORE A JURY AND  HEREBY  EXPRESSLY
     WAIVES,  TO THE EXTENT  PERMITTED BY APPLICABLE  LAW, ANY RIGHT SUCH PERSON
     MAY HAVE TO TRIAL BY JURY IN ANY SUCH ACTION, SUIT OR PROCEEDING.

                                      J-20
<PAGE>

          (f) EACH GRANTOR  HEREBY  EXPRESSLY  WAIVES ANY  OBJECTION IT MAY HAVE
     THAT ANY COURT TO WHOSE JURISDICTION IT HAS SUBMITTED PURSUANT TO THE TERMS
     HEREOF IS AN INCONVENIENT FORUM.

                            [Signature pages follow]

                                      J-21
<PAGE>

     IN WITNESS WHEREOF,  the parties have duly executed this Security Agreement
on the day and year first written above.

                                    GRANTORS

                                    PEPSI AMERICA, INC.


                                    By:_________________________________________
                                    Name:_______________________________________
                                    Title:______________________________________


                                   DAKBEV, LLC

                                    By:_________________________________________
                                    Name:_______________________________________
                                    Title:______________________________________


                             Signature Page 1 of 2
<PAGE>



                                    ADMINISTRATIVE AGENT:

                                    BANK OF AMERICA, N. A., as Administrative
                                    Agent for the Lenders

                                    By:_________________________________________
                                    Name:_______________________________________
                                    Title:______________________________________

                             Signature Page 2 of 2
<PAGE>


                                   SCHEDULE 1

     For purposes of this Security  Agreement,  a "Qualifying Control Agreement"
shall mean each of the following, as applicable to the respective items or types
of property in which the Grantor now has or may hereafter acquire an interest:

          (a) With respect to  Investment  Property  credited to any  securities
     account,  an agreement executed by the applicable  securities  intermediary
     substantially  in the form of Schedule  1-A hereto or in such other form as
     may be consented to by the Administrative Agent in its discretion;

          (b) With  respect to deposit  accounts or tangible  personal  property
     Collateral in the  possession,  custody or control of any  warehouseman  or
     other bailee,  an acknowledgment  and agreement  executed by the depositary
     institution  or bailee (each, a  "Custodian"),  as the case may be, in form
     and  substance  acceptable  to the  Administrative  Agent  and in which the
     Custodian (i) acknowledges the Lien created  hereunder (and, in the case of
     any Custodian of tangible personal property, that such Custodian holds such
     Collateral  for the  Administrative  Agent for the  benefit of the  Secured
     Parties),  (ii) agrees to discontinue accepting requests or demands from or
     on behalf of the  applicable  Grantor  for access to or  possession  of any
     Collateral  of  which it is  Custodian  upon  receipt  of  notice  from the
     Administrative Agent that a Default or Event of Default has occurred and is
     continuing  (a  "Default  Notice"),  until such time as the  Administrative
     Agent may furnish it with a subsequent notice that such Default or Event of
     Default has been cured or waived,  (iii) agrees to make the  Collateral  of
     which it is Custodian available to the Administrative  Agent at the request
     of the  Administrative  Agent,  without  requiring further consent from the
     Grantor,  following  receipt of any Default Notice from the  Administrative
     Agent,  (iv) agrees that it will not consent to or acknowledge  any Lien on
     Collateral of which it is Custodian in favor of any other Person and, as to
     Deposit Accounts only,  agrees that it will not permit any withdrawals from
     such deposit  accounts,  until it receives  notice from the  Administrative
     Agent that all Liens on such  Collateral  in favor of the  Secured  Parties
     have been released or terminated, (v) agrees to waive or subordinate to the
     Lien conferred hereunder,  on terms acceptable to the Administrative Agent,
     any lien,  claim,  or right of setoff or recoupment  (whether  statutory or
     consensual) in favor of the Custodian on any of the  Collateral;  provided,
     however,  deposit account Custodians may retain a prior Lien solely for the
     payment of routine deposit account  maintenance and activity  charges,  and
     (vi) in the case of any  warehouseman or other bailee of tangible  personal
     property collateral, agrees to deliver (and accompanies such agreement with
     any then existing) warehouse receipts or other Documents pertaining to such
     Collateral ;

          (c)  With  respect  to  letter  of  credit  rights   (including  those
     constituting  Supporting  Obligations),  an acknowledgment and agreement of
     the  issuer  (the  "Issuer")  of the  related  letter of credit in form and
     substance  acceptable to the  Administrative  Agent and in which the Issuer
     (i)  acknowledges the Lien in favor of the  Administrative  Agent conferred
     hereunder in proceeds of drawings under the related letter of credit,  (ii)
     agrees that it will not  acknowledge  any Lien in favor of any other Person
     on letter of credit rights until it receives notice from the Administrative
     Agent that all Liens on such  Collateral  in favor of the  Secured  Parties
     have been released or terminated,  and (iii) to the extent not inconsistent
     with the express  terms of the related  letter of credit,  agrees that upon
     receipt of notice  from the  Administrative  Agent that an Event of Default
     has  occurred  and is  continuing,  it will make all  payments  of drawings
     honored  by it under the  related  letter  of credit to the  Administrative
     Agent,  notwithstanding any contrary instruction received from the Grantor;
     and

                                      A-1
<PAGE>

          (d) With  respect  to any  Investment  Property  (x) that is not (i) a
     certificated  security  or  (ii) a  security  entitlement  maintained  in a
     securities  account and (y) as to which a registrar (the  "Registrar")  has
     been or is at any time  appointed  to maintain  records for the registry of
     the  ownership  or transfer of ownership of such  Investment  Property,  an
     acknowledgment  and  agreement  of the  Registrar  in  form  and  substance
     acceptable  to the  Administrative  Agent  and in which the  Registrar  (i)
     acknowledges  that the  Grantor is at the date of such  acknowledgment  the
     sole record  and,  to its  knowledge,  beneficial  owner of the  Investment
     Property,  (ii) acknowledges the Lien in favor of the Administrative  Agent
     conferred  hereunder  and that such Lien will be  reflected on the registry
     for such  Investment  Property,  (iii) agrees that it will not register any
     transfer  of  such  Investment   Property  nor  register,   consent  to  or
     acknowledge  any Lien in  favor  of any  other  Person  on such  Investment
     Property,  without the prior written consent of the Administrative Agent in
     each instance,  until it receives notice from the Administrative Agent that
     all Liens on such  Collateral  in favor of the  Secured  Parties  have been
     released or  terminated,  and (iv) agrees that upon  receipt of notice from
     the  Administrative  Agent that an Event of  Default  has  occurred  and is
     continuing and that the Investment  Property identified in such notice have
     been  transferred to a transferee  identified in such notice,  it will duly
     record such transfer of  Investment  Property on the  appropriate  registry
     without  requiring  further  consent from the Grantor and shall  thereafter
     treat  such  transferee  as the sole  record and  beneficial  owner of such
     Investment Property pending further transfer,  notwithstanding any contrary
     instruction received from the Grantor.

                                      A-2
<PAGE>



                                  SCHEDULE 1-A

                            ACCOUNT CONTROL AGREEMENT

     Bank of America,  N.A.,  as  Administrative  Agent (in such  capacity,  the
"Administrative  Agent") for the Lenders (the "Lenders"  and,  together with the
Administrative Agent, the "Secured Parties") under that certain Credit Agreement
dated as of October 15, 1999 (as amended,  supplemented or restated from time to
time, the "Credit Agreement") among the Administrative  Agent, the Lenders,  and
________________  ("Debtor"),  the  undersigned  Broker-Dealer  ("Broker"),  and
Debtor hereby agree as follows:

                                    PREAMBLE:

     1. Broker has  established a securities  account  number  __________ in the
name of Debtor (the "Account").

     2. Debtor has granted the  Administrative  Agent a security interest in the
Account for the benefit of the Secured Parties pursuant to agreement.

     3. Administrative Agent, Debtor and Broker are entering into this Agreement
to provide for the control of the Account and to perfect the  security  interest
of Administrative Agent in the Account.

                                     TERMS:

     Section  1.  The  Account.   Broker  hereby   represents  and  warrants  to
Administrative Agent and Debtor that (a) the Account has been established in the
name of Debtor as recited above, (b) Exhibit A hereto is a complete and accurate
statement of the Account and the financial  assets carried  therein and any free
credit balance thereunder as of the date thereof, (c) Exhibit A does not reflect
any financial assets which are registered in the name of Debtor,  payable to its
order, or specially endorsed to it, which have not been endorsed to Broker or in
blank, (d) the security entitlements arising out of the financial assets carried
in the  Account  and such free  credit  balance  are valid and  legally  binding
obligations  of  Broker,   and  (e)  except  for  the  claims  and  interest  of
Administrative Agent and Debtor in the Account (subject to any claim in favor of
Broker  permitted  under  Section  2),  Broker  does not know any of claim to or
interest in Account. Broker will treat all property held by it in the Account as
financial assets under Article 8 of the Uniform  Commercial Code of the State of
_________________ (the "State").

                                      A-3
<PAGE>

     Section 2.  Priority  of Lien.  Broker  hereby  acknowledges  the  security
interest granted to Administrative  Agent for the benefit of the Secured Parties
by Debtor. Broker hereby confirms that the Account is a cash account and that it
will not advance any margin or other credit to Debtor  therein,  either directly
by  executing  purchase  orders in excess of any credit  balance or money market
mutual funds held in the Account,  executing  sell orders on securities not held
in the Account,  or by allowing  Debtor to trade in instruments  such as options
and commodities  contracts that create similar obligations,  nor hypothecate any
securities carried in the Account. Broker hereby subordinates, to Administrative
Agent's  security  interest in the Account and to the payment and performance of
all  obligations and liabilities of Debtor to any of the Secured Parties secured
by the  Account,  all  liens,  encumbrances,  claims  and  rights  of  setoff or
recoupment  it may have  against the Account or any  property in the Account and
agrees that,  except for payment of its customary fees and commissions  pursuant
to  its  agreement  with  Debtor   pertaining  to  the  Account  (the  "Customer
Agreement") and for payment of the purchase price of property  purchased for the
Account in  compliance  with this  Agreement,  it will not assert any such lien,
encumbrance,  claim or right against the Account or any property in the Account.
In the event that,  notwithstanding  the foregoing  subordination,  Broker shall
receive any cash or other property in respect of any subordinated  claim,  lien,
or  right,  Broker  shall  hold  such  cash  or  other  property  in  trust  for
Administrative  Agent and,  pending delivery  thereof to  Administrative  Agent,
maintain such cash or other  property in a segregated  account.  Broker will not
agree with any third  party that Broker  will  comply  with  entitlement  orders
concerning the Account  originated by such third party without the prior written
consent of Administrative Agent and Debtor.

     Section 3. Control.  Broker will comply with entitlement  orders originated
by  Administrative  Agent  concerning  the Account  without  further  consent by
Debtor.  Except as otherwise provided in Section 2 above and 4 below, Broker may
make trades of financial  assets held in the Account at the direction of Debtor,
or his authorized representatives, and comply with entitlement orders concerning
the Account from Debtor, or its authorized  representatives,  until such time as
Administrative  Agent  delivers a written  notice to Broker that  Administrative
Agent is thereby exercising exclusive control over the Account.  Such notice may
be referred to herein as the "Notice of Exclusive Control."

     After Broker receives the Notice of Exclusive Control,  it will immediately
cease  complying  with  entitlement  orders or other  directions  concerning the
Account originated by Debtor or its representatives.

     Section 4. No  Withdrawals.  Notwithstanding  the  provisions  of Section 3
above,  Broker shall neither accept nor comply with any  entitlement  order from
Debtor  withdrawing  any financial  assets from the Account nor deliver any such
financial  assets (or dividends or income  received in respect of such property)
to Debtor nor pay any free credit  balance or other  amount owing from Broker to
Debtor with respect to the Account without the specific prior written consent of
Administrative  Agent,  except that until Broker  receives a Notice of Exclusive
Control, Broker may distribute to Debtor all interest and regular cash dividends
received in respect of property in the Account.

     Section 5. Statements,  Confirmations and Notices of Adverse Claims. Broker
will  send  copies of all  statements,  confirmations  and other  correspondence
concerning the Account simultaneously to each of Debtor and Administrative Agent
at the address set forth in the heading of this Agreement. If any person asserts
any lien,  encumbrance  or claim in or against the  Account or in any  financial
asset carried therein  adverse to Debtor or  Administrative  Agent,  Broker will
promptly notify Administrative Agent and Debtor thereof.

                                      A-4
<PAGE>

     Section 6. Responsibility of Broker.  Except for permitting a withdrawal or
payment in violation  of Section 4 above or advancing  margin or other credit to
Debtor in violation of Section 2 above,  Broker shall have no  responsibility or
liability to Administrative  Agent for making trades of financial assets held in
the Account at the direction of Debtor,  or his authorized  representatives,  or
complying with  entitlement  orders  concerning the Account from Debtor,  or his
authorized representatives,  which are received by Broker before Broker receives
a Notice of Exclusive Control.  Broker shall have no responsibility or liability
to Debtor for  complying  with a Notice of Exclusive  Control or complying  with
entitlement  orders concerning the Account  originated by Administrative  Agent.
Broker shall have no duty to investigate or make any determination as to whether
a default  exists  under the Credit  Agreement  or any other  agreement  between
Debtor and any Secured Party and shall comply with a Notice of Exclusive Control
even if it believes that no such default exists.  This Agreement does not create
any obligation or duty of Broker other than those expressly set forth herein.

     Section 7. Tax  Reporting.  All items of income,  gain,  expense,  and loss
recognized in the Account shall be reported to the Internal  Revenue Service and
all state and local taxing authorities under the name of taxpayer identification
number of Debtor.

     Section 8.  Customer  Agreement.  In the event of a conflict  between  this
Agreement and any other agreement  between the Broker and the Debtor,  the terms
of this Agreement will prevail.  Regardless of any provision in such  agreement,
the State  shall be deemed to be  Broker's  location  for the  purposes  of this
Agreement and the perfection  and priority of  Administrative  Agent's  security
interest in the Account.

     Section  9.   Termination.   The  rights  and  powers   granted  herein  to
Administrative Agent have been granted in order to perfect its security interest
for the benefit of the Secured  Parties in the Account,  are powers coupled with
an interest and will neither be affected by the death, dissolution or insolvency
of Debtor nor by the lapse of time.  The  obligations  and  agreements of Broker
under  Section 2, 3, 4 and 5 above shall  continue in effect  until the security
interest  of  Administrative  Agent  in the  Account  has  been  terminated  and
Administrative  Agent has notified Broker of such  termination in writing.  Upon
receipt of such notice the  obligations  of Broker  under  Section 2, 3, 4 and 5
above with respect to the  operation  and  maintenance  of the Account after the
receipt of such  notice  shall  terminate,  Administrative  Agent  shall have no
further right to originate  entitlement orders concerning the Account and Broker
may take such steps as Debtor may request to vest full  ownership and control of
Account  in  Debtor  including,  but not  limited  to,  transferring  all of the
financial  assets  and credit  balances  in the  Account  to another  securities
account  in the name of  Debtor  or its  designee.  Broker  may  terminate  this
Agreement  only upon not less than  thirty (30) days'  prior  written  notice to
Administrative Agent.

     Section 10. This  Agreement.  This  Agreement,  the  schedules and exhibits
hereto and the agreements and instruments  required to be executed and delivered
hereunder  set forth the entire  agreement  of the parties  with  respect to the
subject matter hereof and supersede and discharge all prior agreements  (written
or oral) and negotiations  and all  contemporaneous  oral agreements  concerning
such subject matter and negotiations.  There are no oral conditions precedent to
the effectiveness of this Agreement.

     Section 11. Amendments.  No amendment,  modification or termination of this
Agreement or waiver of any right  hereunder shall be binding on any party hereto
unless it is in writing and is signed by the party to be charged.

                                      A-5
<PAGE>

     Section  12.  Severability.  If any  term or  provision  set  forth in this
Agreement shall be invalid or unenforceable, the remainder of this Agreement, or
the application of such terms or provisions to persons or  circumstances,  other
than those to which it is held invalid or  unenforceable,  shall be construed in
all respects as if such invalid or unenforceable term or provision were omitted.

     Section 13. Successors.  The terms of this Agreement shall be binding upon,
and shall  inure to the  benefit  of, the  parties  hereto and their  respective
corporate successors or heirs and personal representatives, and the assignees of
any Secured Party.

     Section 14. Rules of Construction. In this Agreement, words in the singular
number include the plural, and in the plural include the singular;  words of the
masculine  gender  include the  feminine  and the neuter,  and when the sense so
indicates  words of the neuter  gender may refer to any gender and the word "or"
is disjunctive, but not exclusive. The captions and section numbers appearing in
this Agreement are inserted only as a matter of convenience. They do not define,
limit or describe the scope or intent of the provisions of this Agreement.

     Section 15. Notices. Any notice, request or other communication required or
permitted  to be given  under this  Agreement  shall be in writing and deemed to
have been properly given when  delivered in person,  or when sent by telecopy or
other  electronic  means and  electronic  confirmation  of error free receipt is
received or two days after being sent by certified or  registered  United States
mail, return receipt requested,  postage prepaid,  addressed to the party at the
address  set  forth  immediately  following  the  signature  of  its  authorized
representative  set forth below. Any party may change his address for notices in
the manner set forth above.

     Section 16. Financial Assets.  All property credited to the Account will be
treated as financial  assets under Article 8 of the Uniform  Commercial  Code of
the State.

     Section 17.  Counterparts.  This Agreement may be executed in any number of
counterparts, all of which shall constitute one and the same instrument, and any
party hereto may execute this  Agreement by signing and  delivering  one or more
counterparts.

     Section 18. Choice of Law. The parties  hereto agree that certain  material
events,   occurrences  and  transactions  relating  to  this  Agreement  bear  a
reasonable  relationship  to the State.  The validity,  terms,  performance  and
enforcement of this Agreement shall be governed by those laws of the State which
are  applicable  to agreements  which are  negotiated,  executed,  delivered and
performed solely in the State.

                                  SIGNATURES:

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

                                  By:______________________________________
                                  Name:____________________________________
                                  Title:___________________________________

                                  Address for Notices:
                                  Fax: (    ) ____ - ________


                                  DEBTOR:


                                  By:______________________________________
                                  Name:____________________________________
                                  Title:___________________________________

                                  Address for Notices:
                                  Fax: (    ) ____ - ________


                                  [BROKER NAME]


                                  By:______________________________________
                                  Name:____________________________________
                                  Title:___________________________________

                                  Address for Notices:
                                  Fax: (    ) ____ - ________

                                      A-7
<PAGE>



                                  SCHEDULE 7(f)

                               Grantor Information

<TABLE>
<CAPTION>
      I.           II.                III.               IV.            V.                    VI.                     VII.
                                                                   Collateral       Name and Address         Relationship of
                                                                   Locations (and   of Owner of              Persons lised in VI to
              Jurisdiction of   Address of Chief                   Type             Collateral Location      Grantor (e.g., lessor,
Name          Formation         Executive Office    Trade Styles   of Collateral)   (if other than Grantor   warehousemen)
----          ---------         ----------------    ------------   --------------   -----------------------  ----------------------
<S>           <C>               <C>                 <C>            <C>              <C>                      <C>

</TABLE>


<PAGE>

                                  SCHEDULE 9(e)

                               Investment Property

<TABLE>
<CAPTION>
                               Securities Accounts                      Other Investment Property
                               -------------------                      -------------------------

<S>          <C>                      <C>                  <C>              <C>                   <C>
             Name and Address of      Securities Account   Name and Type    Quantity of Shares    Certificate
             Securities Intermediary  Number               of Issuer        or Other Interest     Number(s)

Grantor

</TABLE>

<PAGE>


                                  SCHEDULE 9(f)

                                Deposit Accounts

<TABLE>
<CAPTION>
                               Name and Address of Depository                         Certificate of Deposit No.
Grantor                        Depository Institution              Account No.              (if applicable)

<S>                            <C>                                 <C>                <C>

</TABLE>


<PAGE>


                                 SCHEDULE 9(i)

                             Commercial Tort Claims

Grantor         Adverse Party(ies)          Nature of Claim      Status of Claim


<PAGE>



                                    EXHIBIT K

                           [Form of Pledge Agreement]

                           SECURITIES PLEDGE AGREEMENT
                                   (Borrower)

     THIS  SECURITIES  PLEDGE  AGREEMENT  (this "Pledge  Agreement") is made and
entered  into as of this 15 day of  October,  1999 by and  among  PEPSIAMERICAS,
INC.,  a Delaware  corporation  and  DAKBEV,  LLC, a limited  liability  company
organized  under  the  laws  of  Delaware   (individually,   the  "Pledgor"  and
collectively,  the  "Pledgors") and BANK OF AMERICA,  N. A., a national  banking
association,  as  Administrative  Agent  (as  defined  in the  Credit  Agreement
referred to below) for each of the  Lenders (as defined in the Credit  Agreement
referred to below and,  collectively with the Administrative Agent, the "Secured
Parties") now or hereafter party to the Credit Agreement (as defined below). All
capitalized  terms  used  but  not  otherwise  defined  herein  shall  have  the
respective meanings assigned thereto in the Credit Agreement.

                              W I T N E S S E T H:

     WHEREAS,  the  Secured  Parties  have  agreed to provide to the  Pledgors a
revolving  credit  facility  with a letter  of  credit  sublimit  and term  loan
facilities  pursuant to the Credit  Agreement dated as of October 15, 1999 among
the  Pledgors,  the  Administrative  Agent and the Lenders (as from time to time
amended, revised, modified,  supplemented,  or amended and restated, the "Credit
Agreement"); and

     WHEREAS,  as  collateral  security for the payment and  performance  of its
Obligations,  each Pledgor is willing to pledge and grant to the  Administrative
Agent for the benefit of the Secured  Parties a security  interest in (i) 65% of
the Voting Securities and 100% of the other Subsidiary Securities of each of its
Direct Foreign  Subsidiaries,  and (ii) all of the Subsidiary  Securities of all
other  Subsidiaries,  in each case, whether now existing or hereafter created or
acquired (collectively,  the "Pledged Interests"), and certain related property,
including without  limitation the Pledged Interests more particularly  described
on Schedule I hereto (such  Subsidiaries,  together with all other  Subsidiaries
whose  Subsidiary  Securities  may be  required  to be  subject  to this  Pledge
Agreement from time to time, are  hereinafter  referred to  collectively  as the
"Pledged Subsidiaries"); and

     WHEREAS,  the Lenders are unwilling to enter into the Loan Documents unless
each Pledgor enters into this Stock Pledge Agreement;

     NOW,  THEREFORE,  in order to induce the Secured  Parties to enter into the
Loan Documents and to make the credit facilities  provided for therein available
to or for the account of the Pledgors,  and in consideration of the premises and
the mutual covenants contained herein, the parties hereto agree as follows:


                                      K-2
<PAGE>


1.   Pledge of Pledged Interests; Other Collateral.

          (a) As  collateral  security for the payment and  performance  by each
     Pledgor  of  its  now  or  hereafter  existing  Obligations  (the  "Secured
     Obligations"), the Pledgors hereby grant, pledge and collaterally assign to
     the  Administrative  Agent for the benefit of the  Secured  Parties a first
     priority  security  interest in all of the  following  items of property in
     which it now has or may at any time  hereafter  acquire  an  interest,  and
     wheresoever located:

               (i) the Pledged Interests; and

               (ii) all cash, securities,  dividends, rights, and other property
     at any time and from time to time (x) declared or distributed in respect of
     or in exchange for or on conversion of any Pledged Interest,  or (y) by its
     or their terms  exchangeable  or exercisable  for or  convertible  into any
     Pledged Interest; and

               (iii)   all   other   property   hereafter   delivered   to   the
     Administrative  Agent in  substitution  for or as an addition to any of the
     foregoing,  and all certificates and instruments representing or evidencing
     such property, all security entitlements constituting any Pledged Interest,
     and all securities accounts to which may at any time be credited any or all
     of the Pledged Interests; and

               (iv) all proceeds of any of the foregoing.

All  such  Pledged  Interests,  certificates,   instruments,  cash,  securities,
interests,  dividends,  rights and other  property  referred  to in clauses  (i)
through  (iv) of this  Section  1 are  herein  collectively  referred  to as the
"Collateral."

          (b)  Subject to Section  10(a),  each  Pledgor  agrees to deliver  all
     certificates, instruments or other documents representing any Collateral to
     the Administrative Agent at such location as the Administrative Agent shall
     from time to time  designate by written  notice  pursuant to Section 23 for
     its  custody  at all times  until  termination  of this  Pledge  Agreement,
     together with such  instruments  of assignment and transfer as requested by
     the Administrative Agent.

          (c)  Each  Pledgor  agrees  to  execute  and  deliver,  or cause to be
     executed and delivered by other Persons,  at Pledgor's  expense,  all share
     certificates, documents, instruments, agreements, financing statements (and
     amendments  thereto  and  continuations  thereof),   assignments,   control
     agreements,  or other writings as the Administrative Agent may request from
     time to time to carry out the terms of this Pledge  Agreement or to protect
     or enforce the  Administrative  Agent's Lien and  security  interest in the
     Collateral hereunder granted to the Administrative Agent for the benefit of
     the Secured  Parties and further agrees to do and cause to be done upon the
     Administrative Agent's request, at Pledgor's expense, all things determined
     by the  Administrative  Agent to be  necessary  or advisable to perfect and
     keep in full force and effect the Lien in the Collateral  hereunder granted
     to the  Administrative  Agent  for  the  benefit  of the  Secured  Parties,
     including  the  prompt  payment  of all  out-of-pocket  fees  and  expenses
     incurred in  connection  with any filings  made to perfect or continue  the
     Lien and security interest in the Collateral  hereunder granted in favor of
     the  Administrative  Agent for the  benefit of the  Secured  Parties.  Each
     Pledgor hereby irrevocably  authorizes the Administrative  Agent to execute
     and file,  with or if permitted by applicable  law without the signature of
     the Pledgors,  all such financing  statements  and  amendments  thereto and
     continuations  thereof reflecting  Administrative Agent as "debtor" and the
     Administrative Agent as "secured party," as the Administrative Agent may at
     any time deem  necessary  or  advisable  to carry out the  purposes of this
     Pledge Agreement.

                                      K-2
<PAGE>

          (d) All filing fees, advances, charges, costs and expenses,  including
     reasonable attorneys' fees, incurred or paid by the Administrative Agent or
     any Lender in  exercising  any  right,  power or remedy  conferred  by this
     Pledge Agreement, or in the enforcement thereof, shall become a part of the
     Secured   Obligations   secured   hereunder   and  shall  be  paid  to  the
     Administrative Agent for the benefit of the Secured Parties by the Pledgors
     immediately upon demand therefor, and any amounts not so paid on demand (in
     addition to other rights and remedies resulting from such nonpayment) shall
     bear  interest  from the date of demand  until paid in full at the  Default
     Rate.

          (e) Each  Pledgor  agrees to register and cause to be  registered  the
     interest  of the  Administrative  Agent,  for the  benefit  of the  Secured
     Parties,   in  the  Collateral  on  its  own  books  and  records  and  the
     registration books of each of the Pledged Subsidiaries.

     2. Status of Pledged Interests.  Each Pledgor hereby  represents,  warrants
and covenants to the Administrative Agent for the benefit of the Secured Parties
that:

          (a) All of the Pledged Interests are and shall at all times be validly
     issued and outstanding, fully paid and nonassessable and constitute (i) 65%
     of the  issued  and  outstanding  Voting  Securities  and 100% of the other
     issued  and  outstanding  Subsidiary  Securities  of  each  Direct  Foreign
     Subsidiary and (ii) all of the issued and outstanding Subsidiary Securities
     of all  other  Domestic  Subsidiaries,  and  are  accurately  described  on
     Schedule I.

          (b) The Pledgor is and shall at all times be the sole  registered  and
     record and beneficial owner of the Pledged Interests, free and clear of all
     Liens,  charges,  equities,  encumbrances  and  restrictions  on  pledge or
     transfer  (other  than the pledge  hereunder  and  applicable  restrictions
     pursuant to federal and state and applicable foreign securities laws).

          (c) At no time shall any Pledged  Interests  (i) be held or maintained
     in the form of a security entitlement or credited to any securities account
     and (ii) which  constitute a "security" (or as to which the related Pledged
     Subsidiary has elected to have treated as a "security")  under Article 8 of
     the Uniform  Commercial Code of the State of North Carolina or of any other
     jurisdiction whose laws may govern (the "UCC") be maintained in the form of
     uncertificated  securities.  With  respect  to Pledged  Interests  that are
     "securities"  under the UCC,  or as to which the issuer has  elected at any
     time to have such  interests  treated as  "securities"  under the UCC, such
     Pledged Interests are, and shall at all times be,  represented by the share
     certificates listed on Schedule I hereto,  which share  certificates,  with
     stock powers duly executed in blank by the Pledgor,  have been delivered to
     the Administrative Agent or are being delivered to the Administrative Agent
     simultaneously  herewith or, in the case of Additional Interests as defined
     in Section 22, shall be  delivered  pursuant to Section 22. With respect to
     Pledged  Interests  that  are  not  "securities"  under  the  UCC  and  the
     applicable  Pledged  Subsidiary  has not  elected  to have  such  interests
     treated as  "securities"  under the UCC,  the  Pledgor  has  simultaneously
     herewith delivered to the Administrative Agent (or has previously delivered
     to the  Administrative  Agent or, in the case of  Additional  Interests  as
     defined in Section  22,  shall  deliver  pursuant  to Section 22) a control
     agreement  (or  appropriate   amendments  thereto)  duly  executed  by  the
     Registrar  of the  applicable  Pledged  Subsidiary,  in form and  substance
     acceptable  to the  Administrative  Agent  and in which the  Registrar  (A)
     acknowledges  that the  Pledgor is at the date of such  acknowledgment  the
     sole  record,  and to  its  knowledge,  beneficial  owner  of  the  Pledged
     Interests,  (B) acknowledges the Lien in favor of the Administrative  Agent
     for the benefit of the Secured  Parties  conferred  hereunder and that such
     Lien will be reflected on the  registry  for such  Pledged  Interests,  (C)
     agrees that it will not consent to,  effect,  acknowledge  or register  any
     transfer of such Pledged  Interests nor acknowledge or register any Lien in
     favor of any other  Person on such  Pledged  Interests,  without  the prior
     written  consent of the  Administrative  Agent in each  instance,  until it
     receives  notice  from the  Administrative  Agent  that  all  Liens on such
     Collateral  in  favor  of  the  Secured   Parties  have  been  released  or
     terminated,   and  (D)  agrees  that  upon   receipt  of  notice  from  the
     Administrative  Agent  that  an  Event  of  Default  has  occurred  and  is
     continuing  and that the Pledged  Interests  identified in such notice have
     been transferred to a transferee  (including any Secured Party)  identified
     in such notice, it will duly record such transfer of such Pledged Interests
     on the  appropriate  registry  without  requiring  further consent from the
     Pledgor and shall  thereafter  treat the  transferee as the sole record and
     beneficial owner of such Pledged  Interests  pending further  transfer,  in
     each  case  notwithstanding  any  contrary  instruction  received  from the
     Pledgor.  In addition,  with respect to all Pledged Interests,  the Pledgor
     has simultaneously  herewith delivered to the Administrative  Agent (or has
     previously  delivered  to the  Administrative  Agent  or,  in the  case  of
     Additional   Interests  shall  deliver  pursuant  to  Section  22)  Uniform
     Commercial  Code  financing   statements  on  Form  UCC-1  (or  appropriate
     amendments  thereto)  duly  executed  by or on  behalf  of the  Pledgor  as
     "debtor" and naming the Administrative Agent for the benefit of the Secured
     Parties as "secured party," in form, substance and number sufficient in the
     reasonable  opinion  of the  Administrative  Agent  to be  filed in all UCC
     filing  offices and in all  jurisdictions  in which  filing is necessary or
     advisable to perfect in favor of the  Administrative  Agent for the benefit
     of the Secured  Parties the Lien on such Pledged  Interests,  together with
     all required filing fees. Without limiting the foregoing provisions of this
     Section 2(c),  with respect to any Pledged  Interests  issued by any Direct
     Foreign Subsidiary,  Pledgor shall deliver or cause to be delivered, (i) in
     addition to or in  substitution  for all or any of the foregoing  items, as
     the Administrative  Agent may elect, such other instruments,  certificates,
     agreements,  notices, filings, and other documents, and take or cause to be
     taken such other action,  as the  Administrative  Agent may determine to be
     necessary or advisable  under the laws of the  jurisdiction of formation of
     such Direct Foreign  Subsidiary,  to grant,  perfect and protect as a first
     priority lien in such Collateral in favor of the  Administrative  Agent for
     the benefit of the Lenders,  and (ii) an opinion of counsel  acceptable  in
     form  and  substance  to the  Administrative  Agent  issued  by a law  firm
     acceptable  to the  Administrative  Agent  licensed to practice law in such
     foreign jurisdiction, addressing with respect to such Pledged Interests the
     matters described in Section 9.20(g)(iii) and (v) of the Credit Agreement.

                                      K-3
<PAGE>

          (d) It has full corporate  power,  legal right and lawful authority to
     execute  this  Pledge  Agreement  and to pledge,  assign and  transfer  its
     Pledged Interests in the manner and form hereof.

          (e) The pledge,  assignment  and  delivery  of its  Pledged  Interests
     (along with undated stock powers  executed in blank,  financing  statements
     and control agreements) to the Administrative  Agent for the benefit of the
     Secured Parties pursuant to this Pledge Agreement creates or continues,  as
     applicable,  a valid and perfected first priority security interest in such
     Pledged Interests in favor of the  Administrative  Agent for the benefit of
     the Secured  Parties,  securing  the  payment of the  Secured  Obligations,
     assuming,   in  the  case  of  the  Pledged   Interests  which   constitute
     certificated  "securities"  under  the UCC,  continuous  and  uninterrupted
     possession by or on behalf of the Administrative Agent.

                                      K-4
<PAGE>

          (f) Except as  otherwise  expressly  provided  herein or in the Credit
     Agreement,  none of the  Pledged  Interests  (nor any  interest  therein or
     thereto) shall be sold,  transferred or assigned without the Administrative
     Agent's prior written consent, which may be withheld for any reason.

          (g) It shall at all times cause the Pledged  Interests that constitute
     "securities"  (or  as to  which  the  issuer  elects  to  have  treated  as
     "securities")  under the UCC to be represented by the  certificates now and
     hereafter delivered to the Administrative Agent in accordance with Sections
     1, 2 and 22 hereof and that it shall cause each of the Pledged Subsidiaries
     not to issue any Subsidiary Securities,  or securities convertible into, or
     exchangeable or exercisable for, Subsidiary Securities,  at any time during
     the term of this  Pledge  Agreement  unless the Pledged  Interests  of such
     Pledge  Subsidiary  are issued  solely to either (y) the  Pledgor who shall
     immediately  comply  with  Sections  2 and 22 hereof  with  respect to such
     property  or (z) another  Credit  Party who shall  immediately  pledge such
     additional  Subsidiary  Securities  to the  Administrative  Agent  for  the
     benefit of the  Secured  Parties on  substantially  identical  terms as are
     contained  herein and  deliver  or cause to be  delivered  the  appropriate
     documents described in Section 2(c) hereof to the Administrative  Agent and
     take such further actions as the Administrative Agent may deem necessary in
     order to perfect a first  priority  security  interest  in such  Subsidiary
     Securities.

          (h) Pledgor shall not cause, suffer or permit to occur a change in the
     identity of any Registrar for any Pledged  Interests except upon giving not
     less than ten (10) days' prior written notice to the  Administrative  Agent
     and providing evidence reasonably  satisfactory to the Administrative Agent
     (which shall  include the written  acknowledgment  of such new Registrar if
     the  Administrative  Agent shall elect) of continuing  compliance  with the
     provisions of Sections 1(e) and 2(c) hereof.

                                      K-5
<PAGE>


     3. Preservation and Protection of Collateral.

          (a) The Administrative  Agent shall be under no duty or liability with
     respect to the collection, protection or preservation of the Collateral, or
     otherwise,   beyond  the  use  of  reasonable   care  in  the  custody  and
     preservation thereof while in its possession.

          (b) Each Pledgor agrees to pay when due all taxes, charges,  Liens and
     assessments against the Collateral, unless being contested in good faith by
     appropriate  proceedings  diligently  conducted and against which  adequate
     reserves  have  been  established  in  accordance  with GAAP  applied  on a
     Consistent  Basis and evidenced to the  satisfaction of the  Administrative
     Agent and provided that all  enforcement  proceedings in the nature of levy
     or foreclosure are effectively  stayed.  Upon the failure of the Pledgor to
     so pay or contest such taxes,  charges,  Liens or assessments,  or upon the
     failure of the  Pledgor to pay any amount  pursuant  to Section  1(c),  the
     Administrative  Agent at its  option  may pay or  contest  any of them (the
     Administrative  Agent  having the sole right to  determine  the legality or
     validity and the amount necessary to discharge such taxes,  charges,  Liens
     or assessments)  but shall not have any obligation to make any such payment
     or contest.  All sums so disbursed by the Administrative  Agent,  including
     reasonable attorneys' fees, court costs, expenses and other charges related
     thereto,  shall be payable on demand by the  Pledgor to the  Administrative
     Agent  and  shall  be  additional  Secured   Obligations   secured  by  the
     Collateral,  and any  amounts  not so paid on demand (in  addition to other
     rights and remedies  resulting  from such  nonpayment)  shall bear interest
     from the date of demand until paid in full at the Default Rate.

     4. Default.  Upon the occurrence and during the continuance of any Event of
Default, the Administrative Agent is given full power and authority,  then or at
any time thereafter,  to sell, assign,  deliver or collect the whole or any part
of the Collateral, or any substitute therefor or any addition thereto, in one or
more sales, with or without any previous demands or demand of performance or, to
the  extent  permitted  by law,  notice or  advertisement,  in such order as the
Administrative  Agent may elect;  and any such sale may be made either at public
or private sale at the  Administrative  Agent's  place of business or elsewhere,
either for cash or upon credit or for future  delivery,  at such price or prices
as the  Administrative  Agent may reasonably  deem fair; and the  Administrative
Agent or any other Secured  Party may be the purchaser of any or all  Collateral
so sold and hold the same thereafter in its own right free from any claim of the
Pledgors or right of  redemption.  Demands of  performance,  advertisements  and
presence of property and sale and notice of sale are hereby waived to the extent
permissible  by law. Any sale hereunder may be conducted by an auctioneer or any
officer  or agent  of the  Administrative  Agent.  Pledgors  recognize  that the
Administrative  Agent may be unable to effect a public sale of the Collateral by
reason of certain  prohibitions  contained  in the  Securities  Act of 1933,  as
amended (the  "Securities  Act"), and applicable state law, and may be otherwise
delayed or  adversely  affected  in  effecting  any sale by reason of present or
future restrictions thereon imposed by governmental  authorities,  and that as a
consequence of such prohibitions and restrictions the  Administrative  Agent may
be compelled (i) to resort to one or more private sales to a restricted group of
purchasers  who will be obliged to agree,  among  other  things,  to acquire the
Collateral  for their own  account,  for  investment  and not with a view to the
distribution  or resale  thereof,  or (ii) to seek  regulatory  approval  of any
proposed sale or sales,  or (iii) to limit the amount of Collateral  sold to any
Person or group. Each Pledgor agrees and acknowledges that private sales so made
may be at  prices  and  upon  terms  less  favorable  to  Pledgor  than  if such
Collateral  was sold either at public  sales or at private  sales not subject to
other  regulatory  restrictions,  and  that  the  Administrative  Agent  has  no
obligation  to delay the sale of any of the  Collateral  for the  period of time
necessary  to permit the Pledged  Subsidiary  to register or  otherwise  qualify
them,  even if such  Pledged  Subsidiary  would agree to  register or  otherwise
qualify such  Collateral  for public sale under the Securities Act or applicable
state law. Each Pledgor  further agrees,  to the extent  permitted by applicable
law,  that the use of private sales made under the  foregoing  circumstances  to
dispose of the Collateral  shall be deemed to be  dispositions in a commercially
reasonable manner.  Each Pledgor hereby acknowledges that a ready market may not
exist for the Pledged Interests if they are not traded on a national  securities
exchange or quoted on an automated  quotation system and agrees and acknowledges
that in such event the Pledged  Interests  may be sold for an amount less than a
pro rata share of the fair market value of the Pledged Subsidiary's assets minus
its liabilities.  In addition to the foregoing, the Secured Parties may exercise
such other rights and remedies as may be available under the Loan Documents,  at
law (including without limitation the UCC) or in equity.

                                      K-6
<PAGE>

     5. Proceeds of Sale.  The proceeds of the sale of any of the Collateral and
all sums received or collected  from or on account of such  Collateral  shall be
applied by the  Administrative  Agent for the benefit of the Secured  Parties in
the manner provided in Section 11.5 of the Credit Agreement.

     6. Presentments, Demands and Notices. The Administrative Agent shall not be
under  any  duty or  obligation  whatsoever  to make or give  any  presentments,
demands for performances, notices of nonperformance, protests, notice of protest
or notice of  dishonor  in  connection  with any  obligations  or  evidences  of
indebtedness  held thereby as collateral,  or in connection with any obligations
or evidences of  indebtedness  which  constitute in whole or in part the Secured
Obligations secured hereunder.

     7. Attorney-in-Fact.  Each Pledgor hereby appoints the Administrative Agent
as  such  Pledgor's  attorney-in-fact  for  the  purposes  of  carrying  out the
provisions  of this Pledge  Agreement  and taking any action and  executing  any
instrument  which the  Administrative  Agent may deem  necessary or advisable to
accomplish the purposes  hereof,  which  appointment is irrevocable  and coupled
with an interest;  provided,  that the  Administrative  Agent shall have and may
exercise rights under this power of attorney only upon the occurrence and during
the  continuance  of a Default  or an Event of  Default.  Without  limiting  the
generality of the foregoing, upon the occurrence and during the continuance of a
Default or an Event of Default,  the  Administrative  Agent shall have the right
and power to receive,  endorse  and collect all checks and other  orders for the
payment  of money  made  payable  to such  Pledgor  representing  any  dividend,
interest   payment,   principal  payment  or  other   distribution   payable  or
distributable  in respect to the Collateral or any part thereof and to give full
discharge for the same.

     8. Reinstatement. The granting of a security interest in the Collateral and
the other provisions hereof shall continue to be effective or be reinstated,  as
the case may be, if at any time any payment of any of the Secured Obligations is
rescinded or must otherwise be returned by any Secured  Party,  whether upon the
insolvency,  bankruptcy  or  reorganization  of the Pledgor or any other  Credit
Party or otherwise, all as though such payment had not been made. The provisions
of this Section 8 shall survive repayment of all of the Secured  Obligations and
the termination or expiration of this Pledge Agreement in any manner,  including
but not limited to termination upon occurrence of the Facility Termination Date.

                                      K-7
<PAGE>

     9. Waiver by the Pledgors.  Each Pledgor waives to the extent  permitted by
applicable  law (a) any right to require any Secured  Party or any other obligee
of the  Secured  Obligations  to (x)  proceed  against  any  Person  or  entity,
including  without  limitation any Credit Party,  (y) proceed against or exhaust
any Collateral or other  collateral for the Secured  Obligations,  or (z) pursue
any  other  remedy  in its  power;  (b) any  defense  arising  by  reason of any
disability or other  defense of any other Person,  or by reason of the cessation
from any cause  whatsoever of the  liability of any other Person or entity,  (c)
any right of subrogation,  (d) any right to enforce any remedy which any Secured
Party or any other obligee of the Secured  Obligations  now has or may hereafter
have against any other Person and any benefit of and any right to participate in
any   collateral  or  security   whatsoever   now  or  hereafter   held  by  the
Administrative  Agent for the  benefit  of the  Secured  Parties.  Each  Pledgor
authorizes each Secured Party and each other obligee of the Secured  Obligations
without notice (except notice  required by applicable law) or demand and without
affecting its liability  hereunder or under the Loan Documents from time to time
to: (i) take and hold security,  other than the Collateral herein described, for
the payment of such  Secured  Obligations  or any part  thereof,  and  exchange,
enforce,  waive and release the Collateral  herein described or any part thereof
or any such other security; and (ii) apply such Collateral or other security and
direct the order or manner of sale thereof as such  Secured  Party or obligee in
its discretion may determine.

     The Administrative  Agent may at any time deliver (without  representation,
recourse or warranty) the Collateral or any part thereof to the Pledgors and the
receipt thereof by the Pledgors shall be a complete and full acquittance for the
Collateral  so  delivered,  and the  Administrative  Agent shall  thereafter  be
discharged from any liability or responsibility therefor.

     10. Dividends and Voting Rights.

          (a) All dividends and other  distributions  with respect to any of the
     Pledged  Interests  shall be  subject to the  pledge  hereunder,  provided,
     however,  that cash  dividends  paid to the  appropriate  Pledgor as record
     owner of the  Pledged  Interests,  to the  extent  permitted  by the Credit
     Agreement to be declared and paid,  may be retained by such Pledgor so long
     as no Default or Event of Default  shall have  occurred and be  continuing,
     free from any Liens hereunder.

          (b) So long as no Default or Event of Default  shall have occurred and
     be  continuing,  the  registration  of the  Collateral  in the  name of the
     Pledgor as record and beneficial owner shall not be changed and the Pledgor
     shall be  entitled  to  exercise  all  voting  and other  rights and powers
     pertaining to the  Collateral  for all purposes not  inconsistent  with the
     terms hereof.

          (c) Upon the occurrence  and during the  continuance of any Default or
     Event of  Default,  all rights of the  Pledgor to receive  and retain  cash
     dividends  and  other   distributions  upon  the  Collateral   pursuant  to
     subsection  (a) above  shall  cease and  shall  thereupon  be vested in the
     Administrative  Agent  for the  benefit  of the  Secured  Parties,  and the
     Pledgor  shall,  or  shall  cause,   all  such  cash  dividends  and  other
     distributions  with  respect  to  the  Pledged  Interests  to  be  promptly
     delivered to the  Administrative  Agent  (together,  if the  Administrative
     Agent shall request, with the documents described in Sections 1(c) and 2(c)
     hereof or other  negotiable  documents or instruments so distributed) to be
     held,  released  or disposed  of by it  hereunder  or, at the option of the
     Administrative Agent, to be applied to the Secured Obligations.

                                      K-8
<PAGE>

          (d) Upon the occurrence  and during the  continuance of any Default or
     Event of Default, at the option of the Administrative  Agent, all rights of
     the Pledgor to exercise the voting or consensual rights and powers which it
     is authorized to exercise  pursuant to subsection (b) above shall cease and
     the Administrative  Agent may thereupon (but shall not be obligated to), at
     its request,  cause such  Collateral  to be  registered  in the name of the
     Administrative Agent or its nominee or agent for the benefit of the Secured
     Parties  and/or  exercise  such voting or  consensual  rights and powers as
     appertain  to  ownership  of such  Collateral,  and to that end the Pledgor
     hereby appoints the  Administrative  Agent as its proxy, with full power of
     substitution,  to vote and exercise all other rights as a shareholder  with
     respect to such Pledged Interests  hereunder upon the occurrence and during
     the continuance of any Default or Event of Default,  which proxy is coupled
     with an interest and is irrevocable  until the Facility  Termination  Date,
     and the  Pledgor  hereby  agrees to  provide  such  further  proxies as the
     Administrative   Agent   may   request;   provided,   however,   that   the
     Administrative  Agent in its  discretion may from time to time refrain from
     exercising,  and shall not be  obligated  to  exercise,  any such voting or
     consensual rights or such proxy.

     11.  Continued  Powers.  Until the  Facility  Termination  Date  shall have
occurred, the power of sale and other rights, powers and remedies granted to the
Administrative  Agent for the benefit of the  Secured  Parties  hereunder  shall
continue to exist and may be exercised by the  Administrative  Agent at any time
and from time to time.

     12.  Other  Rights.   The  rights,   powers  and  remedies   given  to  the
Administrative  Agent for the  benefit of the  Secured  Parties  by this  Pledge
Agreement  shall be in addition to all rights,  powers and remedies given to the
Administrative  Agent or any Secured  Party under any  Related  Agreement  or by
virtue of any statute or rule of law. Any forbearance or failure or delay by the
Administrative  Agent in exercising any right,  power or remedy  hereunder shall
not be deemed to be a waiver of such right,  power or remedy,  and any single or
partial exercise of any right,  power or remedy hereunder shall not preclude the
further  exercise  thereof;  and every  right,  power and remedy of the  Secured
Parties  shall  continue  in full force and effect  until such  right,  power or
remedy  is  specifically  waived  in  accordance  with the  terms of the  Credit
Agreement.

     13. Anti-Marshaling  Provisions.  The right is hereby given by each Pledgor
to the  Administrative  Agent, for the benefit of the Secured  Parties,  to make
releases  (whether  in whole  or in  part) of all or any part of the  Collateral
agreeable  to the  Administrative  Agent  without  notice  to,  or the  consent,
approval or agreement of other parties and interests,  including junior lienors,
which releases shall not impair in any manner the validity of or priority of the
Liens and security interests in the remaining  Collateral  conferred  hereunder,
nor release the Pledgor from  personal  liability  for the Secured  Obligations.
Notwithstanding  the existence of any other security  interest in the Collateral
held by the  Administrative  Agent, for the benefit of the Secured Parties,  the
Administrative Agent shall have the right to determine the order in which any or
all of the Collateral shall be subjected to the remedies provided in this Pledge
Agreement.  Each  Pledgor  hereby  waives  any  and all  right  to  require  the
marshaling  of assets in  connection  with the  exercise of any of the  remedies
permitted by applicable law or provided herein or in any Related Agreement.

                                      K-9
<PAGE>

     14.  Entire  Agreement.  This Pledge  Agreement,  together  with the Credit
Agreement  and other  Loan  Documents,  constitutes  and  expresses  the  entire
understanding  between the parties  hereto  with  respect to the subject  matter
hereof, and supersedes all prior  negotiations,  agreements and  understandings,
inducements,  commitments  or conditions,  express or implied,  oral or written,
except as herein  contained.  The express terms hereof control and supersede any
course of performance or usage of the trade  inconsistent  with any of the terms
hereof. Neither this Pledge Agreement nor any portion or provision hereof may be
changed, altered, modified,  supplemented,  discharged, canceled, terminated, or
amended orally or in any manner other than as provided in the Credit Agreement.

     15. Further  Assurances.  Each Pledgor agrees at its own expense to do such
further acts and things,  and to execute and  deliver,  and cause to be executed
and  delivered as may be necessary  or  advisable to give effect  thereto,  such
additional conveyances,  assignments,  financing statements, control agreements,
documents,  certificates,  stock  powers,  agreements  and  instruments,  as the
Administrative  Agent may at any time reasonably  request in connection with the
administration  or  enforcement  of this  Pledge  Agreement  or  related  to the
Collateral or any part thereof or in order better to assure and confirm unto the
Administrative  Agent its  rights,  powers and  remedies  for the benefit of the
Secured  Parties  hereunder.  Each Pledgor  hereby  consents and agrees that the
Pledged  Subsidiaries  and their respective  Registrars,  and all other Persons,
shall be entitled to accept the provisions hereof as conclusive  evidence of the
right of the Administrative Agent, on behalf of the Secured Parties, to exercise
its rights,  privileges,  and remedies hereunder with respect to the Collateral,
notwithstanding  any other notice or direction  to the  contrary  heretofore  or
hereafter  given by the  Pledgor  or any  other  Person  to any of such  Pledged
Subsidiaries or Registrars or other Persons.

     16. Binding Agreement;  Assignment.  This Pledge Agreement,  and the terms,
covenants and conditions hereof,  shall be binding upon and inure to the benefit
of the parties hereto,  and to their respective  successors and assigns,  except
that the Pledgor  shall not be permitted to assign this Pledge  Agreement or any
interest herein or in the Collateral,  or any part thereof, or otherwise pledge,
encumber  or grant  any  option  with  respect  to the  Collateral,  or any part
thereof, or any cash or property held by the Administrative  Agent as Collateral
under this Pledge  Agreement.  Without  limiting the generality of the foregoing
sentence of this  Section 16, any Lender may assign to one or more  Persons,  or
grant to one or more  Persons  participations  in or to,  all or any part of its
rights and obligations  under the Credit  Agreement (to the extent  permitted by
the Credit Agreement); and to the extent of any such assignment or participation
such other Person  shall,  to the fullest  extent  permitted  by law,  thereupon
become  vested with all the benefits in respect  thereof  granted to such Lender
herein or otherwise, subject however, to the provisions of the Credit Agreement,
including Article XII thereof (concerning the Administrative  Agent) and Section
13.1 thereof (concerning assignments and participations).  All references herein
to the  Administrative  Agent  and to the  Secured  Parties  shall  include  any
successor  thereof or permitted  assignee,  and any other  obligees from time to
time of the Secured Obligations.

     17. Swap  Agreements.  All obligations of the Pledgor under Swap Agreements
(which are not prohibited under the terms of the Credit  Agreement) to which any
Lender or any affiliate of any Lender is a party,  shall be deemed to be Secured
Obligations  secured  hereby,  and each Lender or affiliate of a Lender party to
any such Swap  Agreement  shall be deemed to be a Secured Party  hereunder  with
respect to such Secured Obligations;  provided,  however,  that such obligations
shall cease to be Secured  Obligations at such time as such Person (or affiliate
of such Person) shall cease to be a "Lender" under the Credit Agreement.

                                      K-10
<PAGE>

     18.  Severability.  The provisions of this Pledge Agreement are independent
of and separable from each other.  If any provision  hereof shall for any reason
be held invalid or unenforceable,  such invalidity or unenforceability shall not
affect the validity or enforceability  of any other provision  hereof,  but this
Pledge  Agreement  shall  be  construed  as if  such  invalid  or  unenforceable
provision had never been contained herein.

     19.  Counterparts.  This Pledge  Agreement may be executed in any number of
counterparts  each of which when so executed  and  delivered  shall be deemed an
original, and it shall not be necessary in making proof of this Pledge Agreement
to produce or account for more than one such counterpart executed by the Pledgor
against whom enforcement is sought.

     20.  Termination.  Subject to the  provisions  of  Section  8, this  Pledge
Agreement  and  all  obligations  of each  Pledgor  hereunder  (excluding  those
obligations  and  liabilities  that expressly  survive such  termination)  shall
terminate  without  delivery of any  instrument or performance of any act by any
party on the Facility  Termination  Date.  Upon such  termination of this Pledge
Agreement,  the Administrative Agent shall, at the sole expense of the Pledgors,
promptly  deliver to the  Pledgors  the  certificates  evidencing  its shares of
Pledged Interests (and any other property received as a dividend or distribution
or otherwise in respect of such Pledged Interests),  together with any cash then
constituting the Collateral not then sold or otherwise disposed of in accordance
with the provisions  hereof, and take such further actions at the request of the
Pledgors as may be necessary to effect the same.

     21.  Indemnification.  Without  limitation  of  Section  13.9 of the Credit
Agreement  or any other  indemnification  provision in any Loan  Document,  each
Pledgor  agrees to indemnify  and hold  harmless  each Secured Party and each of
their affiliates, and their respective officers,  directors,  employees, agents,
and  advisors  (each,  an  "Indemnified  Party"),  from and  against any and all
claims, damages, losses,  liabilities,  costs, and expenses (including,  without
limitation,  reasonable  attorneys' fees) that may be incurred by or asserted or
awarded  against  any  Indemnified  Party,  in each  case  arising  out of or in
connection with or by reason of (including,  without  limitation,  in connection
with any  investigation,  litigation or proceeding or  preparation of defense in
connection therewith) the Loan Documents,  any of the transactions  contemplated
herein  or the  actual or  proposed  use of the  proceeds  of the Loans or other
extension of credit under the Loan  Documents,  except to the extent such claim,
damage, loss,  liability,  cost, or expense is found in a final,  non-appealable
judgment  by a court  of  competent  jurisdiction  to have  resulted  from  such
Indemnified  Party's gross negligence or willful  misconduct.  In the case of an
investigation,  litigation  or other  proceeding  to which the indemnity in this
Section  21  applies,  such  indemnity  shall be  effective  whether or not such
investigation,  litigation  or proceeding is brought by the Pledgor or any other
Credit Party, any of their respective directors,  shareholders or creditors,  or
an Indemnified  Party or any other Person, or any Indemnified Party is otherwise
a party  thereto and  whether or not the  transactions  contemplated  hereby are
consummated.  Each  Pledgor  agrees  that no  Indemnified  Party  shall have any
liability (whether direct or indirect,  in contract or tort or otherwise) to it,
any of its  subsidiaries  or  affiliates,  or any security  holders or creditors
thereof  arising  out of,  related  to or in  connection  with the  transactions
contemplated  herein or in the other Loan  Documents,  except to the extent that
such  liability  is  found  in a final  non-appealable  judgment  by a court  of
competent  jurisdiction to have directly resulted from such Indemnified  Party's
gross  negligence or willful  misconduct.  Each Pledgor agrees not to assert any
claim  against  any  Secured  Party,  any of  its  affiliates,  or any of  their
respective directors,  officers,  employees,  attorneys, agents, or advisers, on
any theory of  liability,  for  special,  indirect,  consequential,  or punitive
damages arising out of or otherwise  relating to the Loan Documents,  any of the
transactions  contemplated therein or the actual or proposed use of the proceeds
of the  Loans or other  extensions  of  credit  under  the Loan  Documents.  The
agreements  in this  Section 21 shall  survive  repayment  of all of the Secured
Obligations  and the  termination or expiration of this Pledge  Agreement in any
manner, including but not limited to termination upon occurrence of the Facility
Termination Date.

                                      K-11
<PAGE>

     22.  Additional  Interests.  If either Pledgor shall at any time acquire or
hold any additional Pledged Interests, including any Pledged Interests issued by
any  Subsidiary not listed on Schedule I hereto which are required to be subject
to a Lien pursuant to a Pledge  Agreement by the terms hereof or of Article V or
any other  provision of the Credit  Agreement (any such shares being referred to
herein  as the  "Additional  Interests"),  such  Pledgor  shall  deliver  to the
Administrative  Agent  for the  benefit  of the  Secured  Parties  (i) a revised
Schedule  I hereto  reflecting  the  ownership  and  pledge  of such  Additional
Interests and (ii) a Pledge Agreement Supplement in the form of Exhibit A hereto
with respect to such  Additional  Interests  duly  completed and executed by the
Pledgor and (iii) any other document required in connection with such Additional
Interests  as  described in Section  2(c).  The  Pledgors  shall comply with the
requirements  of this Section 22  concurrently  with the acquisition of any such
Additional  Interests or, in the case of  Additional  Interests to which Section
9.20 of the Credit  Agreement  applies,  within  the time  period  specified  in
Article V, Section 9.20 or  elsewhere  in the Credit  Agreement  with respect to
such Additional  Interests;  provided,  however, that the failure to comply with
the  provisions  of this  Section  22 shall not  impair  the Lien on  Additional
Interests conferred hereunder.

     23. Notices.  Any notice required or permitted hereunder shall be given (a)
with  respect to the  Pledgors,  at the  address of the  Pledgors  indicated  in
Section 13.2 of the Credit Agreement and (b) with respect to the  Administrative
Agent or a Lender,  at the  Administrative  Agent's address indicated in Section
13.2 of the Credit Agreement.  All such addresses may be modified,  and all such
notices  shall be given and shall be  effective,  as provided in Section 13.2 of
the Credit Agreement.

     24.  Rules of  Interpretation.  The rules of  interpretation  contained  in
Sections  1.2(c) through 1.2(l) of the Credit  Agreement  shall be applicable to
this  Pledge   Agreement  and  are  hereby   incorporated   by  reference.   All
representations  and warranties  contained  herein shall survive the delivery of
documents and any extension of credit referred to herein or secured hereby.

     25. Governing Law; Waivers.

          (a) THIS PLEDGE  AGREEMENT  SHALL BE  GOVERNED  BY, AND  CONSTRUED  IN
     ACCORDANCE  WITH,  THE LAWS OF THE STATE OF NORTH  CAROLINA  APPLICABLE  TO
     CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.

          (b) EACH PLEDGOR HEREBY EXPRESSLY AND IRREVOCABLY  AGREES AND CONSENTS
     THAT ANY SUIT,  ACTION OR  PROCEEDING  ARISING  OUT OF OR  RELATING TO THIS
     PLEDGE AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREIN MAY BE INSTITUTED
     IN ANY STATE OR FEDERAL COURT SITTING IN THE COUNTY OF  MECKLENBURG,  STATE
     OF NORTH  CAROLINA,  UNITED  STATES OF AMERICA  AND, BY THE  EXECUTION  AND
     DELIVERY OF THIS PLEDGE  AGREEMENT,  EXPRESSLY WAIVES ANY OBJECTION THAT IT
     MAY HAVE NOW OR HEREAFTER TO THE LAYING OF THE VENUE OR TO THE JURISDICTION
     OF ANY SUCH SUIT, ACTION OR PROCEEDING,  AND IRREVOCABLY  SUBMITS GENERALLY
     AND UNCONDITIONALLY TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUCH SUIT,
     ACTION OR PROCEEDING.

                                      K-12
<PAGE>

          (c)  EACH  PLEDGOR  AGREES  THAT  SERVICE  OF  PROCESS  MAY BE MADE BY
     PERSONAL  SERVICE OF A COPY OF THE  SUMMONS  AND  COMPLAINT  OR OTHER LEGAL
     PROCESS  IN ANY SUCH  SUIT,  ACTION  OR  PROCEEDING,  OR BY  REGISTERED  OR
     CERTIFIED MAIL (POSTAGE  PREPAID) TO THE ADDRESS OF THE PLEDGOR PROVIDED IN
     SECTION  23 OR BY ANY  OTHER  METHOD  OF  SERVICE  PROVIDED  FOR  UNDER THE
     APPLICABLE LAWS IN EFFECT IN THE STATE OF NORTH CAROLINA.

          (d) NOTHING  CONTAINED IN SUBSECTIONS (b) OR (c) HEREOF SHALL PRECLUDE
     THE  ADMINISTRATIVE  AGENT OR ANY LENDER FROM BRINGING ANY SUIT,  ACTION OR
     PROCEEDING ARISING OUT OF OR RELATING TO THIS PLEDGE AGREEMENT OR THE OTHER
     LOAN  DOCUMENTS IN THE COURTS OF ANY PLACE WHERE THE PLEDGORS OR ANY OF THE
     PLEDGORS'  PROPERTY  OR  ASSETS  MAY BE FOUND  OR  LOCATED.  TO THE  EXTENT
     PERMITTED BY THE  APPLICABLE  LAWS OF ANY SUCH  JURISDICTION,  THE PLEDGORS
     HEREBY  IRREVOCABLY  SUBMIT  TO THE  JURISDICTION  OF ANY  SUCH  COURT  AND
     EXPRESSLY  WAIVE,  IN  RESPECT  OF ANY SUCH  SUIT,  ACTION  OR  PROCEEDING,
     OBJECTION TO THE EXERCISE OF  JURISDICTION  OVER THEM AND THEIR PROPERTY BY
     ANY SUCH OTHER COURT OR COURTS WHICH NOW OR  HEREAFTER,  BY REASON OF THEIR
     PRESENT OR FUTURE DOMICILE, OR OTHERWISE, MAY BE AVAILABLE UNDER APPLICABLE
     LAW.

          (e) IN ANY  ACTION OR  PROCEEDING  TO  ENFORCE OR DEFEND ANY RIGHTS OR
     REMEDIES  UNDER OR  RELATED  TO THIS  PLEDGE  AGREEMENT  OR ANY  AMENDMENT,
     INSTRUMENT,  DOCUMENT OR  AGREEMENT  DELIVERED OR THAT MAY IN THE FUTURE BE
     DELIVERED IN CONNECTION  WITH THE FOREGOING,  EACH PARTY HEREBY AGREES,  TO
     THE EXTENT  PERMITTED BY  APPLICABLE  LAW,  THAT ANY SUCH  ACTION,  SUIT OR
     PROCEEDING  SHALL BE TRIED  BEFORE A COURT AND NOT BEFORE A JURY AND HEREBY
     IRREVOCABLY  WAIVES,  TO THE EXTENT  PERMITTED BY APPLICABLE LAW, ANY RIGHT
     SUCH  PERSON  MAY  HAVE  TO  TRIAL  BY  JURY IN ANY  SUCH  ACTION,  SUIT OR
     PROCEEDING.

          (f) EACH PLEDGOR  HEREBY  EXPRESSLY  WAIVES ANY  OBJECTION IT MAY HAVE
     THAT ANY COURT TO WHOSE JURISDICTION IT HAS SUBMITTED PURSUANT TO THE TERMS
     HEREOF IS AN INCONVENIENT FORUM.

                            [Signature Pages Follow]

                                      K-13
<PAGE>



     IN WITNESS WHEREOF, the parties have duly executed this Pledge Agreement on
the day and year first written above.

                                    PLEDGORS:

                                    PEPSIAMERICAS, INC.


                                    By:_________________________________________
                                    Name:_______________________________________
                                    Title:______________________________________

                                    DAKBEV, LLC.

                                    By: ________________________________________
                                            Managing Member
                                    Name:_______________________________________
                                    Title:______________________________________

                             Signature Page 1 of 2
<PAGE>



                                     ADMINISTRATIVE AGENT:

                                     BANK OF AMERICA, N. A., as Administrative
                                     Agent for the Lenders

                                    By: ________________________________________
                                    Name:_______________________________________
                                    Title:______________________________________

                             Signature Page 2 of 2
<PAGE>



                                   SCHEDULE I

<TABLE>
<CAPTION>
Name of Pledgor    Name,         Class or Type  Total Amount  Total Amount Total Amount  Certificate  Par Value (if  Name and
                   Jurisdiction  of Pledged     of Class or   of Class or  Pledged       Number (if   applicable)    Title of
                   of Formation  Interest       Type of       Type                       applicable)                 Registrar
                   and Type of                  Pledged       Outstanding
                   Entity of                    Interests
                   Pledged                      Authorized
                   Subsidiary
<S>                <C>           <C>            <C>           <C>          <C>           <C>          <C>            <C>

</TABLE>



<PAGE>



                                    EXHIBIT A

                           PLEDGE AGREEMENT SUPPLEMENT

     THIS PLEDGE AGREEMENT SUPPLEMENT (as from time to time amended, modified or
restated,  this " Supplement"),  dated as of ______________ ___, ____ is made by
and between ____________,  a __________ corporation (the "Pledgor"), and BANK OF
AMERICA, N. A., a national banking association, as Administrative Agent for each
of the Lenders (as described in the Pledge  Agreement  referred to below) now or
hereafter  party to the Credit  Agreement  (as  defined in the Pledge  Agreement
referred to below).  All capitalized terms used but not otherwise defined herein
shall have the respective  meanings assigned thereto in the Pledge Agreement (as
defined below).

     WHEREAS,  the Pledgor is required  under the terms of the Credit  Agreement
and that certain  Securities Pledge Agreement dated as of ________ ___, 1999 the
Pledgor in favor of the  Administrative  Agent for the  benefit  of the  Secured
Parties (as from time to time  amended,  modified,  supplemented  or amended and
restated, the "Pledge Agreement"), to cause certain Pledged Interests held by it
and listed on Annex A to this  Supplement  (the  "Additional  Interests")  to be
specifically identified as subject to the Pledge Agreement; and

     WHEREAS, a material part of the consideration  given in connection with and
as an inducement  to the  execution and delivery of the Credit  Agreement by the
Secured   Parties  was  the   obligation   of  the  Pledgor  to  pledge  to  the
Administrative  Agent for the  benefit of the  Secured  Parties  the  Additional
Interests, whether then owned or subsequently acquired or created; and

     WHEREAS,  the Pledgor has acquired  rights in the Additional  Interests and
desires to pledge,  and evidence its prior pledge, to the  Administrative  Agent
for the  benefit of the  Secured  Parties  all of the  Additional  Interests  in
accordance with the terms of the Credit Agreement and the Pledge Agreement;

     NOW,   THEREFORE,   the  Pledgor   hereby   agrees  as  follows   with  the
Administrative Agent, for the benefit of the Secured Parties:

     The Pledgor  hereby  reaffirms and  acknowledges  the pledge and collateral
assignment to, and the grant of security  interest in, the Additional  Interests
contained in the Pledge  Agreement and pledges and  collaterally  assigns to the
Administrative  Agent for the benefit of the Secured Parties,  and grants to the
Administrative  Agent for the  benefit of the Secured  Parties a first  priority
lien  and  security  interest  in,  the  Additional  Interests  and  all  of the
following:

          (a) all cash, securities, dividends, rights, and other property at any
     time and from time to time (x) declared or  distributed in respect of or in
     exchange for or on conversion of any or all of the Additional  Interests or
     (y) by its or their terms  exchangeable  or exercisable  for or convertible
     into any Additional Interest or other Pledged Interest;

          (b) all other property hereafter delivered to the Administrative Agent
     in  substitution  for or as an  addition to any of the  foregoing,  and all
     certificates and instruments  representing or evidencing such property, all
     security entitlements constituting Additional Interests, and all securities
     accounts to which may at any time be credited any or all of the  Additional
     Interests; and

          (c) all proceeds of any of the foregoing.


<PAGE>

The Pledgor  hereby  acknowledges,  agrees and confirms by its execution of this
Supplement that the Additional  Interests  constitute  "Pledged Interests" under
and are subject to the Pledge  Agreement,  and the items of property referred to
in  clauses  (a)  through  (c)  above  (the   "Additional   Collateral")   shall
collectively  constitute  "Collateral"  under  and  are  subject  to the  Pledge
Agreement.  Each of the  representations  and warranties with respect to Pledged
Interests and Collateral contained in the Pledge Agreement is hereby made by the
Pledgor with respect to the Additional Interests and the Additional  Collateral,
respectively.  The Pledgor further  represents and warrants that a true, correct
and  complete  revised  Schedule  I  to  the  Pledge  Agreement  reflecting  the
Additional  Interests  and all other  Pledged  Interests is attached  hereto and
hereby  incorporated by reference into the Pledge Agreement,  and that all other
documents  required to be  furnished  to the  Administrative  Agent  pursuant to
Section  2(c)  of  the  Pledge  Agreement  in  connection  with  the  Additional
Collateral have been delivered or are being delivered simultaneously herewith to
the Administrative Agent.


          IN WITNESS WHEREOF,  the Pledgor has caused this Supplement to be duly
     executed  by its  authorized  officer  as of the day and year  first  above
     written.

                                    PLEDGOR:

                                    ____________________________________________


                                    By:_________________________________________
                                    Name:_______________________________________
                                    Title:______________________________________

Acknowledged and accepted:

BANK OF AMERICA, N. A.,
as Administrative Agent for the Lenders

By:_____________________________________
Name:___________________________________
Title:__________________________________



<PAGE>



                                     ANNEX A

         (to Pledge Agreement Supplement of __________ dated __________)

                              Additional Interests

<TABLE>
<CAPTION>
Name of Pledgor    Name,        Class or Type  Total Amount  Total Amount   Total Amount  Certificate   Par Value (if    Name and
                   Jurisdiction of Additional  of Class or   of Class or    Pledged       Number (if    applicable)      Title of
                   of Formation Interest       Type of       Type                         applicable)                    Registrar
                   and Type of                 Additional    Outstanding
                   Entity of                   Interests
                   Pledged                     Authorized
                   Subsidiary

<S>                <C>          <C>    <C>     <C>            <C>           <C>           <C>           <C>              <C>
</TABLE>


<PAGE>



                REVISED SCHEDULE I TO SECURITIES PLEDGE AGREEMENT

                                Date: __________

<TABLE>
<CAPTION>
Name of Pledgor    Name,         Class or Type  Total Amount  Total Amount   Total Amount  Certificate  Par Value (if  Name and
                   Jurisdiction  of Pledged     of Class or   of Class or    Pledged       Number (if   applicable)    Title of
                   of Formation  Interest       Type of       Type                         applicable)                 Registrar
                   and Type of                  Pledged       Outstanding
                   Entity of                    Interests
                   Pledged                      Authorized
                   Subsidiary
<S>                <C>           <C>            <C>           <C>            <C>           <C>           <C>            <C>

</TABLE>